SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                              Commission File Number   333-38623
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                           NOTIFICATION OF LATE FILING

    (Check One):   |_| Form 10-K  |_| Form 11-K   |_| Form 20-F   |X| Form 10-Q
|_|  Form N-SAR
      For Period Ended:
                        --------------------------------------------------------

|_|   Transition Report on Form 10-K     |_| Transition Report on Form 10-Q
|_|   Transition Report on Form 20-F     |_| Transition Report on Form N-SAR
|_|   Transition Report on Form 11-K
      For the Transition Period Ended:
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         Read attached instruction sheet before preparing form. Please print or
type.

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

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                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant    Maxxis Group, Inc.
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Former name if applicable

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Address of principal executive office (Street and number)

                             1901 Montreal Road, Suite 108
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City, state and zip code
                           Tucker, Georgia  30084
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         PART II
                             RULE 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

    (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

    (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th calendar day following the prescribed due date;
[X]      or the subject quarterly report or transition report on Form 10-Q, or
         portion thereof will be filed on or before the fifth calendar day
         following the prescribed due date; and

     (c) The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.





                                    PART III

                                    NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

         The Company is unable to complete the review of its financial
statements for the quarter ended March 31, 2001, and the Quarterly Report on
Form 10-Q without unreasonable effort and expense. The Company has grown
extremely fast and the growth has delayed the completion of its quarterly
financial statements.



                                     PART IV
                                OTHER INFORMATION



         (1) Name and telephone number of person to contact in regard to this
notification

              William J. Ching           (404)             817-6163
                  (Name)               (Area Code)     (Telephone Number)


         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).                                               |X| Yes |_| No


         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?                                                  |_| Yes |X| No


         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

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                               Maxxis Group, Inc.
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.




Date:     May 14, 2001          By:    /s/ DeChane Cameron
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                                     DeChane Cameron, Chief Financial Officer