SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] CONFIDENTIAL - FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-5(d)(2))
[ ] Definitive Information Statement
MaxxZone.com, Inc.
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(Name of Registrant as Specified in its Charter)
REGISTRANT
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and state
how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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Exchange Act Rule 0-11(a)(2) and identify the filing for which
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MAXXZONE.COM, INC.
1770 GREEN VALLEY PARKWAY, STE. 3214
LAS VEGAS, NEVADA 89014
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NOTICE OF ACTION BY WRITTEN CONSENT OF SHAREHOLDERS TO BE EFFECTIVE
March 10, 2003
Dear Stockholder:
MaxxZone.com, Inc. (the "Company" or "MAXZ")
notifies our shareholders of record that stockholders holding a
majority of the voting power plan to effect the following by written
consent in lieu of a special meeting, to be effective March 10, 2003:
1. Vote to amend MAXZ'S Articles of Incorporation to increase the
number of shares of authorized common stock from 20,000,000
shares, par value $0.001 per share, to 100,000,000 shares;
2. Authorizing a forward split of MAXZ'S common stock in the ratio
of one new share for every present share held by a stockholder;
and,
3. To transact such other business as may properly come before
the Meeting and any adjournment or postponement thereof.
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This Information Statement is first being mailed to stockholders
of MAXZ on or about February 20, 2003. Only beneficial stockholders
of record at the close of business on February 18, 2003 will be entitled
to receive the Information Statement. These actions will not be
effective until March 10, 2003. You are urged to read the Information
Statement in its entirety for a description of the action to be taken by
the majority stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
/S/ ROLAND BECKER
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Roland Becker, President, Chief Executive Officer
Las Vegas, Nevada
February 18, 2003
MAXXZONE.COM, INC.
1770 GREEN VALLEY PARKWAY, STE. 3214
LAS VEGAS, NEVADA 89014
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INFORMATION STATEMENT
GENERAL INFORMATION
This information statement is being furnished to beneficial holders
of the common stock of MaxxZone.com, Inc. MAXZ will bear the cost of
preparing and sending out this information statement. Due to capital
limitations, this information statement will be provided to beneficial
shareholders of record as of February 18, 2003, via regular postal mail.
If you are not a beneficial shareholder of MAXZ'S common stock, management
will provide you with a copy of this information statement upon written
request.
DISSENTERS' RIGHT OF APPRAISAL
The Nevada Revised Statutes does not provide for dissenter's rights of
appraisal in connection with the proposed action.
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PROPOSAL I
INCREASE AUTHORIZED CAPITAL
MAXZ'S Articles of Incorporation, as currently in effect,
authorizes MAXZ to issue up to 20,000,000 shares of common stock,
par value $0.001 per share. The Company seeks approval to amend the
Articles in order to increase the number of shares of common stock
authorized for issuance under the Articles to a total of
100,000,000 shares. If the Amendment is adopted, it will
become effective upon the filing of the Amendment with the
Nevada Secretary of State on March 10, 2003.
The Board of Directors believes that it is in the
Company's and MAXZ'S stockholders' best interests, to authorize
Amendment to the Articles of Incorporation to increase the
availability of additional authorized, but unissued, capital stock
to provide MAXZ with the flexibility to issue equity for other
proper corporate purposes which may be identified in the future.
Such future activities may include, without limitation, raising
equity capital, adopting Employee Stock Plans or making acquisitions
through the use of stock.
The Board of Directors believes that the proposed increase in
authorized capital will make a sufficient number of shares available,
should MAXZ decide to use its shares for one or more of such previously
mentioned purposes or otherwise. MAXZ reserves the right to seek a
further increase in authorized shares from time to time in the future
as considered appropriate by the Board of Directors.
If the stockholders approve the proposed Amendment, the Board of
Directors may cause the issuance of additional shares of stock without
further vote of the stockholders of MAXZ, except as provided under
Nevada Revised Statutes or under the rules of any national securities
exchange on which shares of stock of MAXZ are then listed. Under MAXZ'S
Articles, MAXZ'S stockholders do not have preemptive rights to subscribe
to additional securities which may be issued by MAXZ, which means that
current stockholders do not have a prior right to purchase any new issue
of capital stock of MAXZ in order to maintain their proportionate
ownership of MAXZ'S stock. In addition, if the Board of Directors
elects to issue additional shares of stock, such issuance
could have a dilutive effect on the earnings per share, voting power
and shareholdings of current stockholders.
In addition to the corporate purposes discussed above, the proposed
Amendment could, under certain circumstances, have an anti-takeover effect,
although this is not the intent of the Board of Directors. For example, it
may be possible for the Board of Directors to delay or impede a
takeover or transfer of control of MAXZ by causing such additional authorized
shares to be issued to holders who might side with the Board in opposing a
takeover bid that the Board of Directors determines is not in the best
interests of MAXZ and our stockholders.
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The Amendment therefore may have
the effect of discouraging unsolicited takeover attempts. By potentially
discouraging initiation of any such unsolicited takeover attempts, the
proposed Amendment may limit the opportunity for MAXZ'S stockholders to
dispose of their shares at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The proposed
Amendment may have the effect of permitting MAXZ'S current management,
including the current Board of Directors, to retain its position, and place
it in a better position to resist changes that stockholders may wish to make
if they are dissatisfied with the conduct of MAXZ'S business.
However, the Board of Directors is not aware of any attempt to take control
of MAXZ and the Board of Directors has not presented this proposal with the
intent that it be utilized as a type of anti-takeover device.
PROPOSAL II
AUTHORIZE A FORWARD SPLIT OF COMMON STOCK
The Board of Directors have recommended, and persons
owning the majority of the voting sstock of MAXZ have consented
to authorize a "forward split" of the Common Stock of the Company.
This "forward split" of common shares would grant present
shareholders an additional one share of common stock for every
presently owned single share.
The Board of Directors of MAXZ believes that the
Company is presently positioned to acquire certain assets
that will, upon closing, greatly enhance the value of MAXZ.
These assets include acquiring all right, title and interest
in the assets of Maxxplay Enterprises, Inc., that will
substantially enhance the value of the Company, and this
forward split is intended to more accurately depict the true
value of the Company, its assets, and business plans. It is
gratuitous in nature and not a capital raising transaction.
This proposed split is offered without consideration to the
shareholders of MAXZ. No money dividend is offered by reason
of the proposed stock split. If the stock subject to this
split presently bears a restrictive legend, any additional
shares issued by reason of the stock split shall also bear a
restrictive legend.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON
The following table shows how much MAXZ common stock is owned
as of February 18, 2003 by each Director, each executive officer
and each beneficial Shareholder owning in excess of 5%. As of
February 18, 2003, we are not aware of any other stockholders
owning 5% or more of MAXZ'S common stock. The aggregate number
of common shares issued and outstanding of MAXZ as of February 18,
2003 was 7,903,500.
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Name Number of Shares Owned Percent of Class
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EXECUTIVE OFFICERS AND DIRECTORS
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Roland Becker 720,000 9.1%
All officers and directors as a group 0 0%
5% OR GREATER SHAREHOLDERS
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Maxxium, Inc. 3,600,000 45.6%
Andrew Austin 800,000 10.1%
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Multiple shareholders sharing an address will receive only one
annual report unless we receive contrary instructions from one or
more of the security holders. We shall undertake to deliver promptly
upon written or oral request a separate copy of the annual report or
proxy statement, as applicable, to a security holder at a shared
address to which a single copy of the documents was delivered.
Security holders may contact the Company at 1770 Green Valley
Parkway, Ste. 3214, Las Vegas, Nevada 89014. The Company can also be
reach via telephone at (702) 616-7337.
OTHER MATTERS
Management does not know of any business other than referred to
in this information statement which may be considered at the
meeting. If any other matters should properly come before the Special
Meeting, such matters will be properly addressed and resolved and
those in attendance will vote on such matters in accordance with their
best judgment.
MaxxZone.com, Inc.
By order of the Board of Directors
/S/ ROLAND BECKER
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Roland Becker, President, Chief Executive Officer
Las Vegas, Nevada
Feburary 18, 2003
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