SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                            MAXX INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


             Utah                                         87-0284871
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                  c/o Solomon Broadcasting International, Inc.
                 130 S. El Camino Drive, Beverly Hills, CA   90212
                 (Address of principal executive offices) (Zip Code)


                                 NOT APPLICABLE
                            (Full title of the plan)


             Adley Samson, 99 Woodbury Road, Hicksville, N.Y. 11801
                     (Name and address of agent for service)


                                 (516) 827-5500
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                              Proposed             Proposed
                                                              maximum              maximum
   Title of each class of           Amount of shares     offering price per        aggregate             Amount of
securities to be registered        to be registered (1)       share (2)         offering price       registration fee (3)
---------------------------        --------------------       ---------         --------------       --------------------
<S>                                     <C>                    <C>                <C>                     <C>
Common Stock, $0.01
par value per share                     2,050,000              $1.00              $2,050,000              $541.20
-------------------------------------------------------------------------------------------------------------------------
          Total                         2,050,000              $1.00              $2,050,000              $541.20
                                        =========              =====              ==========              =======
</TABLE>

(1)  Includes  1,950,000  shares of Common  Stock  reserved  for  issuance  upon
     exercise of options  granted to Consultants  and Advisors,  pursuant to the
     terms of their respective agreements.

(2)  Maximum  offering  price of $1.00 per share reflects the average of the bid
     and asked price of the Company's Common Stock as of August 24, 2000.

(3)  Calculated  pursuant  to Rule  457(c)  based on the  average of the bid and
     asked price of the Company's Common Stock as of August 24, 2000.

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

<PAGE>

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The  following  documents,  previously  filed by Maxx  International,  Inc.
("Maxx" or the "Registrant")  with the Securities and Exchange  Commission,  are
incorporated by reference in this Registration Statement:

     (1)  The  Registrant's  latest  annual  report on Form  10-KSB for the year
          ended December 31, 1999;

     (2)  The Registrant's  Quarterly Reports on Form 10-QSB for the three month
          period ended March 31, 2000;

     (3)  The  Registrant's  Quarterly Report on Form 10-QSB for the three month
          period ended June 30, 2000;

     (4)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934 for the period  since  December  31,
          1999;

     (5)  The  description  of the  Registrant's  Common Stock under the heading
          "ITEM 11.  DESCRIPTION  OF SECURITIES"  contained in the  registration
          statement of the  Registrant on Form 10-SB (File No.  000-26971),  and
          all  amendments  or reports  filed for the  purpose of  updating  such
          description.

     All other reports and other documents  filed by the Registrant  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date of this  Registration  Statement and prior to the  termination  of this
offering shall be incorporated by reference into this Registration Statement and
shall be deemed  to be a part of this  Registration  Statement  from the date of
filing of such reports and  documents.  Any statement  contained  herein or in a
document  incorporated by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


Item 4. Description of Securities.

     Not applicable to this Registration Statement.


                                        2
<PAGE>

Item 5. Interest of Named Experts and Counsel.

     An opinion on the  legality  of the  shares  which are the  subject of this
Registration  Statement  is given by Beckman,  Millman & Sanders,  LLP, 116 John
Street, New York, New York, 10038. As of August 25, 2000, attorneys,  and family
members of attorneys, in the law firm of Beckman,  Millman & Sanders, LLP, owned
an aggregate of 222,000 shares of the Registrant's Common Stock.


Item 6. Indemnification of Directors and Officers.

     The Registrant's by-laws provide that the Registrant shall indemnify to the
full extent of its power to do so under Utah law, all  directors and officers of
the Registrant for any liability  including costs of defense reasonably incurred
in connection with any action, suit, or proceeding to which such person may be a
party by reason of such person's position with the Registrant, if the officer or
director acted in good faith and in a manner the officer or director  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation.
Consequently,  the Registrant intends to indemnify its officers and directors to
the full extent permitted by the statute noted above.

     Section  16-10a-902 of the Utah Code Annotated provides in relevant part as
follows:  (1) Except as provided in Subsection  (4), a corporation may indemnify
an  individual  made a party to a  proceeding  because he is or was a  director,
against  liability  incurred in the  proceeding  if: (a) his conduct was in good
faith;  and (b) he  reasonably  believed that his conduct was in, or not opposed
to,  the  corporation's  best  interests;  and (c) in the  case of any  criminal
proceeding,  he had no reasonable cause to believe his conduct was unlawful. (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 his official capacity, in which proceeding he
was adjudged liable on the basis that he 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.

     Section  16-10a-903 of the Utah Code Annotated provides in relevant part as
follows:  Unless limited by its articles of  incorporation,  a corporation shall
indemnify a director  who was  successful,  on the merits or  otherwise,  in the
defense of any proceeding,  or in the defense of any claim,  issue, or matter in
the  proceeding,  to which he was a party because he is or was a director of the
corporation,  against reasonable expenses incurred by him in connection with the
proceeding  or claim  with  respect  to which  he has been  successful.  Section
16-10a-907  of the Utah Code  Annotated  provides in  relevant  part as follows:
Unless a  corporation's  articles of  incorporation  provide  otherwise:  (1) an
officer of the  corporation  is  entitled  to  mandatory  indemnification  under
Section 16-10a-903,  and is entitled to apply for court-ordered  indemnification
under Section 16-10a-905, in each case to the same extent as a director; (2) the
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
(3) 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


                                        3
<PAGE>

for by its articles of incorporation,  bylaws, general or specific action of its
board of directors, or contract.


     Currently,  there  is no  pending  litigation  or  proceeding  involving  a
director,  executive officer,  employee,  or other agent of the Registrant where
indemnification  is  sought.  The  Registrant  is not  aware  of any  threatened
litigation that may result in indemnification claims by any director,  executive
officer, employee, or other agent.

     Any future transactions  between the Registrant and its executive officers,
directors and  affiliates  will be on terms no less  favorable to the Registrant
than  can  be  obtained  from  unaffiliated  third  parties,  and  any  material
transactions   with  such  persons  will  be  approved  by  a  majority  of  the
Registrant's disinterested directors.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the "Act"),  may be  permitted to  directors,  officers or
persons  controlling the Registrant  pursuant to the foregoing  provisions,  the
Registrant  has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.


Item 7. Exemption from Registration Claimed.

     Not applicable to this Registration Statement.


Item 8. Exhibits.

     See Index to Exhibits.


Item 9. Undertakings.

     A.   The Registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement (i) to include
          any  prospectus  required  by  Section  10(a)(3)  of the Act,  (ii) to
          reflect  in the  prospectus  any  facts or  events  arising  after the
          effective  date of this  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 this  Registration  Statement,  and (iii) to include  any  material
          information  with respect to the plan of  distribution  not previously
          disclosed in this  Registration  Statement  or any material  change to
          such information in this Registration  Statement;  provided,  however,
          that  clauses  (1)(i) and (1)(ii)  shall not apply if the  information
          required to be included in a post-effective


                                        4
<PAGE>

          amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Securities  Exchange  Act of 1934 that are  incorporated  by reference
          into this Registration Statement; and

     (2)  that for the purpose of determining  any liability  under the 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.

     B. The Registrant  hereby  undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Act may be
permitted  to  directors,  officers  or  controlling  persons of the  Registrant
pursuant  to  the  indemnification  provisions  summarized  in  Item  6 of  this
Registration  Statement or otherwise,  the  Registrant has been advised that, in
the  opinion  of the SEC,  such  indemnification  is  against  public  policy as
expressed  in the Act,  and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, New York, on this 25th day of August, 2000.


                                          MAXX INTERNATIONAL, INC.


                                          By: /s/ Adley Samson
                                             ------------------------------
                                                Adley Samson, C.F.O.


                                        5
<PAGE>

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS

     Each person whose  signature  appears below  constitutes and appoints Adley
Samson,  as his true and lawful  attorney-in-fact  and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorney-in-fact  and agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be signed in several counterparts.  Pursuant to the requirements of
the Securities  Act of 1933, as amended,  this  Registration  Statement has been
signed  by the  following  persons  in the  capacities  indicated  on the  dates
indicated.


    SIGNATURE                             TITLE                        DATE
    ---------                             -----                        ----

/s/ Michael Solomon           Director; Chairman of the Board    August 25, 2000
------------------------
Michael Solomon

/s/ Tammy Gehring                        Director                August 25, 2000
------------------------
Tammy Gehring

/s/ Joseph Congiusti                     Director                August 25, 2000
------------------------
Joseph Congiusti


                                        6
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT                                      DESCRIPTION
-------                                      -----------

 5.0                   Opinion Re: Legality, of Beckman, Millman & Sanders LLP
                                        dated August 25, 2000

10.0                  Advisory and Finders Agreement by and between Howard Fein,
                      Sam Azus and Maxx International, Inc., dated July 1, 2000

10.1                     Consulting Agreement by and between Walter Doyle and
                             Maxx International, Inc., dated July 6, 2000

10.2                      Consulting Agreement by and between James Dean and
                            Maxx International, Inc., dated August 8, 2000

10.3                        Letter Agreement with Maxx International, Inc.
                           from Steven A. Sanders and Laurence D. Paredes,
                                       dated August 25, 2000

23.0                             Consent of Sellers & Associates LLP

24.0                  Power of Attorney (included on the Signature Page hereof)


                                        7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 18075}]
{"company-data": {"conformed-name": "MAXX INTERNATIONAL INC", "cik": "0001046869", "assigned-sic": "9995", "irs-number": "870284871", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44524", "film-number": "710175"}, "business-address": {"street1": "C/O SOLOMON BROADCASTING INTERNATIONAL I", "street2": "130 S EL CAMINO DRIVE", "city": "BEVERLY HILLS", "state": "CA", "zip": "90212", "phone": "3012056220"}, "mail-address": {"street1": "C/O SOLOMON BROADCASTING INTERNATIONAL I", "street2": "130 S EL CAMINO DRIVE", "city": "BEVERLY HILLS", "state": "CA", "zip": "90212"}, "former-company": {"former-conformed-name": "AREA INVESTMENT & DEVELOPMENT CO /UT/", "date-changed": "19990810"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                            MAXX INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

             Utah                                         87-0284871
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                  c/o Solomon Broadcasting International, Inc.
                 130 S. El Camino Drive, Beverly Hills, CA   90212
                 (Address of principal executive offices) (Zip Code)

                                 NOT APPLICABLE
                            (Full title of the plan)

             Adley Samson, 99 Woodbury Road, Hicksville, N.Y. 11801
                     (Name and address of agent for service)

                                 (516) 827-5500
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
                                                              maximum              maximum
   Title of each class of           Amount of shares     offering price per        aggregate             Amount of
securities to be registered        to be registered (1)       share (2)         offering price       registration fee (3)
---------------------------        --------------------       ---------         --------------       --------------------
Common Stock, $0.01
par value per share                     2,050,000              $1.00              $2,050,000              $541.20
-------------------------------------------------------------------------------------------------------------------------
          Total                         2,050,000              $1.00              $2,050,000              $541.20
                                        =========              =====              ==========              =======
(1)  Includes  1,950,000  shares of Common  Stock  reserved  for  issuance  upon
     exercise of options  granted to Consultants  and Advisors,  pursuant to the
     terms of their respective agreements.

(2)  Maximum  offering  price of $1.00 per share reflects the average of the bid
     and asked price of the Company's Common Stock as of August 24, 2000.

(3)  Calculated  pursuant  to Rule  457(c)  based on the  average of the bid and
     asked price of the Company's Common Stock as of August 24, 2000.

================================================================================
PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents,  previously  filed by Maxx  International,  Inc.
("Maxx" or the "Registrant")  with the Securities and Exchange  Commission,  are
incorporated by reference in this Registration Statement:

     (1)  The  Registrant's  latest  annual  report on Form  10-KSB for the year
          ended December 31, 1999;

     (2)  The Registrant's  Quarterly Reports on Form 10-QSB for the three month
          period ended March 31, 2000;

     (3)  The  Registrant's  Quarterly Report on Form 10-QSB for the three month
          period ended June 30, 2000;

     (4)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934 for the period  since  December  31,
          1999;

     (5)  The  description  of the  Registrant's  Common Stock under the heading
          "ITEM 11.  DESCRIPTION  OF SECURITIES"  contained in the  registration
          statement of the  Registrant on Form 10-SB (File No.  000-26971),  and
          all  amendments  or reports  filed for the  purpose of  updating  such
          description.

     All other reports and other documents  filed by the Registrant  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date of this  Registration  Statement and prior to the  termination  of this
offering shall be incorporated by reference into this Registration Statement and
shall be deemed  to be a part of this  Registration  Statement  from the date of
filing of such reports and  documents.  Any statement  contained  herein or in a
document  incorporated by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable to this Registration Statement.

                                        2
Item 5. Interest of Named Experts and Counsel.

     An opinion on the  legality  of the  shares  which are the  subject of this
Registration  Statement  is given by Beckman,  Millman & Sanders,  LLP, 116 John
Street, New York, New York, 10038. As of August 25, 2000, attorneys,  and family
members of attorneys, in the law firm of Beckman,  Millman & Sanders, LLP, owned
an aggregate of 222,000 shares of the Registrant's Common Stock.

Item 6. Indemnification of Directors and Officers.

     The Registrant's by-laws provide that the Registrant shall indemnify to the
full extent of its power to do so under Utah law, all  directors and officers of
the Registrant for any liability  including costs of defense reasonably incurred
in connection with any action, suit, or proceeding to which such person may be a
party by reason of such person's position with the Registrant, if the officer or
director acted in good faith and in a manner the officer or director  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation.
Consequently,  the Registrant intends to indemnify its officers and directors to
the full extent permitted by the statute noted above.

     Section  16-10a-902 of the Utah Code Annotated provides in relevant part as
follows:  (1) Except as provided in Subsection  (4), a corporation may indemnify
an  individual  made a party to a  proceeding  because he is or was a  director,
against  liability  incurred in the  proceeding  if: (a) his conduct was in good
faith;  and (b) he  reasonably  believed that his conduct was in, or not opposed
to,  the  corporation's  best  interests;  and (c) in the  case of any  criminal
proceeding,  he had no reasonable cause to believe his conduct was unlawful. (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 his official capacity, in which proceeding he
was adjudged liable on the basis that he 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.

     Section  16-10a-903 of the Utah Code Annotated provides in relevant part as
follows:  Unless limited by its articles of  incorporation,  a corporation shall
indemnify a director  who was  successful,  on the merits or  otherwise,  in the
defense of any proceeding,  or in the defense of any claim,  issue, or matter in
the  proceeding,  to which he was a party because he is or was a director of the
corporation,  against reasonable expenses incurred by him in connection with the
proceeding  or claim  with  respect  to which  he has been  successful.  Section
16-10a-907  of the Utah Code  Annotated  provides in  relevant  part as follows:
Unless a  corporation's  articles of  incorporation  provide  otherwise:  (1) an
officer of the  corporation  is  entitled  to  mandatory  indemnification  under
Section 16-10a-903,  and is entitled to apply for court-ordered  indemnification
under Section 16-10a-905, in each case to the same extent as a director; (2) the
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
(3) 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

                                        3
for by its articles of incorporation,  bylaws, general or specific action of its
board of directors, or contract.

     Currently,  there  is no  pending  litigation  or  proceeding  involving  a
director,  executive officer,  employee,  or other agent of the Registrant where
indemnification  is  sought.  The  Registrant  is not  aware  of any  threatened
litigation that may result in indemnification claims by any director,  executive
officer, employee, or other agent.

     Any future transactions  between the Registrant and its executive officers,
directors and  affiliates  will be on terms no less  favorable to the Registrant
than  can  be  obtained  from  unaffiliated  third  parties,  and  any  material
transactions   with  such  persons  will  be  approved  by  a  majority  of  the
Registrant's disinterested directors.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the "Act"),  may be  permitted to  directors,  officers or
persons  controlling the Registrant  pursuant to the foregoing  provisions,  the
Registrant  has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

     Not applicable to this Registration Statement.

Item 8. Exhibits.

     See Index to Exhibits.

Item 9. Undertakings.

     A.   The Registrant hereby undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement (i) to include
          any  prospectus  required  by  Section  10(a)(3)  of the Act,  (ii) to
          reflect  in the  prospectus  any  facts or  events  arising  after the
          effective  date of this  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 this  Registration  Statement,  and (iii) to include  any  material
          information  with respect to the plan of  distribution  not previously
          disclosed in this  Registration  Statement  or any material  change to
          such information in this Registration  Statement;  provided,  however,
          that  clauses  (1)(i) and (1)(ii)  shall not apply if the  information
          required to be included in a post-effective

                                        4
amendment by those  paragraphs is contained in periodic  reports filed
          by the  Registrant  pursuant  to Section  13 or  Section  15(d) of the
          Securities  Exchange  Act of 1934 that are  incorporated  by reference
          into this Registration Statement; and

     (2)  that for the purpose of determining  any liability  under the 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.

     B. The Registrant  hereby  undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Act may be
permitted  to  directors,  officers  or  controlling  persons of the  Registrant
pursuant  to  the  indemnification  provisions  summarized  in  Item  6 of  this
Registration  Statement or otherwise,  the  Registrant has been advised that, in
the  opinion  of the SEC,  such  indemnification  is  against  public  policy as
expressed  in the Act,  and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, New York, on this 25th day of August, 2000.

                                          MAXX INTERNATIONAL, INC.

                                          By: /s/ Adley Samson
                                             ------------------------------
                                                Adley Samson, C.F.O.

                                        5
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS

     Each person whose  signature  appears below  constitutes and appoints Adley
Samson,  as his true and lawful  attorney-in-fact  and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorney-in-fact  and agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be signed in several counterparts.  Pursuant to the requirements of
the Securities  Act of 1933, as amended,  this  Registration  Statement has been
signed  by the  following  persons  in the  capacities  indicated  on the  dates
indicated.

    SIGNATURE                             TITLE                        DATE
    ---------                             -----                        ----

/s/ Michael Solomon           Director; Chairman of the Board    August 25, 2000
------------------------
Michael Solomon

/s/ Tammy Gehring                        Director                August 25, 2000
------------------------
Tammy Gehring

/s/ Joseph Congiusti                     Director                August 25, 2000
------------------------
Joseph Congiusti

                                        6
EXHIBIT INDEX

EXHIBIT                                      DESCRIPTION
-------                                      -----------

 5.0                   Opinion Re: Legality, of Beckman, Millman & Sanders LLP
                                        dated August 25, 2000

10.0                  Advisory and Finders Agreement by and between Howard Fein,
                      Sam Azus and Maxx International, Inc., dated July 1, 2000

10.1                     Consulting Agreement by and between Walter Doyle and
                             Maxx International, Inc., dated July 6, 2000

10.2                      Consulting Agreement by and between James Dean and
                            Maxx International, Inc., dated August 8, 2000

10.3                        Letter Agreement with Maxx International, Inc.
                           from Steven A. Sanders and Laurence D. Paredes,
                                       dated August 25, 2000

23.0                             Consent of Sellers & Associates LLP

24.0                  Power of Attorney (included on the Signature Page hereof)

                                        7