U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAXXZONE.COM, INC
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0503197
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) INDENTIFICATION NO.)
1770 N. Green Valley Pkwy.
Suite 3214
Las Vegas, NV 89014
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(Address of principal executive (Zip Code)
offices)
(702) 616-7337
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(Registrant's telephone number, including area code)
Amended Consulting Agreements Between
the Company and Andrew S. Austin, Tad Mailander,
Eric L. Brown, and David Chang
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(Full title of the plans)
Roland Becker, President
MaxxZone.com, Inc.
1770 N. Green Valley Pkwy., Suite 3214
Las Vegas, NV 89014
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(Name and address of agent for service)
(702) 616-7337
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount to Proposed Proposed Maximum Registration
To be Registered be Registered Maximum Aggregate Offering Fee.
Offering Price
Price
Common Stock, 3,250,000 $0.032* $104,000.00 $26.00
Par value, $0.001
Per share.
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* (1) Computed in accordance with Section 6(b) of the Securities Act by
multiplying 0.00025 by the proposed maximum aggregate offering price.
Estimated solely for purposes of calculating the registration
fee. Calculated in accordance with Rule 457(h) 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 June 12, 2003.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to
individual persons as compensation for services rendered to
the Company. The exact services sought as consideration for
the common shares issued in this registration statement were
originally set out in a previous Form S-8 Registration
Statement filed by the Company on February 19, 2003, that contained
the subject consultancy contracts. The Company, by virtue
of those agreements, the exact content of which is incorporated
herein by reference, seeks to modify them to extend their
respective terms and to increase compensation thereunder.
All terms of the subject contracts, except as to the
term and compensation are exactly the same.
The Company has considered the value of the
shares of common stock in relation to the value of the
services to be rendered, and the Company's Board of
Directors has, by resolution, determined to modify existing
consultancy agreements and further has agreed upon the
number of shares issued to be commensurate with the services
provided as modified. The following individuals are the natural
persons contracting with the Company to provide the consultancy
services; the number of shares adjacent to each name is
indicative of the compensation to be received under each of
the consultancy agreements:
Andrew S. Austin 2,000,000
Eric L. Brown 400,000
David Chang 600,000
Tad Mailander 250,000
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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.
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, 2002,
filed April 14, 2003, 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, 2002; 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.
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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
(206) 612-4399
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.
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
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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.
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3. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense 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.
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(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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4a - Modified Consulting Agreement between MaxxZone.com, Inc.
and Andrew S. Austin
4b - Modified Consulting Agreement between MaxxZone.com, Inc.
and Eric L. Brown
4c - Consulting Agreement between MaxxZone.com, Inc. and
David Chang
5 - Opinion of Mailander Law Office, APC, Tad Mailander, Esq.
5a - Consent of Mailander Law Office, APC, Tad Mailander, Esq.
(included in Exhibit 5)
23.b - Consent of Beckstead and Watts, LLP
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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.
(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
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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 7th day of February, 2003.
MaxxZone.com, Inc.
By: /s/ Roland Becker
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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:
June 12, 2003
/s/ Roland Becker
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Roland Becker
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