SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                  TEN STIX INC.
             (Exact name of Registrant as specified in its charter)

      COLORADO                                                  84-1351184
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

3101 Riverside Drive, Idaho Springs, CO                          80452
(Address of principal executive offices)                      (Zip Code)

                          Ten Stix Inc. 2003 Stock Plan
                 Corporate Imaging Agreement with David Keaveney
                            (Full Title of the Plan)

                                Thomas E. Sawyer
                                President and CEO
                              3101 Riverside Drive
                          Idaho Springs, Colorado 80452
                     (Name and Address of Agent For Service)

                                 (303) 567-0163
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                             Wenthur & Chachas, LLP
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800
<TABLE>
<CAPTION>

                         Calculation of Registration Fee
=================================================== ================ ======================= ======================== =============
<S>                                                 <C>              <C>                      <C>                     <C>
                                                                        Proposed Maximum        Proposed Maximum        Amount Of
            Title Of Securities To Be                Amount To Be      Offering Price Per      Aggregate Offering      Registration
                    Registered                       Registered(1)          Share(2)                Price(3)              Fee(3)
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------

Ten Stix Inc.  2003 Stock Plan
Common Stock, $0.001 Par Value                        15,000,000             $0.06                    $900,000            $72.81
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------

Common Stock, $0.001 Par Value, to be issued
pursuant to a Corporate Imaging Agreement with
David Keaveney                                         1,500,000             $0.06                    $  90,000           $ 7.28
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------
</TABLE>

(1)  This Registration Statement covers (a) 15,000,000 shares of the
     Registrant's common stock, par value $0.001 per share (the "Common Stock"),
     that may be issued under the Ten Stix Inc., 2003 Stock Plan (the "2003
     Stock Plan"), and (b) 1,500,000 shares of the Registrant's Common Stock to
     be issued pursuant to the Corporate Imaging Agreement between the
     Registrant and David Keaveney (the "CI Agreement"). This Registration
     Statement shall also cover any additional shares of Common Stock which
     become issuable under the 2003 Stock Plan by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the outstanding shares of Registrant's Common Stock.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     sale prices of the Common Stock on the OTC Bulletin Board on September 11,
     2003.

(3)  Estimated in accordance with Rule 457(h)(1) under the Securities Act of
     1933, as amended, solely for the purpose of determining the registration
     fee.

                                       1
<PAGE>
                                    PART II.

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     Ten Stix Inc., (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

          (a) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since the end of the fiscal year covered by the Form S-8
     on Form 10-KSB referred to in paragraph (a) above.

          (b) The description of the Registrant's common stock, which is
     contained in a registration statement filed on Form 10-SB with the
     Commission on February 8, 2001, registration number 000-32323, as amended.

          In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
     to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference into this
     registration statement and to be a part hereof from the date of filing of
     such documents.

Item 4.  Description of Securities.

     The Company is authorized to issue 500,000,000 shares of $.001 par value
Common Stock and 100,000 shares of $.001 par value Preferred Stock.

Common Stock
------------

     As of the date of this Form S-8, a total of 500,000,000 shares of Common
Stock have been authorized. There are 18,170,688 shares of Common Stock issued
and outstanding.

     Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required by law, holders of shares of Common Stock will not vote separately as a
class, but will vote together with the holders of outstanding shares of other
classes or capital stock. There is no right to cumulate votes for the election
of directors. A majority of the issued and outstanding Common Stock constitutes
a quorum at any meeting of stockholders and the vote by the holders of a
majority of the outstanding shares is required to effect certain fundamental
corporate changes such as liquidation, merger or an amendment to the Articles of
Incorporation.

     Holders of shares of Common Stock are entitled to receive dividends if, as
and when, declared by the Board of Directors out of funds legally available
therefore, after payment of dividends required to be paid on outstanding shares
of Preferred Stock. Upon liquidation of the Company, holders of shares of Common
Stock are entitled to share ratably in all assets of the Company remaining after
payment of liabilities, subject to the liquidation preference rights of any
outstanding shares of Preferred Stock. Holders of shares of Common Stock have no
conversion, redemption or preemptive rights. The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of the
holders of Preferred Stock. The outstanding shares of Common Stock are fully
paid and nonassessable. The shares of Common Stock issued upon conversion of
Preferred Stock or Preferred Stock Dividends and payment therefore, will be
validly issued, fully paid and nonassessable.

                                       2
<PAGE>
Preferred Stock
---------------

     In accordance with the Company's Articles of Incorporation, as amended (the
"Articles"), the Board of Directors may designate the relative rights and
preferences of the Company's Preferred Stock, when and if issued. Such rights
include preferences as to conversion rights and voting rights, of which may be
dilutive of the interest of the holders of the Common Stock. The issuance of the
Preferred Stock may have an adverse effect on the rights of the holders of
Common Stock.

     As of the date of this Form S-8, a total of 100,000 shares of Preferred
Stock have been authorized. There are 96 shares of Preferred Stock issued and
outstanding.

     Voting Rights. The holders of the Preferred Stock will have the same voting
rights as the holders of the Common Stock. In exercising any such vote, each
outstanding share of Preferred Stock will be entitled and equivalent to five
hundred (500) shares of the Common Stock.

     Other Provisions. Except as otherwise required by the Colorado Business
Corporation Act, the holders of Preferred Stock will have the same rights as the
holders of Common Stock. The shares of Preferred Stock, when issued as described
herein, will be duly and validly issued, fully paid and nonassessable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Registrant's common stock that may be offered under the
Plan will be passed upon for Registrant by Wenthur & Chachas, LLP, 4180 La Jolla
Village Drive, Suite 500, La Jolla, California 92037. Wenthur & Chachas, LLP,
does not currently own any shares of the Registrant but pursuant to an agreement
with the Company shall receive either $5,000 in cash or 50,000 shares of Common
Stock for legal services rendered.

Item 6.  Indemnification of Directors and Officers.

     The By-laws of the Registrant DO NOT contain a provision entitling any
director or executive officer to indemnification against its liability under the
Securities Act.

     The Colorado Revised Statutes allows a company to indemnify our officers,
directors, employees, and agents from any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the Registrant. A determination may be made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

     Provided the terms and conditions of these provisions under Colorado law
are met, officers, directors, employees, and agents of the Registrant may be
indemnified against any cost, loss, or expense arising out of any liability
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

                                       3
<PAGE>

     Title 7 Article 109 of the Colorado General Corporation Law, provides
further for permissive indemnification of officers and directors, and insurance,
as follows:

7-109-101. Definitions.
----------------------

     As used in this article:

     (1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

     (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, an officer, an agent, an
associate, an employee, a fiduciary, a manager, a member, a partner, a promoter,
or a trustee of, or to hold any similar position with, another domestic or
foreign corporation or other person or of an employee benefit plan. A director
is considered to be serving an employee benefit plan at the corporation's
request if the director's duties to the corporation also impose duties on, or
otherwise involve services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

     (3) "Expenses" includes counsel fees.

     (4) "Liability" means the obligation incurred with respect to a proceeding
to pay a judgment, settlement, penalty, fine, including an excise tax assessed
with respect to an employee benefit plan, or reasonable expenses.

     (5) "Official capacity" means, when used with respect to a director, the
office of director in a corporation and, when used with respect to a person
other than a director as contemplated in section 7-109-107, the office in a
corporation held by the officer or the employment, fiduciary, or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation. "Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.

     (6) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

     (7) "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

7-109-102. Authority to indemnify directors.
--------------------------------------------

     (1) Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or was a
director against liability incurred in the proceeding if:

          (a) The person conducted himself or herself in good faith; and

          (b) The person reasonably believed:

               (I) In the case of conduct in an official capacity with the
          corporation, that his or her conduct was in the corporation's best
          interests; and

               (II) In all other cases, that his or her conduct was at least not
          opposed to the corporation's best interests; and

                                       4
<PAGE>
          (c) In the case of any criminal proceeding, the person had no
     reasonable cause to believe his or her conduct was unlawful.

     (2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (II) of paragraph (b) of subsection (1) of this
section. A director's conduct with respect to an employee benefit plan for a
purpose that the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not to satisfy
the requirements of paragraph (a) of subsection (1) of this section.

     (3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

     (4) A corporation may not indemnify a director under this section:

          (a) In connection with a proceeding by or in the right of the
     corporation in which the director was adjudged liable to the corporation;
     or

          (b) In connection with any other proceeding charging that the director
     derived an improper personal benefit, whether or not involving action in an
     official capacity, in which proceeding the director was adjudged liable on
     the basis that he or she derived an improper personal benefit.

     (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

7-109-103. Mandatory indemnification of directors.
-------------------------------------------------

     Unless limited by its articles of incorporation, a corporation shall
indemnify a person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her in
connection with the proceeding.

7-109-104. Advance of expenses to directors.
---------------------------------------------

     (1) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

          (a) The director furnishes to the corporation a written affirmation of
     the director's good faith belief that he or she has met the standard of
     conduct described in section 7-109-102;

          (b) The director furnishes to the corporation a written undertaking,
     executed personally or on the director's behalf, to repay the advance if it
     is ultimately determined that he or she did not meet the standard of
     conduct; and

          (c) A determination is made that the facts then known to those making
     the determination would not preclude indemnification under this article.

     (2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment.

     (3) Determinations and authorizations of payments under this section shall
be made in the manner specified in section 7-109-106.

                                       5
<PAGE>
7-109-105. Court-ordered indemnification of directors.
-----------------------------------------------------

     (1) Unless otherwise provided in the articles of incorporation, a director
who is or was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following manner:

          (a) If it determines that the director is entitled to mandatory
     indemnification under section 7-109-103, the court shall order
     indemnification, in which case the court shall also order the corporation
     to pay the director's reasonable expenses incurred to obtain court-ordered
     indemnification.

          (b) If it determines that the director is fairly and reasonably
     entitled to indemnification in view of all the relevant circumstances,
     whether or not the director met the standard of conduct set forth in
     section 7-109-102 (1) or was adjudged liable in the circumstances described
     in section 7-109-102 (4), the court may order such indemnification as the
     court deems proper; except that the indemnification with respect to any
     proceeding in which liability shall have been adjudged in the circumstances
     described in section 7-109-102 (4) is limited to reasonable expenses
     incurred in connection with the proceeding and reasonable expenses incurred
     to obtain court-ordered indemnification.

7-109-106. Determination and authorization of indemnification of directors.
---------------------------------------------------------------------------

     (1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been made.

     (2) The determinations required by subsection (1) of this section shall be
made:

          (a) By the board of directors by a majority vote of those present at a
     meeting at which a quorum is present, and only those directors not parties
     to the proceeding shall be counted in satisfying the quorum; or

          (b) If a quorum cannot be obtained, by a majority vote of a committee
     of the board of directors designated by the board of directors, which
     committee shall consist of two or more directors not parties to the
     proceeding; except that directors who are parties to the proceeding may
     participate in the designation of directors for the committee.

     (3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established under
paragraph (b) of subsection (2) of this section, or, even if a quorum is
obtained or a committee is designated, if a majority of the directors
constituting such quorum or such committee so directs, the determination
required to be made by subsection (1) of this section shall be made:

          (a) By independent legal counsel selected by a vote of the board of
     directors or the committee in the manner specified in paragraph (a) or (b)
     of subsection (2) of this section or, if a quorum of the full board cannot
     be obtained and a committee cannot be established, by independent legal
     counsel selected by a majority vote of the full board of directors; or

          (b) By the shareholders.

                                       6
<PAGE>

     (4) Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible; except that, if the determination that indemnification
or advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.

7-109-107. Indemnification of officers, employees, fiduciaries, and agents.
---------------------------------------------------------------------------

     (1) Unless otherwise provided in the articles of incorporation:

          (a) An officer is entitled to mandatory indemnification under section
     7-109-103, and is entitled to apply for court-ordered indemnification under
     section 7-109-105, in each case to the same extent as a director;

          (b) A corporation may indemnify and advance expenses to an officer,
     employee, fiduciary, or agent of the corporation to the same extent as to a
     director; and

          (c) A corporation may also indemnify and advance expenses to an
     officer, employee, fiduciary, or agent who is not a director to a greater
     extent, if not inconsistent with public policy, and if provided for by its
     bylaws, general or specific action of its board of directors or
     shareholders, or contract.

7-109-108. Insurance.
--------------------

     A corporation may purchase and maintain insurance on behalf of a person who
is or was a director, officer, employee, fiduciary, or agent of the corporation,
or who, while a director, officer, employee, fiduciary, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan, against
liability asserted against or incurred by the person in that capacity or arising
from his or her status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify the person against
the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity or any other interest
through stock ownership or otherwise.

7-109-109. Limitation of indemnification of directors.
------------------------------------------------------

     (1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

     (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

                                       7
<PAGE>
7-109-110. Notice to shareholders of indemnification of director.
-----------------------------------------------------------------

     If a corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the corporation,
the corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibit
     --------
     4.1      Ten Stix Inc. 2003 Stock Plan;
     4.2      Corporate Imaging Agreement with David Keaveney;
     5.1      Opinion of Wenthur & Chachas, LLP;
     23.1     Consent of AJ Robbins, PC;
     23.2     Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1); and,
     24.1     Power of Attorney.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

               (ii) To 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, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any additional or changed 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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Company
     pursuant to Section 13 or Section 15(d) of the Exchange Act and are
     incorporated by reference to the registration statement.

          (2) That, for the purpose of determining any liability under the 1933
     Act, 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) That for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's Form S-8 pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's Form S-8 pursuant to Section 15(d) of the Exchange Act) 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.

                                       8
<PAGE>
     (h) Insofar as indemnification for liabilities arising under the 1933 Act,
as amended, may be permitted to directors, executive officers and controlling
persons of the Registrant as outlined above or otherwise, the Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 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, executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, executive 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 of whether such indemnification by it
is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                   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 Idaho Springs, State of Colorado on the date written
below.

                                             TEN STIX INC.
                                             A Colorado Corporation



Dated: September 13, 2003                    /S/ Thomas E. Sawyer
                                             --------------------------------
                                             By:   Thomas E. Sawyer
                                             Its:  President, Treasurer and
                                                   Chief Executive Officer




Dated: September 13, 2003                    /S/ Tony A. Cranford
                                             --------------------------------
                                             By:  Tony A. Cranford
                                             Its:  Vice President and Secretary


                                       9
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

         Exhibit           Description
         <S>               <C>
         4.1               Ten Stix Inc. 2003 Stock Plan;
         4.2               Corporate Imaging Agreement;
         5.1               Opinion of Wenthur & Chachas, LLP;
         23.1              Consent of AJ Robbins, PC;
         23.2              Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1); and,
         24.1              Power of Attorney.
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                  TEN STIX INC.
             (Exact name of Registrant as specified in its charter)

      COLORADO                                                  84-1351184
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

3101 Riverside Drive, Idaho Springs, CO                          80452
(Address of principal executive offices)                      (Zip Code)

                          Ten Stix Inc. 2003 Stock Plan
                 Corporate Imaging Agreement with David Keaveney
                            (Full Title of the Plan)

                                Thomas E. Sawyer
                                President and CEO
                              3101 Riverside Drive
                          Idaho Springs, Colorado 80452
                     (Name and Address of Agent For Service)

                                 (303) 567-0163
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                             Wenthur & Chachas, LLP
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800
Calculation of Registration Fee
=================================================== ================ ======================= ======================== =============
Proposed Maximum        Proposed Maximum        Amount Of
            Title Of Securities To Be                Amount To Be      Offering Price Per      Aggregate Offering      Registration
                    Registered                       Registered(1)          Share(2)                Price(3)              Fee(3)
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------

Ten Stix Inc.  2003 Stock Plan
Common Stock, $0.001 Par Value                        15,000,000             $0.06                    $900,000            $72.81
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------

Common Stock, $0.001 Par Value, to be issued
pursuant to a Corporate Imaging Agreement with
David Keaveney                                         1,500,000             $0.06                    $  90,000           $ 7.28
--------------------------------------------------- ---------------- ----------------------- ------------------------ -------------
(1)  This Registration Statement covers (a) 15,000,000 shares of the
     Registrant's common stock, par value $0.001 per share (the "Common Stock"),
     that may be issued under the Ten Stix Inc., 2003 Stock Plan (the "2003
     Stock Plan"), and (b) 1,500,000 shares of the Registrant's Common Stock to
     be issued pursuant to the Corporate Imaging Agreement between the
     Registrant and David Keaveney (the "CI Agreement"). This Registration
     Statement shall also cover any additional shares of Common Stock which
     become issuable under the 2003 Stock Plan by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the outstanding shares of Registrant's Common Stock.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     sale prices of the Common Stock on the OTC Bulletin Board on September 11,
     2003.

(3)  Estimated in accordance with Rule 457(h)(1) under the Securities Act of
     1933, as amended, solely for the purpose of determining the registration
     fee.

                                       1
PART II.

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

     Ten Stix Inc., (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

          (a) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since the end of the fiscal year covered by the Form S-8
     on Form 10-KSB referred to in paragraph (a) above.

          (b) The description of the Registrant's common stock, which is
     contained in a registration statement filed on Form 10-SB with the
     Commission on February 8, 2001, registration number 000-32323, as amended.

          In addition, all documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
     to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference into this
     registration statement and to be a part hereof from the date of filing of
     such documents.

Item 4.  Description of Securities.

     The Company is authorized to issue 500,000,000 shares of $.001 par value
Common Stock and 100,000 shares of $.001 par value Preferred Stock.

Common Stock
------------

     As of the date of this Form S-8, a total of 500,000,000 shares of Common
Stock have been authorized. There are 18,170,688 shares of Common Stock issued
and outstanding.

     Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required by law, holders of shares of Common Stock will not vote separately as a
class, but will vote together with the holders of outstanding shares of other
classes or capital stock. There is no right to cumulate votes for the election
of directors. A majority of the issued and outstanding Common Stock constitutes
a quorum at any meeting of stockholders and the vote by the holders of a
majority of the outstanding shares is required to effect certain fundamental
corporate changes such as liquidation, merger or an amendment to the Articles of
Incorporation.

     Holders of shares of Common Stock are entitled to receive dividends if, as
and when, declared by the Board of Directors out of funds legally available
therefore, after payment of dividends required to be paid on outstanding shares
of Preferred Stock. Upon liquidation of the Company, holders of shares of Common
Stock are entitled to share ratably in all assets of the Company remaining after
payment of liabilities, subject to the liquidation preference rights of any
outstanding shares of Preferred Stock. Holders of shares of Common Stock have no
conversion, redemption or preemptive rights. The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of the
holders of Preferred Stock. The outstanding shares of Common Stock are fully
paid and nonassessable. The shares of Common Stock issued upon conversion of
Preferred Stock or Preferred Stock Dividends and payment therefore, will be
validly issued, fully paid and nonassessable.

                                       2
Preferred Stock
---------------

     In accordance with the Company's Articles of Incorporation, as amended (the
"Articles"), the Board of Directors may designate the relative rights and
preferences of the Company's Preferred Stock, when and if issued. Such rights
include preferences as to conversion rights and voting rights, of which may be
dilutive of the interest of the holders of the Common Stock. The issuance of the
Preferred Stock may have an adverse effect on the rights of the holders of
Common Stock.

     As of the date of this Form S-8, a total of 100,000 shares of Preferred
Stock have been authorized. There are 96 shares of Preferred Stock issued and
outstanding.

     Voting Rights. The holders of the Preferred Stock will have the same voting
rights as the holders of the Common Stock. In exercising any such vote, each
outstanding share of Preferred Stock will be entitled and equivalent to five
hundred (500) shares of the Common Stock.

     Other Provisions. Except as otherwise required by the Colorado Business
Corporation Act, the holders of Preferred Stock will have the same rights as the
holders of Common Stock. The shares of Preferred Stock, when issued as described
herein, will be duly and validly issued, fully paid and nonassessable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Registrant's common stock that may be offered under the
Plan will be passed upon for Registrant by Wenthur & Chachas, LLP, 4180 La Jolla
Village Drive, Suite 500, La Jolla, California 92037. Wenthur & Chachas, LLP,
does not currently own any shares of the Registrant but pursuant to an agreement
with the Company shall receive either $5,000 in cash or 50,000 shares of Common
Stock for legal services rendered.

Item 6.  Indemnification of Directors and Officers.

     The By-laws of the Registrant DO NOT contain a provision entitling any
director or executive officer to indemnification against its liability under the
Securities Act.

     The Colorado Revised Statutes allows a company to indemnify our officers,
directors, employees, and agents from any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, except under certain circumstances. Indemnification may only
occur if a determination has been made that the officer, director, employee, or
agent acted in good faith and in a manner, which such person believed to be in
the best interests of the Registrant. A determination may be made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

     Provided the terms and conditions of these provisions under Colorado law
are met, officers, directors, employees, and agents of the Registrant may be
indemnified against any cost, loss, or expense arising out of any liability
under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is, therefore, unenforceable.

                                       3
Title 7 Article 109 of the Colorado General Corporation Law, provides
further for permissive indemnification of officers and directors, and insurance,
as follows:

7-109-101. Definitions.
----------------------

     As used in this article:

     (1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

     (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, an officer, an agent, an
associate, an employee, a fiduciary, a manager, a member, a partner, a promoter,
or a trustee of, or to hold any similar position with, another domestic or
foreign corporation or other person or of an employee benefit plan. A director
is considered to be serving an employee benefit plan at the corporation's
request if the director's duties to the corporation also impose duties on, or
otherwise involve services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

     (3) "Expenses" includes counsel fees.

     (4) "Liability" means the obligation incurred with respect to a proceeding
to pay a judgment, settlement, penalty, fine, including an excise tax assessed
with respect to an employee benefit plan, or reasonable expenses.

     (5) "Official capacity" means, when used with respect to a director, the
office of director in a corporation and, when used with respect to a person
other than a director as contemplated in section 7-109-107, the office in a
corporation held by the officer or the employment, fiduciary, or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation. "Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.

     (6) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

     (7) "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

7-109-102. Authority to indemnify directors.
--------------------------------------------

     (1) Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or was a
director against liability incurred in the proceeding if:

          (a) The person conducted himself or herself in good faith; and

          (b) The person reasonably believed:

               (I) In the case of conduct in an official capacity with the
          corporation, that his or her conduct was in the corporation's best
          interests; and

               (II) In all other cases, that his or her conduct was at least not
          opposed to the corporation's best interests; and

                                       4
(c) In the case of any criminal proceeding, the person had no
     reasonable cause to believe his or her conduct was unlawful.

     (2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (II) of paragraph (b) of subsection (1) of this
section. A director's conduct with respect to an employee benefit plan for a
purpose that the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not to satisfy
the requirements of paragraph (a) of subsection (1) of this section.

     (3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

     (4) A corporation may not indemnify a director under this section:

          (a) In connection with a proceeding by or in the right of the
     corporation in which the director was adjudged liable to the corporation;
     or

          (b) In connection with any other proceeding charging that the director
     derived an improper personal benefit, whether or not involving action in an
     official capacity, in which proceeding the director was adjudged liable on
     the basis that he or she derived an improper personal benefit.

     (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

7-109-103. Mandatory indemnification of directors.
-------------------------------------------------

     Unless limited by its articles of incorporation, a corporation shall
indemnify a person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her in
connection with the proceeding.

7-109-104. Advance of expenses to directors.
---------------------------------------------

     (1) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

          (a) The director furnishes to the corporation a written affirmation of
     the director's good faith belief that he or she has met the standard of
     conduct described in section 7-109-102;

          (b) The director furnishes to the corporation a written undertaking,
     executed personally or on the director's behalf, to repay the advance if it
     is ultimately determined that he or she did not meet the standard of
     conduct; and

          (c) A determination is made that the facts then known to those making
     the determination would not preclude indemnification under this article.

     (2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment.

     (3) Determinations and authorizations of payments under this section shall
be made in the manner specified in section 7-109-106.

                                       5
7-109-105. Court-ordered indemnification of directors.
-----------------------------------------------------

     (1) Unless otherwise provided in the articles of incorporation, a director
who is or was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following manner:

          (a) If it determines that the director is entitled to mandatory
     indemnification under section 7-109-103, the court shall order
     indemnification, in which case the court shall also order the corporation
     to pay the director's reasonable expenses incurred to obtain court-ordered
     indemnification.

          (b) If it determines that the director is fairly and reasonably
     entitled to indemnification in view of all the relevant circumstances,
     whether or not the director met the standard of conduct set forth in
     section 7-109-102 (1) or was adjudged liable in the circumstances described
     in section 7-109-102 (4), the court may order such indemnification as the
     court deems proper; except that the indemnification with respect to any
     proceeding in which liability shall have been adjudged in the circumstances
     described in section 7-109-102 (4) is limited to reasonable expenses
     incurred in connection with the proceeding and reasonable expenses incurred
     to obtain court-ordered indemnification.

7-109-106. Determination and authorization of indemnification of directors.
---------------------------------------------------------------------------

     (1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been made.

     (2) The determinations required by subsection (1) of this section shall be
made:

          (a) By the board of directors by a majority vote of those present at a
     meeting at which a quorum is present, and only those directors not parties
     to the proceeding shall be counted in satisfying the quorum; or

          (b) If a quorum cannot be obtained, by a majority vote of a committee
     of the board of directors designated by the board of directors, which
     committee shall consist of two or more directors not parties to the
     proceeding; except that directors who are parties to the proceeding may
     participate in the designation of directors for the committee.

     (3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established under
paragraph (b) of subsection (2) of this section, or, even if a quorum is
obtained or a committee is designated, if a majority of the directors
constituting such quorum or such committee so directs, the determination
required to be made by subsection (1) of this section shall be made:

          (a) By independent legal counsel selected by a vote of the board of
     directors or the committee in the manner specified in paragraph (a) or (b)
     of subsection (2) of this section or, if a quorum of the full board cannot
     be obtained and a committee cannot be established, by independent legal
     counsel selected by a majority vote of the full board of directors; or

          (b) By the shareholders.

                                       6
(4) Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible; except that, if the determination that indemnification
or advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.

7-109-107. Indemnification of officers, employees, fiduciaries, and agents.
---------------------------------------------------------------------------

     (1) Unless otherwise provided in the articles of incorporation:

          (a) An officer is entitled to mandatory indemnification under section
     7-109-103, and is entitled to apply for court-ordered indemnification under
     section 7-109-105, in each case to the same extent as a director;

          (b) A corporation may indemnify and advance expenses to an officer,
     employee, fiduciary, or agent of the corporation to the same extent as to a
     director; and

          (c) A corporation may also indemnify and advance expenses to an
     officer, employee, fiduciary, or agent who is not a director to a greater
     extent, if not inconsistent with public policy, and if provided for by its
     bylaws, general or specific action of its board of directors or
     shareholders, or contract.

7-109-108. Insurance.
--------------------

     A corporation may purchase and maintain insurance on behalf of a person who
is or was a director, officer, employee, fiduciary, or agent of the corporation,
or who, while a director, officer, employee, fiduciary, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan, against
liability asserted against or incurred by the person in that capacity or arising
from his or her status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify the person against
the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity or any other interest
through stock ownership or otherwise.

7-109-109. Limitation of indemnification of directors.
------------------------------------------------------

     (1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

     (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

                                       7
7-109-110. Notice to shareholders of indemnification of director.
-----------------------------------------------------------------

     If a corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the corporation,
the corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibit
     --------
     4.1      Ten Stix Inc. 2003 Stock Plan;
     4.2      Corporate Imaging Agreement with David Keaveney;
     5.1      Opinion of Wenthur & Chachas, LLP;
     23.1     Consent of AJ Robbins, PC;
     23.2     Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1); and,
     24.1     Power of Attorney.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

               (ii) To 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, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any additional or changed 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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Company
     pursuant to Section 13 or Section 15(d) of the Exchange Act and are
     incorporated by reference to the registration statement.

          (2) That, for the purpose of determining any liability under the 1933
     Act, 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) That for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's Form S-8 pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's Form S-8 pursuant to Section 15(d) of the Exchange Act) 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.

                                       8
(h) Insofar as indemnification for liabilities arising under the 1933 Act,
as amended, may be permitted to directors, executive officers and controlling
persons of the Registrant as outlined above or otherwise, the Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 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, executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, executive 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 of whether such indemnification by it
is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                   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 Idaho Springs, State of Colorado on the date written
below.

                                             TEN STIX INC.
                                             A Colorado Corporation

Dated: September 13, 2003                    /S/ Thomas E. Sawyer
                                             --------------------------------
                                             By:   Thomas E. Sawyer
                                             Its:  President, Treasurer and
                                                   Chief Executive Officer

Dated: September 13, 2003                    /S/ Tony A. Cranford
                                             --------------------------------
                                             By:  Tony A. Cranford
                                             Its:  Vice President and Secretary

                                       9
EXHIBIT INDEX
Exhibit           Description
4.1               Ten Stix Inc. 2003 Stock Plan;
         4.2               Corporate Imaging Agreement;
         5.1               Opinion of Wenthur & Chachas, LLP;
         23.1              Consent of AJ Robbins, PC;
         23.2              Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1); and,
         24.1              Power of Attorney.