U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAXXZONE.COM, INC
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0503197
- ------------------------------- -------------------------------
(STATE OR OTHER JURISDICTION OF (IRS
EMPLOYER INCORPORATION OR ORGANIZATION) INDENTIFICATION NO.)
1770 N. Green Valley Pkwy.,
Suite 3214
Las Vegas, NV 89014
- ---------------------------------- -----------------------------
(Address of principal executive (Zip Code)
offices)
(702)616-7337
(Registrant's telephone number, including area code)
Consulting Agreements Between
the Company and Scott Bleazard,
Stephen Brock
(Full title of the plans)
Roland Becker, President
MaxxZone.com, Inc.
1770 N. Green Valley Pkwy., Suite 3214
Las Vegas, NV 89014
---------------------------------------
(Name and address of agent for service)
(702) 616-7337
-------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
PAGE-1-
=================================================================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum Maximum
offering Aggregate
Amount to be price offering Amount of
Title of Registered per unit price registration
securities fee
to be
registered
- ----------------------------------------------------------------
Common stock, 225,000 $0.11 $24,750 $5.91
par shares
value, $0.001
per
share
- ----------------------------------------------------------------
* Estimated solely for purposes of calculating the registration
fee. Calculated in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the average of the bid and
asked price of Common Stock of MaxxZone.com, Inc. as reported on
the OTCBB on August 02, 2002.
PART I
Information Required in the Section 10(a)
Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock
to an individual for consulting services on the
Company's behalf. This issuance of shares is being
made pursuant to consulting agreement between the
Company and the individual. The Company has equated
this number of shares to the value of the consulting
services provided or to be provided by these
individuals. The shares issued hereunder will not
be subject to any resale restrictions. The
following individual will receive the number of
shares listed next to his name:
Scott Bleazard 112,500
Stephen Brock 112,500
Item 2. Registrant Information And Employee Plan
Annual
Information.
The document(s) containing the information specified
in Part I of Form S-8 will be sent or given to participants as
specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities
Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PAGE-2-
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by
MaxxZone.com, Inc., a Nevada corporation (the
"Company"), are incorporated herein by reference:
(a) The registrant's Articles of Incorporation
filed on June 2, 2000;
(b) The registrant's By-Laws filed on June 2,
2000;
(c) The Company's Form 10-SB12G Registration
Statement initially filed by the Company under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Commission on December 31,
2001, and subsequent amendments thereto;
(d) The Form 10-KSB annual report of the
Company for its fiscal year ended December 31,
2001, and all other reports of the Company filed
pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the
fiscal year ended December 31, 2001; and
(e) All documents subsequently filed by the
registrant pursuant to sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act during the effectiveness of this
registration statement.
All documents incorporated by reference herein
will be made available to all participants without charge, upon
written or oral request. Other documents required to be
delivered to participants pursuant to Rule 428(b)(1) under the
Securities Act of 1933 are also available without charge, upon
written or oral request. All requests for documents shall be directed
to:
Roland Becker, President, Chief Executive Officer
MaxxZone.com, Inc.
1770 N. Green Valley Pkwy., Suite 3214
Las Vegas, NV 89014
(702) 616-7337
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The shares registered herein are being issued to the
consultants for services provided to the Registrant.
Neither the Registrant's Accountants nor any other
experts named in the registration statement have any
equity or other interest in the Registrant.
PAGE-3-
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of the Company
provide for the Indemnification of employees and officers in
certain cases. Insofar as indemnification for liabilities arising
under the Securities Act of 1922 may be permitted to directors,
officers or persons controlling the company pursuant to the
foregoing provisions, the company has been informed that in the
opinion of the securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore not enforceable. At the present time, the Company
does not have any officer-director liability insurance although
permitted by Section 78.752 of the GCL, nor does the
Company have indemnification agreements with any of its directors,
officers, employees or agents.
In addition, Section 78.751 of the Nevada General
Corporation Laws provides as follows: 78.751 Indemnification of
officers, directors, employees and agents; advance of expenses.
1. A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by
or in the right of the corporation, by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation,
and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
2. A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or
other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
PAGE-4-
3. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or
otherwise indefense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2,
unless ordered by a court or advanced pursuant to subsection 5, must
be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) By the stockholders:
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to act, suit or
proceeding; (c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel in
a written opinion; or
5. The Articles of Incorporation, the Bylaws or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal, suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by corporation. The
provisions of this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by
law.
6. The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this section: (a)
Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise,
for either an action in his official capacity or an action
in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2
or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer
if a final adjudication establishes that his act or
omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action. (b)
Continues for a person who has ceased to be a director, officer,
employee or agent and endures to the benefit of the heirs,
executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
PAGE-5-
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4a - Consulting Agreement between MaxxZone.com, Inc.
and Scott Bleazard
4b - Consulting Agreement between MaxxZone.com, Inc.
and Stephen Brock
5 - Opinion of Harold P. Gewerter, Esq., Ltd.
23.a - Consent of Harold P. Gewerter, Esq., Ltd.
(included in Exhibit 5)
23.b - Chavez & Koch, CPA's, Ltd.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this registration statement to
include any material information with respect to
the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
PAGE-6-
(b) The undersigned Company hereby undertakes that,
for purposes of determining any liability under
the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than payment by the Company of expenses paid or
incurred by a director, officer or controlling
person of the Company in the successful defense of
any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in
connection with the securities being registered,
the Company will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable
grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, the State of
Nevada, on this 2nd day of August, 2002.
MaxxZone.com, Inc.
By: /s/ Roland Becker
---------------------
Roland Becker, President
Pursuant to the requirements of the Securities Act of
1933, this
Registration Statement has been signed by the
following persons
in the capacities and on the dates indicated:
August 2, 2002
/s/ Roland Becker
- -----------------------------
Roland Becker
President and Director
PAGE-7-