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)


                         (206) 612-4399
      (Registrant's telephone number, including area code)

                  Consulting Agreements Between
                    the Company and Scott Bleazard,
                           Stephen Brock
                    (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)

                         (206) 612-4399
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)



PAGE-1-



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

                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                maximum    Maximum
                                offering  Aggregate    Amount of
   Title of      Amount to be    price     offering    registration
  securities                                           fee
     to be        Registered    per unit    price
  registered
----------------------------------------------------------------

Common stock,       300,000      $0.10   $30,000        $8.85
par                 shares
value, $0.001
per
share

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

*   Estimated  solely for purposes of calculating  theregistration
fee.    Calculated  in  accordance  with  Rule  457(c)under  the
Securities   Act   of 1933 based upon the  average  ofthe  bid  and
asked  price  of Common Stock of MaxxZone.com, Inc. as
reported on the OTCBB on September 30, 2002.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The   Company  is offering shares of its common  stock
to   an  individual  for  consulting services on   the
Company's  behalf. This  issuance  of  shares is being
made  pursuant  to  consulting agreement  between  the
Company and the individual.  The  Company has  equated
this  number of shares to the value of the  consulting
services    provided  or  to  be  provided  by   these
individuals.   The shares  issued  hereunder  will not
be    subject   to   any   resale  restrictions.   The
following  individual  will  receive  the   number  of
shares listed next to his name:

          Scott Bleazard       150,000
          Stephen Brock        150,000

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.



PAGE-2-



                             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   its  fiscal year ended   December  31,
2001,  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, 2001; 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.

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
consultants  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.



PAGE-3-



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
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.



PAGE-4-



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

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  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-5-



(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 Scott Bleazard

      4b - Consulting Agreement between MaxxZone.com, Inc. and Stephen Brock

      5  - Opinion of Harold P. Gewerter, Esq., Ltd.

    23.a - Consent of Harold P. Gewerter, Esq., Ltd.
            (included in Exhibit 5)

    23.b - Chavez & Koch, CPA's, Ltd.

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.



PAGE-6-



  (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
   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.



PAGE-7-



                             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  1st  day  of October, 2002.


                              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:


                                        October 1, 2002
/s/ Roland Becker
-----------------------------
Roland Becker
President and Director

















PAGE-8-
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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": "333-100229", "film-number": "02778681"}, "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)

                         (206) 612-4399
      (Registrant's telephone number, including area code)

                  Consulting Agreements Between
                    the Company and Scott Bleazard,
                           Stephen Brock
                    (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)

                         (206) 612-4399
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

PAGE-1-

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

                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                maximum    Maximum
                                offering  Aggregate    Amount of
   Title of      Amount to be    price     offering    registration
  securities                                           fee
     to be        Registered    per unit    price
  registered
----------------------------------------------------------------

Common stock,       300,000      $0.10   $30,000        $8.85
par                 shares
value, $0.001
per
share

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

*   Estimated  solely for purposes of calculating  theregistration
fee.    Calculated  in  accordance  with  Rule  457(c)under  the
Securities   Act   of 1933 based upon the  average  ofthe  bid  and
asked  price  of Common Stock of MaxxZone.com, Inc. as
reported on the OTCBB on September 30, 2002.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The   Company  is offering shares of its common  stock
to   an  individual  for  consulting services on   the
Company's  behalf. This  issuance  of  shares is being
made  pursuant  to  consulting agreement  between  the
Company and the individual.  The  Company has  equated
this  number of shares to the value of the  consulting
services    provided  or  to  be  provided  by   these
individuals.   The shares  issued  hereunder  will not
be    subject   to   any   resale  restrictions.   The
following  individual  will  receive  the   number  of
shares listed next to his name:

          Scott Bleazard       150,000
          Stephen Brock        150,000

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.

PAGE-2-

                             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   its  fiscal year ended   December  31,
2001,  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, 2001; 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.

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
consultants  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.

PAGE-3-

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
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.

PAGE-4-

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

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  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-5-

(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 Scott Bleazard

      4b - Consulting Agreement between MaxxZone.com, Inc. and Stephen Brock

      5  - Opinion of Harold P. Gewerter, Esq., Ltd.

    23.a - Consent of Harold P. Gewerter, Esq., Ltd.
            (included in Exhibit 5)

    23.b - Chavez & Koch, CPA's, Ltd.

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.

PAGE-6-

  (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
   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.

PAGE-7-

                             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  1st  day  of October, 2002.

                              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:

                                        October 1, 2002
/s/ Roland Becker
-----------------------------
Roland Becker
President and Director

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