U. S. SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549


                          FORM S-8
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933


                      MAXXZONE.COM, INC
   ------------------------------------------------------
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Nevada                           88-0503197
 ------------------------------           ---------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)          INDENTIFICATION NO.)

    1770 N. Green Valley Pkwy.
    Suite 3214
    Las Vegas, NV                             89014
-----------------------------------     --------------------
 (Address of principal executive            (Zip Code)
         offices)


                       (702) 616-7337
                   -----------------------
    (Registrant's telephone number, including area code)

                Consulting Agreement Between
              the Company and Fred R. Rojas
 ----------------------------------------------------------------
                  (Full title of the plans)

                  Roland Becker, President
                     MaxxZone.com, Inc.
           1770 N. Green Valley Pkwy., Suite 3214
                    Las Vegas, NV  89014
           ---------------------------------------
           (Name and address of agent for service)

                       (702) 616-7337
------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)




PAGE-1-




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

CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to      Proposed  Proposed Maximum    Registration
To be Registered     be Registered  Maximum   Aggregate Offering  Fee.
                                    Offering  Price
                                    Price

Common Stock,         2,000,000     $0.02*     $40,000.00          $10.00
Par value, $0.001
Per share.


------------------------------------------------------------------------------

*   (1) Computed in accordance with Section 6(b) of the Securities Act by
multiplying 0.00025 by the proposed maximum aggregate offering price.

Estimated  solely for purposes of calculating  the registration
fee. Calculated  in  accordance  with  Rule  457(h) under the
Securities   Act   of 1933 based upon the average of the bid and
Asked price of Common Stock of MaxxZone.com, Inc. as
reported on the OTCBB on March 11, 2003.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The Company is offering shares of its common stock to
individual persons as compensation for services rendered to
the Company. The exact services sought as consideration for
the common shares issued in this registration statement are
set out in the exhibits containing the exact terms of the
consultancy. The Company has considered the value of the
shares of common stock in relation to the value of the
services to be rendered, and the Company's Board of
Directors has, by resolution, determined to enter into the
consultancy agreement and further has agreed upon the
number of shares issued to be commensurate with the services
provided. The following individual is the natural person
contracting with the Company to provide the consultancy
services; the number of shares adjacent to his name is
indicative of the compensation to be received under the
the consultancy agreements:


        Fred R. Rojas              2,000,000







PAGE-2-




Item 2.  Registrant Information And Employee Plan
Annual Information.

The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants as
specified by Rule 428(b)(1) promulgated by  the  Securities
and  Exchange Commission  (the "Commission") under the Securities
Act of  1933 (the  "Securities Act").  Such document(s) are not being
filed with the Commission, but constitute (along with the
documents incorporated by reference into the  Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus
that meets the requirements of Section 10(a) of the
Securities Act.


                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and
Exchange Commission (the    "Commission") by MaxxZone.com,
Inc., a Nevada corporation (the "Company"), are incorporated
herein by reference:

       (a)     The registrant's Articles of Incorporation filed on
          June 2, 2000;

       (b)     The registrant's By-Laws filed on June 2,2000;

       (c)     The  Company's Form 10-SB12G  Registration
          Statement  initially filed by the  Company  under  the
          Securities  Exchange  Act of  1934,  as  amended (the
          "Exchange  Act"), with the Commission on December 31,
          2001, and subsequent amendments thereto;

       (d)     The  Form  10-KSB annual  report  of  the
          Company   for   the year ended   December 31,
          2002, as well as the Amended annual report on Form
          10-KSB filed on June 7, 2002, and all  other
          reports of  the  Company  filed
          pursuant  to Section  13(a)  or  15(d) of the
          Securities Exchange Act of 1934 since the end of the
          fiscal year ended December 31, 2002; and

       (e)     All documents subsequently filed by the registrant
          pursuant to sections 13(a), 13(c), 14 and 15(d) of the
          Exchange   Act  during  the  effectiveness of this
          registration statement.




PAGE-3-




All  documents  incorporated by reference  herein will  be
made available  to all participants without charge, upon
written  or oral  request. Other documents required to  be
delivered  to participants pursuant to Rule 428(b)(1) under
the Securities  Act
of  1933 are also available without charge, upon written or
oral request. All requests for documents shall be directed
to:

      Roland Becker, President, Chief Executive Officer
      MaxxZone.com, Inc.
      1770 N. Green Valley Pkwy., Suite 3214
      Las Vegas, NV 89014
      (206) 612-4399

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The shares registered herein are being issued to  the
consultant  for services provided to the  Registrant.
Neither the Registrant's Accountants nor  any  other experts
named in the registration statement have  any equity or
other interest in the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for the
Indemnification  of  employees and  officers  in certain cases.
Insofar  as  indemnification for liabilities  arising under the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although permitted by
Section   78.752   of the  GCL,  nor  does  the Company have
indemnification  agreements with any of its directors, officers,
employees or agents.

In  addition,  Section 78.751 of the Nevada  General Corporation
Laws  provides  as follows: 78.751 Indemnification  of officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil, criminal,
administrative or investigative, except an action by or  in the




PAGE-4-




right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation, partnership,
joint  venture,  trust  or  other enterprise,  against expenses,
including attorney's fees, judgments, fines and amounts paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable cause to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in good
faith  and in a manner which he reasonably believed to  be in or
not  opposed to the best interests of the corporation, and that,
with  respect  to  any  criminal action  or proceeding,  he had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation as  a
director,  officer,  employee or agent  of  another corporation,
partnership,  joint  venture, trust or other enterprise against
expenses,  including  amounts paid in settlement  and attorneys'
fees  actually and reasonably incurred by him in connection with
the  defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the corporation.

Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom, to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person  is fairly and reasonably
entitled to indemnity for such expenses  as the court deems proper.




PAGE-5-




3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding referred  to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein,  he  must  be  indemnified by  the corporation against
expenses,  including  attorneys' fees,  actually  and reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case upon  a
determination  that  indemnification of  the director, officer,
employee   or   agent   is  proper  in  the circumstances. The
determination must be made: (a) By the stockholders: (b)  By the
board  of  directors  by majority vote of a quorum consisting  of
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in a written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is ultimately
determined by a court of competent jurisdiction that he  is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors or officers
may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a) Does not
exclude   any   other   rights  to   which   a person seeking
indemnification or advancement of expenses may be entitled under
the  articles of incorporation or any bylaw, agreement, vote  of
stockholders or disinterested directors or otherwise, for either
an  action  in  his  official capacity or an  action in another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2 or  for the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer if  a final
adjudication  establishes  that his  act  or omissions involved
intentional misconduct, fraud or a knowing violation of  the law
and  was  material to the cause of action.




PAGE-6-




 (b)  Continues  for  a person  who  has  ceased to be a director,
officer, employee  or agent  and  endures  to the benefit of the heirs,
executors  and administrators of such a person.  Insofar as indemnification
for liabilities arising under the Securities Act may be
permitted  to directors,  officers and controlling persons of  the
Registrant pursuant   to   the  foregoing  provisions,  or
otherwise,   the Registrant has been advised that in the opinion of the
Securities and  Exchange  Commission such indemnification is
against  public policy as expressed in the Securities Act and is,
therefore, unenforceable.   In  the event that a claim  for
indemnification against  such  liabilities  (other  than the  payment
by   the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any  action,  suit or proceeding) is asserted by such
director, officer  or  controlling person in connection with the
securities being  registered, the Registrant will, unless in the
opinion  of its counsel the matter has been settled by controlling
precedent, submit  to  a  court  of  appropriate jurisdiction
the  question whether  such indemnification by it is against public
policy  as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

    4a - Consulting Agreement between MaxxZone.com, Inc. and Fred R. Rojas.

    5 -  Opinion of Mailander Law Office, APC, Tad Mailander, Esq.

    5a - Consent of Mailander Law Office, APC, Tad Mailander, Esq.
            (included in Exhibit 5)

    23.b - Consent of Chavez & Koch, CPA.




PAGE-7-




ITEM 9.  UNDERTAKINGS.

(a) The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or
      sales    are   being   made,  a   post-effective
      amendment  to  this  registration  statement  to
      include any material information with respect to
      the   plan   of   distribution  not   previously
      disclosed in the registration statement  or  any
      material  change  to  such  information  in  the
      registration statement.

  (2)  That, for the purpose of determining any
      liability under the Securities Act of 1933, each
      such post-effective amendment shall be deemed to
      be a new registration statement relating to the
      securities offered therein, and the offering of
      such securities at that time shall be deemed to
      be the initial bona fide offering thereof.

  (3)   To   remove  from registration by means  of  a
      post-effective  amendment any of the  securities
      being  registered  which remain  unsold  at  the
      termination of the offering.

(b)  The  undersigned Company hereby undertakes  that,
   for  purposes  of  determining any liability  under
   the  Securities Act of  1933, each  filing  of  the
   Company's annual report pursuant  to Section  13(a)
   or  Section 15(d) of the Securities Exchange Act of
   1934  (and,  where applicable, each  filing  of  an
   employee  benefit plan's annual report pursuant  to
   Section  15(d) of the Securities Exchange  Act   of
   1934)  that  is  incorporated by reference  in  the
   registration statement shall be deemed to be a  new
   registration statement relating to the   securities
   offered   therein,   and  the  offering   of   such
   securities at that time shall be deemed to  be  the
   initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising
   under  Securities Act of 1933 may be  permitted  to
   directors,  officers,  and controlling  persons  of
   the  Company  pursuant to the foregoing provisions,
   or  otherwise, the Company has been advised that in




PAGE-8-




   the   opinion   of  the  Securities  and   Exchange
   Commission  such indemnification is against  public
   policy  as  expressed in the Act and is, therefore,
   unenforceable.   In  the event  that  a  claim  for
   indemnification  against  such  liabilities  (other
   than  payment  by the Company of expenses  paid  or
   incurred  by  a  director, officer  or  controlling
   person of the Company in the successful defense  of
   any  action,  suit, or proceeding) is  asserted  by
   such  director, officer, or controlling  person  in
   connection  with  the securities being  registered,
   the  Company  will, unless in the  opinion  of  its
   counsel  the matter has been settled by controlling
   precedent,   submit  to  a  court  of   appropriate
   jurisdiction    the    question    whether     such
   indemnification by it is against public  policy  as
   expressed in the Act and will  be governed  by  the
   final adjudication of such issue.

                      SIGNATURES

Pursuant  to the requirements of the Securities Act of
1933,   the  Company certifies that it has  reasonable
grounds  to  believe   that  it   meets  all  of   the
requirements  for  filing on Form S-8  and   has  duly
caused  this  Registration Statement to be  signed  on
its   behalf   by  the  undersigned,  thereunto   duly
authorized, in the City of  Las Vegas,  the  State  of
Nevada, on this  7th day of February, 2003.


                              MaxxZone.com, Inc.

                              By:  /s/ Roland Becker
                                 -------------------------
                                 Roland Becker, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:


                                        March 11, 2003
/s/ Roland Becker
---------------------
Roland Becker









PAGE-9-
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{"company-data": {"conformed-name": "MAXXZONE COM INC", "cik": "0001137587", "assigned-sic": "7389"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103774", "film-number": "03601163"}, "business-address": {"street1": "1770 N GREEN VALLEY PARKWAY ST 3214", "city": "HENDERSON", "state": "NV", "zip": "89014", "phone": "702-616-7337"}}
U. S. SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                          FORM S-8
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933

                      MAXXZONE.COM, INC
   ------------------------------------------------------
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Nevada                           88-0503197
 ------------------------------           ---------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)          INDENTIFICATION NO.)

    1770 N. Green Valley Pkwy.
    Suite 3214
    Las Vegas, NV                             89014
-----------------------------------     --------------------
 (Address of principal executive            (Zip Code)
         offices)

                       (702) 616-7337
                   -----------------------
    (Registrant's telephone number, including area code)

                Consulting Agreement Between
              the Company and Fred R. Rojas
 ----------------------------------------------------------------
                  (Full title of the plans)

                  Roland Becker, President
                     MaxxZone.com, Inc.
           1770 N. Green Valley Pkwy., Suite 3214
                    Las Vegas, NV  89014
           ---------------------------------------
           (Name and address of agent for service)

                       (702) 616-7337
------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

PAGE-1-

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

CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to      Proposed  Proposed Maximum    Registration
To be Registered     be Registered  Maximum   Aggregate Offering  Fee.
                                    Offering  Price
                                    Price

Common Stock,         2,000,000     $0.02*     $40,000.00          $10.00
Par value, $0.001
Per share.

------------------------------------------------------------------------------

*   (1) Computed in accordance with Section 6(b) of the Securities Act by
multiplying 0.00025 by the proposed maximum aggregate offering price.

Estimated  solely for purposes of calculating  the registration
fee. Calculated  in  accordance  with  Rule  457(h) under the
Securities   Act   of 1933 based upon the average of the bid and
Asked price of Common Stock of MaxxZone.com, Inc. as
reported on the OTCBB on March 11, 2003.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The Company is offering shares of its common stock to
individual persons as compensation for services rendered to
the Company. The exact services sought as consideration for
the common shares issued in this registration statement are
set out in the exhibits containing the exact terms of the
consultancy. The Company has considered the value of the
shares of common stock in relation to the value of the
services to be rendered, and the Company's Board of
Directors has, by resolution, determined to enter into the
consultancy agreement and further has agreed upon the
number of shares issued to be commensurate with the services
provided. The following individual is the natural person
contracting with the Company to provide the consultancy
services; the number of shares adjacent to his name is
indicative of the compensation to be received under the
the consultancy agreements:

        Fred R. Rojas              2,000,000

PAGE-2-

Item 2.  Registrant Information And Employee Plan
Annual Information.

The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants as
specified by Rule 428(b)(1) promulgated by  the  Securities
and  Exchange Commission  (the "Commission") under the Securities
Act of  1933 (the  "Securities Act").  Such document(s) are not being
filed with the Commission, but constitute (along with the
documents incorporated by reference into the  Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus
that meets the requirements of Section 10(a) of the
Securities Act.

                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and
Exchange Commission (the    "Commission") by MaxxZone.com,
Inc., a Nevada corporation (the "Company"), are incorporated
herein by reference:

       (a)     The registrant's Articles of Incorporation filed on
          June 2, 2000;

       (b)     The registrant's By-Laws filed on June 2,2000;

       (c)     The  Company's Form 10-SB12G  Registration
          Statement  initially filed by the  Company  under  the
          Securities  Exchange  Act of  1934,  as  amended (the
          "Exchange  Act"), with the Commission on December 31,
          2001, and subsequent amendments thereto;

       (d)     The  Form  10-KSB annual  report  of  the
          Company   for   the year ended   December 31,
          2002, as well as the Amended annual report on Form
          10-KSB filed on June 7, 2002, and all  other
          reports of  the  Company  filed
          pursuant  to Section  13(a)  or  15(d) of the
          Securities Exchange Act of 1934 since the end of the
          fiscal year ended December 31, 2002; and

       (e)     All documents subsequently filed by the registrant
          pursuant to sections 13(a), 13(c), 14 and 15(d) of the
          Exchange   Act  during  the  effectiveness of this
          registration statement.

PAGE-3-

All  documents  incorporated by reference  herein will  be
made available  to all participants without charge, upon
written  or oral  request. Other documents required to  be
delivered  to participants pursuant to Rule 428(b)(1) under
the Securities  Act
of  1933 are also available without charge, upon written or
oral request. All requests for documents shall be directed
to:

      Roland Becker, President, Chief Executive Officer
      MaxxZone.com, Inc.
      1770 N. Green Valley Pkwy., Suite 3214
      Las Vegas, NV 89014
      (206) 612-4399

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The shares registered herein are being issued to  the
consultant  for services provided to the  Registrant.
Neither the Registrant's Accountants nor  any  other experts
named in the registration statement have  any equity or
other interest in the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for the
Indemnification  of  employees and  officers  in certain cases.
Insofar  as  indemnification for liabilities  arising under the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although permitted by
Section   78.752   of the  GCL,  nor  does  the Company have
indemnification  agreements with any of its directors, officers,
employees or agents.

In  addition,  Section 78.751 of the Nevada  General Corporation
Laws  provides  as follows: 78.751 Indemnification  of officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil, criminal,
administrative or investigative, except an action by or  in the

PAGE-4-

right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation, partnership,
joint  venture,  trust  or  other enterprise,  against expenses,
including attorney's fees, judgments, fines and amounts paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable cause to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in good
faith  and in a manner which he reasonably believed to  be in or
not  opposed to the best interests of the corporation, and that,
with  respect  to  any  criminal action  or proceeding,  he had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation as  a
director,  officer,  employee or agent  of  another corporation,
partnership,  joint  venture, trust or other enterprise against
expenses,  including  amounts paid in settlement  and attorneys'
fees  actually and reasonably incurred by him in connection with
the  defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the corporation.

Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom, to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person  is fairly and reasonably
entitled to indemnity for such expenses  as the court deems proper.

PAGE-5-

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding referred  to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein,  he  must  be  indemnified by  the corporation against
expenses,  including  attorneys' fees,  actually  and reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case upon  a
determination  that  indemnification of  the director, officer,
employee   or   agent   is  proper  in  the circumstances. The
determination must be made: (a) By the stockholders: (b)  By the
board  of  directors  by majority vote of a quorum consisting  of
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in a written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is ultimately
determined by a court of competent jurisdiction that he  is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors or officers
may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a) Does not
exclude   any   other   rights  to   which   a person seeking
indemnification or advancement of expenses may be entitled under
the  articles of incorporation or any bylaw, agreement, vote  of
stockholders or disinterested directors or otherwise, for either
an  action  in  his  official capacity or an  action in another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2 or  for the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer if  a final
adjudication  establishes  that his  act  or omissions involved
intentional misconduct, fraud or a knowing violation of  the law
and  was  material to the cause of action.

PAGE-6-

 (b)  Continues  for  a person  who  has  ceased to be a director,
officer, employee  or agent  and  endures  to the benefit of the heirs,
executors  and administrators of such a person.  Insofar as indemnification
for liabilities arising under the Securities Act may be
permitted  to directors,  officers and controlling persons of  the
Registrant pursuant   to   the  foregoing  provisions,  or
otherwise,   the Registrant has been advised that in the opinion of the
Securities and  Exchange  Commission such indemnification is
against  public policy as expressed in the Securities Act and is,
therefore, unenforceable.   In  the event that a claim  for
indemnification against  such  liabilities  (other  than the  payment
by   the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any  action,  suit or proceeding) is asserted by such
director, officer  or  controlling person in connection with the
securities being  registered, the Registrant will, unless in the
opinion  of its counsel the matter has been settled by controlling
precedent, submit  to  a  court  of  appropriate jurisdiction
the  question whether  such indemnification by it is against public
policy  as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

    4a - Consulting Agreement between MaxxZone.com, Inc. and Fred R. Rojas.

    5 -  Opinion of Mailander Law Office, APC, Tad Mailander, Esq.

    5a - Consent of Mailander Law Office, APC, Tad Mailander, Esq.
            (included in Exhibit 5)

    23.b - Consent of Chavez & Koch, CPA.

PAGE-7-

ITEM 9.  UNDERTAKINGS.

(a) The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or
      sales    are   being   made,  a   post-effective
      amendment  to  this  registration  statement  to
      include any material information with respect to
      the   plan   of   distribution  not   previously
      disclosed in the registration statement  or  any
      material  change  to  such  information  in  the
      registration statement.

  (2)  That, for the purpose of determining any
      liability under the Securities Act of 1933, each
      such post-effective amendment shall be deemed to
      be a new registration statement relating to the
      securities offered therein, and the offering of
      such securities at that time shall be deemed to
      be the initial bona fide offering thereof.

  (3)   To   remove  from registration by means  of  a
      post-effective  amendment any of the  securities
      being  registered  which remain  unsold  at  the
      termination of the offering.

(b)  The  undersigned Company hereby undertakes  that,
   for  purposes  of  determining any liability  under
   the  Securities Act of  1933, each  filing  of  the
   Company's annual report pursuant  to Section  13(a)
   or  Section 15(d) of the Securities Exchange Act of
   1934  (and,  where applicable, each  filing  of  an
   employee  benefit plan's annual report pursuant  to
   Section  15(d) of the Securities Exchange  Act   of
   1934)  that  is  incorporated by reference  in  the
   registration statement shall be deemed to be a  new
   registration statement relating to the   securities
   offered   therein,   and  the  offering   of   such
   securities at that time shall be deemed to  be  the
   initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising
   under  Securities Act of 1933 may be  permitted  to
   directors,  officers,  and controlling  persons  of
   the  Company  pursuant to the foregoing provisions,
   or  otherwise, the Company has been advised that in

PAGE-8-

   the   opinion   of  the  Securities  and   Exchange
   Commission  such indemnification is against  public
   policy  as  expressed in the Act and is, therefore,
   unenforceable.   In  the event  that  a  claim  for
   indemnification  against  such  liabilities  (other
   than  payment  by the Company of expenses  paid  or
   incurred  by  a  director, officer  or  controlling
   person of the Company in the successful defense  of
   any  action,  suit, or proceeding) is  asserted  by
   such  director, officer, or controlling  person  in
   connection  with  the securities being  registered,
   the  Company  will, unless in the  opinion  of  its
   counsel  the matter has been settled by controlling
   precedent,   submit  to  a  court  of   appropriate
   jurisdiction    the    question    whether     such
   indemnification by it is against public  policy  as
   expressed in the Act and will  be governed  by  the
   final adjudication of such issue.

                      SIGNATURES

Pursuant  to the requirements of the Securities Act of
1933,   the  Company certifies that it has  reasonable
grounds  to  believe   that  it   meets  all  of   the
requirements  for  filing on Form S-8  and   has  duly
caused  this  Registration Statement to be  signed  on
its   behalf   by  the  undersigned,  thereunto   duly
authorized, in the City of  Las Vegas,  the  State  of
Nevada, on this  7th day of February, 2003.

                              MaxxZone.com, Inc.

                              By:  /s/ Roland Becker
                                 -------------------------
                                 Roland Becker, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:

                                        March 11, 2003
/s/ Roland Becker
---------------------
Roland Becker

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