<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2001

                                                REGISTRATION NO. _______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               MediaX Corporation
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Nevada                                        84-1107138
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                         Identification No.)

      3455 La Cienega Boulevard, Building C, Los Angeles, California 90016
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

             Fee Agreement For Legal Services with Richard O. Weed,
                    MediaX Corporation 2001 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                 Nancy Poertner, President, MediaX Corporation,
      3455 La Cienega Boulevard, Building C, Los Angeles, California 90016
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (310) 815-8002
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<PAGE>   2

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                     PROPOSED             PROPOSED
                                AMOUNT OF             MAXIMUM              MAXIMUM        AMOUNT OF
  TITLE OF SECURITIES            SHARES              OFFERING             AGGREGATE      REGISTRATION
   TO BE REGISTERED         TO BE REGISTERED      PRICE PER SHARE    OFFERING PRICE(1)       FEE
  -------------------       ----------------      ---------------    -----------------   ------------
<S>                         <C>                   <C>                <C>                 <C>

$.0001 par value
 common stock                     500,000            $ .23(1)             $115,000          $ 28.75

$.0001 par value
 common stock
 underlying warrants              120,000            $2.50(2)             $300,000          $ 75.00

$.0001 par value
 common stock
 underlying stock options       1,000,000            $ .23(3)             $230,000          $ 57.50

TOTALS                          1,620,000                                 $645,000          $161.25
</TABLE>

----------

(1)   This calculation is made solely for the purposes of determining the
      registration fee pursuant to the provisions of Rule 457(c) under the
      Securities Act and is calculated on the basis of the average of the high
      and low prices per share of the common stock reported on the OTC Bulletin
      Board as of a date within five business days prior to the filing of this
      Registration Statement.

(2)   This calculation is made solely for the purposes of determining the
      registration fee pursuant to the provisions of Rule 457(g) under the
      Securities Act and is calculated upon the price at which the options may
      be exercised.

(3)   This calculation is made solely for the purposes of determining the
      registration fee pursuant to the provisions of Rule 457(g) under the
      Securities Act and is calculated on the basis of the average of the high
      and low prices per share of the common stock reported on the OTC Bulletin
      Board as of a date within five business days prior to the filing of this
      Registration Statement.


                                       2
<PAGE>   3

                                   PROSPECTUS

                               MediaX Corporation
                     3455 La Cienega Boulevard, Building C,
                          Los Angeles, California 90016
                                 (310) 815-8002

                        1,620,000 Shares Of Common Stock

         This prospectus relates to the offer and sale by MediaX Corporation, a
Nevada corporation ("MediaX"), of shares of its $.0001 par value per share
common stock to certain employees, officers, directors and consultants (the
"consultants") pursuant to a Consulting Agreement and the MediaX Corporation
2001 Stock Option Plan. Pursuant to a fee agreement for legal services entered
into between MediaX and the consultant for payment of services rendered, MediaX
is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, to the consultant 500,000 shares of common stock and
120,000 shares of common stock underlying certain stock options. Pursuant to the
MediaX Corporation 2001 Stock Option Plan, 1,000,000 shares registered hereunder
are issuable to employees, officers, directors and consultants covered by the
plan.

         The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of MediaX within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. MediaX is not registering
shares for any affiliates of the company. An affiliate is summarily, any
director, executive officer or controlling shareholder of MediaX or anyone of
its subsidiaries. An "affiliate" of MediaX is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
consultant who is not now an "affiliate" becomes an "affiliate" of MediaX in the
future, he would then be subject to Section 16(b) of the Exchange Act. The
common stock is traded on the OTC Bulletin Board under the symbol "MXMX".

         A concurrent offering on a Form SB-2 Registration Statement covering
2,826,584 shares of MediaX common stock and 100,000 shares of MediaX common
stock underlying warrants was declared effective by the Securities and Exchange
Commission on November 15, 2000. Further, a concurrent offering on a Form SB-2
Registration Statement covering 1,059,322 shares of MediaX common stock and
1,059,322 shares of MediaX common stock underlying warrants was declared
effective by the Securities and Exchange Commission on February 13, 2001. At the
date of this prospectus, MediaX was still distributing under these offerings.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is February 23, 2001


                                       3
<PAGE>   4

         This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by MediaX with the Commission are
qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: MediaX Corporation,
3455 La Cienega Boulevard, Building C, Los Angeles, California 90016. MediaX's
telephone number is (310) 815-8002.

         MediaX is subject to the reporting requirements of the Exchange Act and
in accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by MediaX under the Exchange Act may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549. Copies may be obtained at the prescribed
rates. MediaX's common stock is traded on the OTC Bulletin Board of the NASDAQ
Stock Market under the symbol "MXMX".

         No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by MediaX. This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.

         Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of MediaX since the date hereof.


                                       4
<PAGE>   5

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                         <C>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.........................6

Item 1.  Plan Information....................................................6
         General Information.................................................6
         The Company.........................................................6
         Purposes............................................................6
         Common Stock........................................................6
         The Consultants.....................................................6
         No Restrictions on Transfer.........................................6
         Tax Treatment to the Consultants....................................6
         Tax Treatment to the Company........................................7
         Restrictions on Resales.............................................7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION...............8

Item 2.  Registrant Information and Employee Plan Annual Information.........8
         Legal Opinion and Experts...........................................8
         Indemnification of Officers and Directors...........................8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT...........................9

Item 3.  Incorporation of Documents by Reference.............................9

Item 4.  Description of Securities...........................................9

Item 5.  Interests of Named Experts and Counsel..............................9

Item 6.  Indemnification of Directors and Officers...........................9

Item 7.  Exemption from Registration Claimed................................11

Item 8.  Exhibits...........................................................11

Item 9.  Undertakings.......................................................11

SIGNATURES..................................................................14

EXHIBIT INDEX...............................................................15
</TABLE>


                                       5
<PAGE>   6

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS


ITEM 1. PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         MediaX has its principal executive offices at 3455 La Cienega
Boulevard, Building C, Los Angeles, California 90016, where its telephone number
is (310) 815-8002.

PURPOSES

         MediaX will issue common stock to certain consultants pursuant to
consulting agreements entered into between these consultants and MediaX, which
agreements have been approved by the Board of Directors of MediaX. The
agreements are intended to provide a method whereby MediaX may be stimulated by
the personal involvement of the consultants in MediaX's future prosperity,
thereby advancing the interests of MediaX, and all of its shareholders. Further,
common stock will be issued to certain consultants pursuant to the MediaX 2001
Stock Option Plan, approved by the Board of Directors of MediaX. A copy of the
agreement and the Plan have been filed as exhibits to this registration
statement.

COMMON STOCK

         The Board has authorized the issuance of up to 1,620,000 shares of the
common stock to the consultants and upon effectiveness of this registration
statement.

THE CONSULTANTS

         The consultants have agreed to provide their expertise and advice to
MediaX for the purposes set forth in their agreements with MediaX.

NO RESTRICTIONS ON TRANSFER

         The consultants will become the record and beneficial owners of the
shares of common stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the common stock.

TAX TREATMENT TO THE CONSULTANTS

         The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The consultants, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt since there will be no


                                       6
<PAGE>   7

substantial risk of forfeiture or other restrictions on transfer. If, however,
the consultants receive shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed compensation
for federal income tax purposes. The consultants are urged to consult each of
their tax advisors on this matter. Further, if any recipient is an "affiliate,"
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.

TAX TREATMENT TO THE COMPANY

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be a tax deductible expense by
MediaX for federal income tax purposes in the taxable year of MediaX during
which the recipient recognizes income.

RESTRICTIONS ON RESALES

         In the event that an affiliate of MediaX acquires shares of common
stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of common stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to MediaX. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. MediaX has agreed that for
the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.


                                       7
<PAGE>   8

                       DOCUMENTS INCORPORATED BY REFERENCE
                           AND ADDITIONAL INFORMATION

         MediaX hereby incorporates by reference (i) its annual report on Form
10-KSB for the year ended December 31, 1999, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the Securities
or Exchange Act subsequent to any filed Form 10-K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by MediaX pursuant to Section 13,
14, or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this prospectus, will be sent or given to participants by the registrant as
specified by Rule 428(b)(1) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: MediaX Corporation, 3455 La Cienega Boulevard, Building
C, Los Angeles, California, where its telephone number is (310) 815-8002.

LEGAL OPINION AND EXPERTS

         Richard O. Weed has rendered an opinion on the validity of the
securities being registered. Mr. Weed is not an "affiliate" of MediaX.

         The financial statements of MediaX Corporation incorporated by
reference in this prospectus as of and for the year ended December 31, 1999 have
been audited by Corbin & Wertz, independent certified public accountants, as set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting. The financial statements of MediaX
Corporation incorporated by reference in this prospectus as of and for the year
ended December 31, 1998 have been audited by Davis & Co., CPAs, P.C.,
independent certified public accountants, as set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling MediaX,
MediaX has been informed that in the opinion of the 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 registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.


                                       8
<PAGE>   9

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         MediaX hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

                  (a) MediaX's latest Annual Report, whether filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act;

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by annual
         report referred to in (a), above; and

                  (c) The latest prospectus filed pursuant to Rule 424(b) under
         the Securities Act.

ITEM 4. DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e. the $.0001 par value
common stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751, the
text of which is set forth below.

         SECTION 78.7502. DISCRETIONARY AND MANDATORY INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS

         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 attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or 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


                                       9
<PAGE>   10

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.

         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, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

         SECTION 78.751. AUTHORIZATION REQUIRED FOR DISCRETIONARY
INDEMNIFICATION; ADVANCEMENT OF EXPENSES; LIMITATION ON INDEMNIFICATION AND
ADVANCEMENT OF EXPENSES

         1. Any discretionary indemnification under NRS 78.7502, unless ordered
by a court or advanced pursuant to subsection 2, may 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 the action, suit or proceeding;

         (c) If a majority vote of a quorum consisting of directors who were not
parties to the action, 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
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.


                                       10
<PAGE>   11

         2. 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 action, 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 the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

         3. 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 NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts 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 inures to the benefit of the heirs, executors and
administrators of such a person.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         (a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:

     EXHIBIT NO.          TITLE
     -----------          -----

          5.              Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         10.1             Fee Agreement for Legal Services with Richard O. Weed
         10.2             MediaX Corporation 2001 Stock Option Plan
         23.1             Consent of Richard O. Weed
         23.2             Consent of Davis & Co., CPA's, P.C.
         23.3             Consent of Corbin & Wertz

ITEM 9. UNDERTAKINGS

         The undersigned registrant 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:

                  (i)      include any prospectus required by Section 10 (a) (3)
                           of the Securities Act;


                                       11
<PAGE>   12

                  (ii)    reflect in the prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective amendment thereof)
                          which, individually or in the aggregate, represents a
                          fundamental change in the information set forth in the
                          registration statement;

                  (iii)   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;

                  Provided, however, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraph is incorporated by reference from
                  periodic reports filed by the registrant small business issuer
                  under the Exchange Act.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each post-effective amendment to 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.

         (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.

         (4)      To deliver or cause to be delivered with the prospectus, to
                  each person to whom the prospectus is sent or given, the
                  latest annual report to security holders that is incorporated
                  by reference in the prospectus and furnished pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus, to deliver, or cause
                  to be delivered to each person to whom the prospectus is sent
                  or given, the latest quarterly report that is specifically
                  incorporated by reference in the prospectus to provide such
                  interim financial information.

         (5)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of registrant pursuant to the foregoing
                  provisions, or otherwise, 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 registrant of expenses incurred or
                  paid by a director, officer or controlling person of
                  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, 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 is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities 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


                                       12
<PAGE>   13

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.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Los Angeles, State of California on February 20, 2001.

                                        MediaX Corporation
                                        (Registrant)


                                        By:  /s/ Nancy Poertner
                                             -----------------------------------
                                                 Nancy Poertner, President


         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>
          Signatures                     Title                         Date
          ----------                     -----                         ----
<S>                             <C>                              <C>
/s/ Nancy Poertner              President, Secretary,            February 20, 2001
-------------------------       Director
    Nancy Poertner

/s/ Rainer Poertner             Director                         February 20, 2001
------------------------
    Rainer Poertner

/s/ Matthew MacLaurin           Executive Vice President,        February 20, 2001
-----------------------         Director
    Matthew MacLaurin

/s/ Jackie Cabellon             Controller (Principal            February 20, 2001
---------------------           Accounting Officer)
    Jackie Cabellon
</TABLE>


                                       13
<PAGE>   14

EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:

<TABLE>
<CAPTION>
   EXHIBIT
  NUMBER IN
REGISTRATION
  STATEMENT                                DESCRIPTION
------------                               -----------
<S>                      <C>
      5.                 Opinion of Counsel
     10.1                Fee Agreement for Legal Services with Richard O. Weed
     10.2                MediaX Corporation 2001 Stock Option Plan
     23.1                Consent of Richard O. Weed, counsel to MediaX
     23.2                Consent of Davis & Co., CPA's, P.C.
     23.3                Consent of Corbin & Wertz
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a69889ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 37167}]
{"company-data": {"conformed-name": "MEDIAX CORP", "cik": "0000849291", "assigned-sic": "7374", "irs-number": "841107138", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56084", "film-number": "1552920"}, "business-address": {"street1": "8522 NATIONAL BOULEVARD", "street2": "SUITE 110", "city": "CULVER CITY", "state": "CA", "zip": "90232", "phone": "310-815-80"}, "mail-address": {"street1": "3960 INCE BOULEVARD", "street2": "SECOND FLOOR", "city": "CULVER CITY", "state": "CA", "zip": "90232"}, "former-company": [{"former-conformed-name": "ZEITGEIST WERKS INC", "date-changed": "19960307"}, {"former-conformed-name": "EDINBURGH CAPITAL INC", "date-changed": "19920703"}]}
1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2001

                                                REGISTRATION NO. _______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               MediaX Corporation
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Nevada                                        84-1107138
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                         Identification No.)

      3455 La Cienega Boulevard, Building C, Los Angeles, California 90016
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

             Fee Agreement For Legal Services with Richard O. Weed,
                    MediaX Corporation 2001 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                 Nancy Poertner, President, MediaX Corporation,
      3455 La Cienega Boulevard, Building C, Los Angeles, California 90016
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (310) 815-8002
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
2

                         CALCULATION OF REGISTRATION FEE
PROPOSED             PROPOSED
                                AMOUNT OF             MAXIMUM              MAXIMUM        AMOUNT OF
  TITLE OF SECURITIES            SHARES              OFFERING             AGGREGATE      REGISTRATION
   TO BE REGISTERED         TO BE REGISTERED      PRICE PER SHARE    OFFERING PRICE(1)       FEE
  -------------------       ----------------      ---------------    -----------------   ------------
$.0001 par value
 common stock                     500,000            $ .23(1)             $115,000          $ 28.75

$.0001 par value
 common stock
 underlying warrants              120,000            $2.50(2)             $300,000          $ 75.00

$.0001 par value
 common stock
 underlying stock options       1,000,000            $ .23(3)             $230,000          $ 57.50

TOTALS                          1,620,000                                 $645,000          $161.25
----------

(1)   This calculation is made solely for the purposes of determining the
      registration fee pursuant to the provisions of Rule 457(c) under the
      Securities Act and is calculated on the basis of the average of the high
      and low prices per share of the common stock reported on the OTC Bulletin
      Board as of a date within five business days prior to the filing of this
      Registration Statement.

(2)   This calculation is made solely for the purposes of determining the
      registration fee pursuant to the provisions of Rule 457(g) under the
      Securities Act and is calculated upon the price at which the options may
      be exercised.

(3)   This calculation is made solely for the purposes of determining the
      registration fee pursuant to the provisions of Rule 457(g) under the
      Securities Act and is calculated on the basis of the average of the high
      and low prices per share of the common stock reported on the OTC Bulletin
      Board as of a date within five business days prior to the filing of this
      Registration Statement.

                                       2
3

                                   PROSPECTUS

                               MediaX Corporation
                     3455 La Cienega Boulevard, Building C,
                          Los Angeles, California 90016
                                 (310) 815-8002

                        1,620,000 Shares Of Common Stock

         This prospectus relates to the offer and sale by MediaX Corporation, a
Nevada corporation ("MediaX"), of shares of its $.0001 par value per share
common stock to certain employees, officers, directors and consultants (the
"consultants") pursuant to a Consulting Agreement and the MediaX Corporation
2001 Stock Option Plan. Pursuant to a fee agreement for legal services entered
into between MediaX and the consultant for payment of services rendered, MediaX
is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, to the consultant 500,000 shares of common stock and
120,000 shares of common stock underlying certain stock options. Pursuant to the
MediaX Corporation 2001 Stock Option Plan, 1,000,000 shares registered hereunder
are issuable to employees, officers, directors and consultants covered by the
plan.

         The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of MediaX within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. MediaX is not registering
shares for any affiliates of the company. An affiliate is summarily, any
director, executive officer or controlling shareholder of MediaX or anyone of
its subsidiaries. An "affiliate" of MediaX is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
consultant who is not now an "affiliate" becomes an "affiliate" of MediaX in the
future, he would then be subject to Section 16(b) of the Exchange Act. The
common stock is traded on the OTC Bulletin Board under the symbol "MXMX".

         A concurrent offering on a Form SB-2 Registration Statement covering
2,826,584 shares of MediaX common stock and 100,000 shares of MediaX common
stock underlying warrants was declared effective by the Securities and Exchange
Commission on November 15, 2000. Further, a concurrent offering on a Form SB-2
Registration Statement covering 1,059,322 shares of MediaX common stock and
1,059,322 shares of MediaX common stock underlying warrants was declared
effective by the Securities and Exchange Commission on February 13, 2001. At the
date of this prospectus, MediaX was still distributing under these offerings.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is February 23, 2001

                                       3
4

         This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by MediaX with the Commission are
qualified in their entirety by the reference thereto.

         A copy of any document or part thereof incorporated by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: MediaX Corporation,
3455 La Cienega Boulevard, Building C, Los Angeles, California 90016. MediaX's
telephone number is (310) 815-8002.

         MediaX is subject to the reporting requirements of the Exchange Act and
in accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by MediaX under the Exchange Act may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549. Copies may be obtained at the prescribed
rates. MediaX's common stock is traded on the OTC Bulletin Board of the NASDAQ
Stock Market under the symbol "MXMX".

         No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by MediaX. This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.

         Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of MediaX since the date hereof.

                                       4
5

                                TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.........................6

Item 1.  Plan Information....................................................6
         General Information.................................................6
         The Company.........................................................6
         Purposes............................................................6
         Common Stock........................................................6
         The Consultants.....................................................6
         No Restrictions on Transfer.........................................6
         Tax Treatment to the Consultants....................................6
         Tax Treatment to the Company........................................7
         Restrictions on Resales.............................................7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION...............8

Item 2.  Registrant Information and Employee Plan Annual Information.........8
         Legal Opinion and Experts...........................................8
         Indemnification of Officers and Directors...........................8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT...........................9

Item 3.  Incorporation of Documents by Reference.............................9

Item 4.  Description of Securities...........................................9

Item 5.  Interests of Named Experts and Counsel..............................9

Item 6.  Indemnification of Directors and Officers...........................9

Item 7.  Exemption from Registration Claimed................................11

Item 8.  Exhibits...........................................................11

Item 9.  Undertakings.......................................................11

SIGNATURES..................................................................14

EXHIBIT INDEX...............................................................15
5
6

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

ITEM 1. PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         MediaX has its principal executive offices at 3455 La Cienega
Boulevard, Building C, Los Angeles, California 90016, where its telephone number
is (310) 815-8002.

PURPOSES

         MediaX will issue common stock to certain consultants pursuant to
consulting agreements entered into between these consultants and MediaX, which
agreements have been approved by the Board of Directors of MediaX. The
agreements are intended to provide a method whereby MediaX may be stimulated by
the personal involvement of the consultants in MediaX's future prosperity,
thereby advancing the interests of MediaX, and all of its shareholders. Further,
common stock will be issued to certain consultants pursuant to the MediaX 2001
Stock Option Plan, approved by the Board of Directors of MediaX. A copy of the
agreement and the Plan have been filed as exhibits to this registration
statement.

COMMON STOCK

         The Board has authorized the issuance of up to 1,620,000 shares of the
common stock to the consultants and upon effectiveness of this registration
statement.

THE CONSULTANTS

         The consultants have agreed to provide their expertise and advice to
MediaX for the purposes set forth in their agreements with MediaX.

NO RESTRICTIONS ON TRANSFER

         The consultants will become the record and beneficial owners of the
shares of common stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the common stock.

TAX TREATMENT TO THE CONSULTANTS

         The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The consultants, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt since there will be no

                                       6
7

substantial risk of forfeiture or other restrictions on transfer. If, however,
the consultants receive shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed compensation
for federal income tax purposes. The consultants are urged to consult each of
their tax advisors on this matter. Further, if any recipient is an "affiliate,"
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.

TAX TREATMENT TO THE COMPANY

         The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be a tax deductible expense by
MediaX for federal income tax purposes in the taxable year of MediaX during
which the recipient recognizes income.

RESTRICTIONS ON RESALES

         In the event that an affiliate of MediaX acquires shares of common
stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of common stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to MediaX. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. MediaX has agreed that for
the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

                                       7
8

                       DOCUMENTS INCORPORATED BY REFERENCE
                           AND ADDITIONAL INFORMATION

         MediaX hereby incorporates by reference (i) its annual report on Form
10-KSB for the year ended December 31, 1999, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the Securities
or Exchange Act subsequent to any filed Form 10-K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by MediaX pursuant to Section 13,
14, or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this prospectus, will be sent or given to participants by the registrant as
specified by Rule 428(b)(1) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: MediaX Corporation, 3455 La Cienega Boulevard, Building
C, Los Angeles, California, where its telephone number is (310) 815-8002.

LEGAL OPINION AND EXPERTS

         Richard O. Weed has rendered an opinion on the validity of the
securities being registered. Mr. Weed is not an "affiliate" of MediaX.

         The financial statements of MediaX Corporation incorporated by
reference in this prospectus as of and for the year ended December 31, 1999 have
been audited by Corbin & Wertz, independent certified public accountants, as set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting. The financial statements of MediaX
Corporation incorporated by reference in this prospectus as of and for the year
ended December 31, 1998 have been audited by Davis & Co., CPAs, P.C.,
independent certified public accountants, as set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling MediaX,
MediaX has been informed that in the opinion of the 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 registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

                                       8
9

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         MediaX hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

                  (a) MediaX's latest Annual Report, whether filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act;

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by annual
         report referred to in (a), above; and

                  (c) The latest prospectus filed pursuant to Rule 424(b) under
         the Securities Act.

ITEM 4. DESCRIPTION OF SECURITIES

         No description of the class of securities (i.e. the $.0001 par value
common stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751, the
text of which is set forth below.

         SECTION 78.7502. DISCRETIONARY AND MANDATORY INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS

         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 attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or 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

                                       9
10

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.

         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, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

         SECTION 78.751. AUTHORIZATION REQUIRED FOR DISCRETIONARY
INDEMNIFICATION; ADVANCEMENT OF EXPENSES; LIMITATION ON INDEMNIFICATION AND
ADVANCEMENT OF EXPENSES

         1. Any discretionary indemnification under NRS 78.7502, unless ordered
by a court or advanced pursuant to subsection 2, may 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 the action, suit or proceeding;

         (c) If a majority vote of a quorum consisting of directors who were not
parties to the action, 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
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.

                                       10
11

         2. 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 action, 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 the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

         3. 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 NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts 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 inures to the benefit of the heirs, executors and
administrators of such a person.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         (a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:

     EXHIBIT NO.          TITLE
     -----------          -----

          5.              Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         10.1             Fee Agreement for Legal Services with Richard O. Weed
         10.2             MediaX Corporation 2001 Stock Option Plan
         23.1             Consent of Richard O. Weed
         23.2             Consent of Davis & Co., CPA's, P.C.
         23.3             Consent of Corbin & Wertz

ITEM 9. UNDERTAKINGS

         The undersigned registrant 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:

                  (i)      include any prospectus required by Section 10 (a) (3)
                           of the Securities Act;

                                       11
12

                  (ii)    reflect in the prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective amendment thereof)
                          which, individually or in the aggregate, represents a
                          fundamental change in the information set forth in the
                          registration statement;

                  (iii)   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;

                  Provided, however, paragraphs (i) and (ii) shall not apply if
                  the information required to be included in a post-effective
                  amendment by those paragraph is incorporated by reference from
                  periodic reports filed by the registrant small business issuer
                  under the Exchange Act.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each post-effective amendment to 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.

         (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.

         (4)      To deliver or cause to be delivered with the prospectus, to
                  each person to whom the prospectus is sent or given, the
                  latest annual report to security holders that is incorporated
                  by reference in the prospectus and furnished pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus, to deliver, or cause
                  to be delivered to each person to whom the prospectus is sent
                  or given, the latest quarterly report that is specifically
                  incorporated by reference in the prospectus to provide such
                  interim financial information.

         (5)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of registrant pursuant to the foregoing
                  provisions, or otherwise, 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 registrant of expenses incurred or
                  paid by a director, officer or controlling person of
                  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, 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 is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.

         Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities 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

                                       12
13

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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Los Angeles, State of California on February 20, 2001.

                                        MediaX Corporation
                                        (Registrant)

                                        By:  /s/ Nancy Poertner
                                             -----------------------------------
                                                 Nancy Poertner, President

         Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures                     Title                         Date
          ----------                     -----                         ----
/s/ Nancy Poertner              President, Secretary,            February 20, 2001
-------------------------       Director
    Nancy Poertner

/s/ Rainer Poertner             Director                         February 20, 2001
------------------------
    Rainer Poertner

/s/ Matthew MacLaurin           Executive Vice President,        February 20, 2001
-----------------------         Director
    Matthew MacLaurin

/s/ Jackie Cabellon             Controller (Principal            February 20, 2001
---------------------           Accounting Officer)
    Jackie Cabellon
13
14

EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
EXHIBIT
  NUMBER IN
REGISTRATION
  STATEMENT                                DESCRIPTION
------------                               -----------
5.                 Opinion of Counsel
     10.1                Fee Agreement for Legal Services with Richard O. Weed
     10.2                MediaX Corporation 2001 Stock Option Plan
     23.1                Consent of Richard O. Weed, counsel to MediaX
     23.2                Consent of Davis & Co., CPA's, P.C.
     23.3                Consent of Corbin & Wertz