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.
       Non-Employee Directors and Consultants Retainer Stock Plan for 2004
                            (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)
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
 Common Stock, $0.001 Par Value                        20,000,000            $0.0045                  $90,000             $11.40
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
</TABLE>

(1)  This Registration Statement covers 20,000,000 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. Non-Employee Directors and Consultants
     Retainer Stock Plan for 2004 (the "Plan"). This Registration Statement
     shall also cover any additional shares of Common Stock which become
     issuable under the 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 July 29, 2004.
(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.


<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) The Registrant's  Annual Report on Form 10-KSB, for the year ended
     December  31,  2003,  as filed with the  Commission  on May 13,  2004.  The
     Registrant's  amended  Annual  Report on Form  10-KSB/A  for the year ended
     December 31, 2003, as filed with the Commission on June 22, 2004.

          (b) All other  reports filed with the  Commission  pursuant to Section
     13(a) or 15(d) of the Exchange Act, since December 31, 2003.

          (c)  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 72,118,228  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, 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

                                     Page 1

<PAGE>

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.

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,  each outstanding  share of Preferred
Stock will be entitled one vote per share.

     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.

     Not applicable.

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.

                                     Page 2

<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

                                     Page 3

<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.

                                     Page 4

<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.

                                     Page 5

<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.

7-109-110. 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

                                     Page 6

<PAGE>

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.  Non-Employee  Directors and  Consultants  Retainer
          Stock Plan for 2004;
     5.1  Opinion of Wenthur & Chachas, LLP;
     23.1 Consent of HJ & Associates, LLC;
     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

                                     Page 7

<PAGE>

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.

     (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


           8-5-04                       /s/ Thomas E. Sawyer
Dated: _______________                  ________________________________________
                                        By:  Thomas E. Sawyer
                                        Its: President, Treasurer and
                                             Chief Executive Officer


           8-5-04                       /s/ Tony A. Cranford
Dated: _______________                  ________________________________________
                                        By:  Tony A. Cranford
                                        Its: Vice President and Secretary







                                     Page 8

<PAGE>

                                  EXHIBIT INDEX

        Exhibit         Description
        -------         -----------

        4.1             Ten Stix Inc. Non-Employee Directors and Consultants
                        Retainer Stock Plan for 2004;

        5.1             Opinion of Wenthur & Chachas, LLP;

        23.1            Consent of HJ & Associates, LLC;

        23.2            Consent of Wenthur & Chachas, LLP (included in Exhibit
                        5.1); and,

        24.1            Power of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "tntijulys8.txt", "description": "TEN STIX INC. FORM S-8", "secsgml_size_bytes": 32341}]
{"company-data": {"conformed-name": "TEN STIX INC", "cik": "0001075993", "assigned-sic": "7990", "irs-number": "841351184", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118066", "film-number": "04962755"}, "business-address": {"street1": "3101 RIVERSIDE DRIVE", "city": "IDAHO SPRINGS", "state": "CO", "zip": "80452", "phone": "3035670163"}, "mail-address": {"street1": "3101 RIVERSIDE DRIVE", "city": "IDAHO SPRINGS", "state": "CO", "zip": "80452"}}
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.
       Non-Employee Directors and Consultants Retainer Stock Plan for 2004
                            (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)
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
 Common Stock, $0.001 Par Value                        20,000,000            $0.0045                  $90,000             $11.40
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
(1)  This Registration Statement covers 20,000,000 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. Non-Employee Directors and Consultants
     Retainer Stock Plan for 2004 (the "Plan"). This Registration Statement
     shall also cover any additional shares of Common Stock which become
     issuable under the 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 July 29, 2004.
(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.
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) The Registrant's  Annual Report on Form 10-KSB, for the year ended
     December  31,  2003,  as filed with the  Commission  on May 13,  2004.  The
     Registrant's  amended  Annual  Report on Form  10-KSB/A  for the year ended
     December 31, 2003, as filed with the Commission on June 22, 2004.

          (b) All other  reports filed with the  Commission  pursuant to Section
     13(a) or 15(d) of the Exchange Act, since December 31, 2003.

          (c)  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 72,118,228  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, 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

                                     Page 1
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.

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,  each outstanding  share of Preferred
Stock will be entitled one vote per share.

     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.

     Not applicable.

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.

                                     Page 2
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

                                     Page 3
(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.

                                     Page 4
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.

                                     Page 5
(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.

7-109-110. 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

                                     Page 6
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.  Non-Employee  Directors and  Consultants  Retainer
          Stock Plan for 2004;
     5.1  Opinion of Wenthur & Chachas, LLP;
     23.1 Consent of HJ & Associates, LLC;
     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

                                     Page 7
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.

     (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

           8-5-04                       /s/ Thomas E. Sawyer
Dated: _______________                  ________________________________________
                                        By:  Thomas E. Sawyer
                                        Its: President, Treasurer and
                                             Chief Executive Officer

           8-5-04                       /s/ Tony A. Cranford
Dated: _______________                  ________________________________________
                                        By:  Tony A. Cranford
                                        Its: Vice President and Secretary

                                     Page 8
EXHIBIT INDEX

        Exhibit         Description
        -------         -----------

        4.1             Ten Stix Inc. Non-Employee Directors and Consultants
                        Retainer Stock Plan for 2004;

        5.1             Opinion of Wenthur & Chachas, LLP;

        23.1            Consent of HJ & Associates, LLC;

        23.2            Consent of Wenthur & Chachas, LLP (included in Exhibit
                        5.1); and,

        24.1            Power of Attorney.