UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2003

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


            Nevada                       0-28629                73-1526138
            ------                       -------                ----------
(State or other jurisdiction of     (SEC File Number)        (I.R.S. Employer
incorporation or organization)                            Identification Number)

                            9202 South Toledo Avenue
                              Tulsa, Oklahoma 74137
          (Address of principal executive offices, including zip code)

                                 (918) 491-7557
              (Registrant's telephone number, including area code)

                                 (918) 492-2560
              (Registrant's facsimile number, including area code)


Securities to be registered pursuant to Section 12(b) of the Act:
                                                 NONE

Securities to be registered pursuant to Section 12(g) of the Act:
                                                 Common Stock, $0.001 par value

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. YES

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

     State issuer's revenues for its most recent fiscal year: $-0-

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days. $4,414,520 as of March 30, 2004.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable date: As of March 30, 2004, we had
64,860,279 shares of common stock, $0.001 par value, outstanding.



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<PAGE>


FORWARD LOOKING STATEMENTS

         This Report contains forward-looking statements within the meaning of
The Private Securities Litigation Reform Act of 1995 that address, among other
things, development-stage of our safety needle products, our pursuit of
collaborative arrangements; our need to obtain additional financing; factors
affecting the availability of capital; plans regarding the raising of capital.
These statements may be found under "Item 1- Business," "Item 1- Risk Factors,"
and "Item 6 - Plan of Operation" as well as in this Report generally. We
typically identify forward-looking statements in this Report using words like
"believe," "anticipate," "will," "expect," "may," "could," "intend," or similar
statements. There are important factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements, primarily our ability to raise additional capital to continue
operating. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.

PART I

ITEM 1.  BUSINESS

         1. We are a development-stage company that is principally engaged in
the design, development and licensing of safety medical devices intended to
reduce the risk of accidental needle stick injuries among health care workers.
We presently do not have any products for sale. We have designed a retractable
safety syringe and a retractable safety blood drawing device. We plan to pursue
bringing these products to market either by licensing them to established
medical device manufacturers, or by entering into joint development or similar
collaboration arrangements. On November 13, 2003 we entered into an agreement
with Globe Medical Tech, Inc. to manufacture 10,000,000 of our retractable
safety syringes (3cc with locking mechanism) at Globe's manufacturing facilities
in China. The agreement is subject to Maxxon raising $1.4 million to fund the
project. In addition, the Company entered into a marketing and distribution
agreement in which Globe was granted non-exclusive marketing and distribution
rights for Maxxon's 3cc retractable safety syringe for the hospital markets in
Latin America and South America, subject to completion of the manufacturing
agreement. See "Status of Publicly Announced Products or Services", below.

         It could take years before our products can be sold in the United
States, which is our primary target market, or anywhere else in the world.
Potential collaborative partners may require a significant amount of time to
develop manufacturing processes and/or to obtain specialized equipment, if any
is required. Our products will also require FDA approval before they can be sold
in the United States, as well as approvals from foreign countries where our
products may be marketed. Obtaining government approval, whether in the U.S. or
elsewhere, is a time-consuming and costly process with no guarantee of approval.
Our business is subject to numerous risks and uncertainties that are more fully
described in "RISK FACTORS."

The Problem of Accidental Needlestick Injuries

         There is an increasing awareness of the risk of infection from
needlesticks and the need for safer medical devices to reduce the risk of
accidental needlesticks. The Centers for Disease Control and Prevention (CDC)
estimated that each year between 600,000 to 800,000 needlestick injuries occur
among health care workers. Accidental needlesticks may result in the spread of
infectious diseases such as hepatitis B and C, HIV, and tuberculosis. In March
2000, CDC estimated that, depending on the type of device used and the procedure
involved, 62% to 88% of needlestick injuries could be prevented by the use of
safer medical devices.




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<PAGE>


Our Retractable Safety Needle Devices

         Our retractable safety devices are designed to be similar to standard
non-safety devices in appearance, size, and performance. We believe that this
similarity is important, as it could increase the chances that our products, if
and when they are commercialized, will be accepted by health care professionals.

Safety Syringe

         Our retractable safety syringe is designed with a 3cc with locking
mechanism. After an injection has been given, the user applies pressure on the
plunger, which causes the needle to automatically and fully retract into the
body of the syringe. The safety syringe is designed to accommodate any standard
sized needle. The vacuum is created at the time of use.

Safety Blood Drawing Device

         Our retractable safety blood drawing device is designed to work as
follows--after blood has been taken, a special vacuum tube is attached to the
needle, which causes the needle to automatically and fully retract into the
tube. The needle seals in place rendering it harmless and inoperable.

2.       Distribution Method of Products and Services

         Neither our retractable safety syringe nor our retractable safety blood
drawing device is ready for sale. Our products are in the development stage. Our
primary focus for development is the 3cc retractable safety syringe. We plan to
bring these products to market either by licensing them to established medical
device manufacturers, or by entering into joint development or similar
collaboration arrangements. Even if we are successful in entering into a
collaboration arrangement, it could take years before our products can be sold
in the United States, which is our primary target market. Our potential
collaborative partners may require a significant amount of time to develop
manufacturing processes and/or to obtain specialized equipment, if any is
required. Our products will also require FDA approval before they can be sold in
the United States, as well as approvals from foreign countries where our
products may be marketed. Obtaining government approval, whether in the U.S. or
elsewhere, is a time-consuming and costly process with no guarantee of approval.
We have not yet submitted an FDA application, or application for foreign
approval, for our 3cc retractable safety syringe or the retractable blood
drawing device.

         During 2002, the Company was pursuing FDA approval, via a 510(k)
application filed in December, 2001, for a safety syringe we licensed from
Wayland Rippstein (the Rippstein Syringe). In December 2002, the FDA informed us
that they had reclassified the Rippstein Syringe as a Class III device, which
requires a Pre-Market Approval (PMA) application to obtain U.S. marketing
approval. A PMA application is more extensive and requires more testing than a
510(k) application. The Company does not plan to submit a PMA application for
the Rippstein Syringe.

         3.   Status of Publicly Announced Products or Services

         Our retractable safety needle devices are in the development stage. We
are presently pursuing collaborative arrangements for the manufacturing and
marketing of our 3cc retractable safety syringe with locking mechanism. On
November 13, 2003, we entered into an agreement with Globe Medical Tech, Inc. to
manufacture our 3cc retractable safety syringe with locking mechanism at Globe's
manufacturing facilities in China. Globe's responsibilities will include making
production molds, production development assistance, validation of the initial
assembly process, all product testing, test data and prototype product samples
for submission to the FDA for approval. Globe agreed to produce 10,000,000 of
our retractable safety syringes, packaged and sterilized, for $1.4 million.
Globe's production capacity at their China plant is approximately 2,000,000
syringes per month. Globe estimates that production molds will be completed 6-8
weeks after the project begins. The proposal is subject to Maxxon raising the
$1.4 million, of which 50% will be due when the project begins, 25% will be due
upon receipt of FDA approval for the syringe, and 25%will be due after receiving
the syringes. Effective March 1, 2004, the Company entered into a marketing and
distribution agreement with Globe Medical Tech, Inc. ("Globe") in which Globe
was granted non-exclusive marketing and distribution rights for Maxxon's 3cc
retractable safety syringe for the hospital markets in Latin America and South
America. The marketing and distribution agreement is subject to Maxxon funding
the $1.4 million manufacturing agreement with Globe. The Company is presently
seeking the capital necessary to begin the project, however, there is no
assurance that the Company will be successful in raising the capital on
acceptable terms, if at all.




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<PAGE>


         4. Competitive Business Conditions, Competitive Position and Methods of
Competition

         The safety medical device market is highly  competitive.  The leading
manufacturers and marketers of safety medical devices are  Becton-Dickinson,
Tyco  International,  Inc. (Kendall  Healthcare  Products Company),  B. Braun,
Terumo Medical Corporation of Japan,  Medi-Hut,  Inc. and Johnson & Johnson.
Developers of safety medical devices, which we compete against for license and
collaborative  arrangements with medical device and pharmaceutical  companies
include Med-Design Corporation, New Medical Technologies,  Retractable
Technologies,  Inc., Univec, Inc. and Specialized Health Products International.
Our competitors have  substantially  greater assets,  technical  staffs,
established  market shares,  and greater  financial and operating resources than
we do.  There is no assurance that we can successfully compete.  See "RISK
FACTORS."

         Traditionally, competition regarding non-safety medical devices was
primarily based upon price with little differentiation between products. We
expect our products to compete against both safety products and non-safety
products based upon safety and ease of use and disposal. Most of the safety
medical devices we will compete with are priced substantially above the cost of
non-safety products. Market demand for safety devices is being driven by the
estimated costs associated with accidental needlesticks and by government
mandates.

         5. Sources of Raw Materials and the Names of Principal Suppliers

         We do not presently manufacture any products, so we have no raw
materials requirements. The materials used to make our retractable safety
syringe and our retractable safety blood drawing device are commercially
available from a number of suppliers. The manufacturing process is highly
technical and demanding with very low fault tolerances. There is no assurance
that we will be able to engage a company capable of manufacturing the safety
syringe in a cost-effective manner. See "RISK FACTORS."

         6.   Dependence on One or Few Major Customers

         We anticipate that our safety syringe will be marketed to the entire
field of medical professionals. We do not anticipate being dependent on any
particular customer. We do not know if any one customer will account for more
than 1% of our safety syringe sales.

         7. Patents, Trademarks, Licenses, Royalty Agreements or Labor Contracts

         Maxxon 3cc Safety Syringe  Patent.  A U.S.  patent  application  was
filed on November 1, 2002 for the Company's 3cc retractable  safety  syringe.
There is no  assurance  that a U.S.  patent will be issued.  The Company has not
yet filed any applications for foreign patent  protection.  If any foreign
patents  applications are filed,  there is no assurance that any foreign patents
will be issued.  See "RISK FACTORS."

         Maxxon Blood Sampling  Device Patent.  A U.S.  patent  covering the
Company's blood sampling device was published on April 10, 2003. The Company has
not yet filed any  applications  for foreign patent  protection.  See "RISK
FACTORS."  There is no assurance that any international patents will issue.

         Marketing and Distribution Agreement with Globe Medical Tech, Inc.
         Effective March 1, 2004, the Company entered into a marketing and
distribution agreement with Globe Medical Tech, Inc. ("Globe") in which Globe
was granted non-exclusive marketing and distribution rights for Maxxon's 3cc
retractable safety syringe for the hospital markets in Latin America and South
America. The marketing and distribution agreement is subject to Maxxon funding
the $1.4 million manufacturing agreement with Globe. The initial term of the
marketing and distribution agreement shall be five (5) years from the end of the
first month in which Marketer records commercial sales of a Product, provided,
however, that in no event shall the initial term extend beyond June 30, 2009.



                                       4
<PAGE>

         Rippstein Syringe Patent
         On February 27, 2001, the U.S. patent covering the safety syringe
designed by Mr. Rippstein was published. On January 13, 2001, an application was
filed for international patent protection, pursuant to the Patent Cooperation
Treaty. There is no assurance that any international patents will issue. There
is no assurance that the patent does not infringe on the rights of others.

         The Rippstein License
         On November 18, 1999, Maxxon entered into an Exclusive License
Agreement with Wayland J. Rippstein, Jr. and associates (the "Rippstein
License"), whereby Maxxon acquired the exclusive worldwide license to
manufacture and market a new proprietary safety syringe that retracts the needle
into the barrel of the syringe after use. The Rippstein License provides for
Maxxon to pay royalties of 4% of gross sales of syringes, and minimum annual
royalties ranging from $10,000 to $20,000 beginning April 16, 2005 (the 4th
anniversary after both a working prototype syringe was developed and a U.S.
patent was issued.) Such royalties continue for the life of the last to expire
patent. The company currently has no intention of pursuing the commercialization
of the Rippstein Syringe.

         Employment Agreements
         On August 8, 2001, we entered into amended written employment
agreements with Gifford Mabie, our sole officer and director, and Rhonda
Vincent, Thomas Coughlin and Vicki Pippin, our employees. The material terms of
their respective employment agreements are discussed in Note 4 "Other
Commitments and Contingencies" of the Financial Statements. The Company is
presently in default under the terms of the employment agreements. There is no
assurance that the individuals subject to such agreements will continue to serve
the Company without being paid. See "RISK FACTORS."

         8.   Need for Governmental Approval

         Pursuant to the Federal Food, Drug and Cosmetic Act, the FDA regulates
the research, design, testing, manufacture, safety, labeling, storage, record
keeping, advertising and promotion, distribution, and production of medical
devices in the United States. The Company's safety needle devices are considered
to be medical devices, are subject to FDA regulation, and must receive FDA
approval prior to sale in the United States.

         Medical devices are classified into one of three classes, depending on
the controls deemed by FDA to be necessary to reasonably ensure their safety and
effectiveness. Class I devices are subject to general controls (e.g. labeling,
pre-market notification and adherence to Quality System regulations, which have
replaced Good Manufacturing Practice regulations.) These devices are subject to
the lowest level of regulatory control. Class II devices are subject to general
controls and to special controls (e.g. performance standards, post-market
surveillance, patient registries, and FDA guidelines). Generally, Class III
devices are those that must receive pre-market approval by the FDA to ensure
their safety and effectiveness, and require clinical testing and FDA approval
prior to marketing and distribution. Class III devices are the most rigorously
regulated.

         Generally, before a new device can be introduced into the market in the
United States, the manufacturer must obtain FDA clearance through a 510(k)
pre-market notification or approval of a premarket approval ("PMA") application.
If a medical device manufacturer can establish that a device is "substantially
equivalent" to a legally marketed Class I, Class II device, or a Class III
device for which FDA has not called for PMAs, the manufacturer may seek
clearance from FDA to market the device by filing a 510(k) pre-market
notification. The 510(k) pre-market notification will need to be supported by
appropriate data establishing the claim of substantial equivalence to the
satisfaction of the FDA.

         If the Company or its collaborative partners cannot establish that the
Company's safety needle devices are substantially equivalent to legally marketed
predicate devices, pre-market approval of the device through submission of a PMA
application must be obtained. A PMA application must be supported by valid
scientific evidence, including pre-clinical and clinical trial data, as well as
extensive literature to demonstrate a reasonable assurance of the safety and
effectiveness of the device. The PMA represents the most rigorous form of FDA
regulatory approval.

         The Medical Device User Fee and Modernization Act, enacted in 2002,
authorizes the FDA to assess and collect user fees for Section 510(k) pre-market
notifications and pre-market approval applications filed on or after October 1,
2002. Fees for fiscal year 2003 range from $2,187 for Section 510(k) pre-market
notifications to $154,000 for PMAs, although fee reductions are available for
companies qualifying as small businesses.




                                       5
<PAGE>

         We have not submitted an application for FDA approval for our 3cc
retractable safety syringe or our retractable safety blood drawing device.
During 2002, the Company was pursuing FDA approval, via a 510(k) application
filed in December, 2001, for a safety syringe we licensed from Wayland Rippstein
(the Rippstein Syringe). In December 2002, the FDA informed us that they had
reclassified the Rippstein Syringe as a Class III device, which requires a
Pre-Market Approval (PMA) application to obtain U.S. marketing approval. A PMA
application is more extensive and requires more testing than a 510(k)
application. The Company does not plan to submit a PMA application for the
Rippstein Syringe. Based upon this prior experience, there is no assurance that
either of our safety needle devices will qualify for the 510(k) pre-market
notification approval process or that the Company will have the funds necessary
to seek FDA approval. There is no assurance that our safety needle devices will
obtain FDA approval.

         If FDA approval is received, then the Company or its collaborative
partner (depending on who is manufacturing and marketing) would also be required
to comply with FDA post-market reporting requirements, including the submission
of reports on certain adverse events and malfunctions, and requirements
governing the promotion of medical devices. In addition, modifications to our
devices may require the filing of new 510(k) submissions or pre-market approval
supplements, and we will need to comply with FDA regulations governing medical
device manufacturing practices. The FDA requires medical device manufacturers to
register as such and subjects them to periodic FDA inspections of their
manufacturing facilities. The FDA requires that medical device manufacturers
produce devices in accordance with the FDA's current Quality System Regulation
(QSR), which governs the methods, facilities and controls used for the design,
manufacture, testing, packaging, labeling and storage of medical devices.

         There is a different set of regulatory requirements in place for the
European Union (EU). In the EU the company putting a medical device onto the
market must comply with the requirements of the Medical Devices Directive (MDD)
and affix the CE mark to the product to attest to such compliance. To achieve
this, the medical devices in question must meet the "essential requirements"
defined under the MDD relating to safety and performance, and the relevant
company must successfully undergo a verification of its regulatory compliance by
a third party standards certification provider, known as "Notified Body." The
nature of the assessment will depend on the regulatory class of products
concerned, which in turn determines the precise form of testing to be undertaken
by the Notified Body.


         The requirements of the MDD must be complied with by the "manufacturer
of the device," which is defined as the party responsible for the design,
manufacture, packaging and labeling of the device before it is placed on the EU
market, regardless of whether these operations are carried out by this entity or
on its behalf.


         Accordingly, where medical devices are marketed by our potential
licensees or by collaborative partners under their names, compliance with the
MDD will be their responsibility. In the event that we decide to manufacture
devices to be distributed in the EU market under our name, all compliance
responsibilities will be borne by us.

         There may be numerous other approvals needed before our products can be
sold in countries other than the United States or the European Union. There is
no assurance that the Company or its collaborative partners, if any, will be
successful in obtaining such approvals.


         9.   Effect of Existing or Probable Governmental Regulation


         Regulatory actions at the federal and state level promote the use of
safety needles to reduce the risk of accidental needlesticks. On July 1, 1999,
California, through its state Occupational Safety and Health Administration
(OSHA) program, began requiring the use of safety needles. Other states such as
Texas, Tennessee, Maryland and New Jersey have passed similar legislation.





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<PAGE>

         On November 6, 2000, President Clinton signed the Needlestick Safety
and Prevention Act amending OSHA's Bloodborne Pathogens Standard to require that
employers implement the use of safer medical devices in their facilities. To
implement the statutory mandates in the Needlestick Safety and Prevention Act,
OSHA has issued a number of further revisions to its Bloodborne Pathogens
Standard. The revised standard became effective on April 18, 2001. The new
standard provisions impose several needle device safety requirements on
employers, including:


         - evaluation and implementation of safer needle devices as part of the
         re-evaluation of appropriate engineering controls during an employer's
         annual review of its exposure control plan;


         - documentation of the involvement of non-managerial, frontline
employees in choosing safer needle devices; and


         - establishment and maintenance of a sharps injury log for recording
injuries from contaminated sharps.


         On November 27, 2001, OSHA issued a compliance directive (CPL 2-2.69)
that advises OSHA's regional offices on the proper interpretation and
enforcement of the revised Bloodborne Pathogens Standard provisions. The
compliance directive confirms that the consideration of safer needle devices, in
annually reviewing and updating the exposure control plan, is a critical element
of the Bloodborne Pathogens Standard. The directive also stresses that the
standard requires employers to use engineering controls (e.g., safer needle
devices) if such controls will remove or eliminate the hazards to employees. As
a result of these regulatory actions, we anticipate that the demand for safety
medical devices such as those we have designed will continue to increase for the
foreseeable future.


         10. Estimate of the Amount Spent on Research and Development

         Our research and development efforts in the past have focused primarily
upon the design and development of safety needle retraction technologies and in
certain instances, the molds or equipment necessary to make and assemble limited
quantities of the safety syringe. R&D expenses were $21,766 and $286,509 in 2003
and 2002, respectively. During 2003 and 2002, respectively, $0 and $149,500
related to the value of common stock or options granted pursuant to design
services or licensing agreements. Our research and development efforts going
forward will focus primarily upon modifying and improving our current product
technologies in response to input from potential collaborative partners. The
Company's present retractable safety devices have been designed by DESIGNPRO,
LLC, formerly Genesis Design Group, a third party design firm. We are dependent
on their services. See "RISK FACTORS".



         11. Costs and effects of environmental compliance

         The Company has not spent any sums on environmental compliance and does
not expect to be required to spend any sums on environmental compliance in the
future, unless the Company chooses to become a manufacturer of its own products,
which is not likely. Should the Company be successful in establishing
collaborative arrangements with an established manufacturer, all environmental
costs would be borne by the manufacturer.

         12. Number of total employees and number of full time employees

         We have five employees. including our sole officer and director, who
provide services to us on a part-time basis. Our employees are each engaged in
other business activities and devote such time as he or she feels is reasonably
necessary to carry out our business. Although these other business activities
are different from our business, there could exist potential conflicts in the
amount of time each person devotes to our business. Consequently, developing our
business may require a greater period of time than if our employees were
employed by us on a full time basis. See "RISK FACTORS."

         On January 3, 2001, we entered into written employment agreements with
Gifford Mabie, Dr. Thomas Coughlin, Rhonda Vincent and Vicki Pippin. The Company
is in default pursuant to the agreements. There is no assurance that these
individuals will continue to serve the Company without getting paid. See "RISK
FACTORS."



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<PAGE>

RISK FACTORS

         You should carefully consider the risks described below, together with
all of the other information included in this report, in considering our
business and prospects. The risks and uncertainties described below are not the
only ones facing Centrex. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial also may impair our business
operations. The occurrence of any of the following risks could harm our
business, financial condition or results of operations.

Because We Have No Products for Sale, We Do Not Generate  Revenue And Do Not
Have Other Resources To Fund  Operations;  These Conditions Raise Substantial
Doubt About Our Ability To Continue As A Going Concern

         Because the Company's retractable safety needle devices are in the
development stage, the Company has no revenue, earnings or cash flow to be
self-sustaining. The Company does not anticipate sales until such time as its
products are proven to be commercially viable and are approved for sale in the
United States by the FDA. It could be several more years before the Company can
expect to have sales. The Company's independent accountants have stated, in
their opinion to the audited financial statements for the period ended December
31, 2003, "the Company is a development stage company with insufficient revenues
to fund development and operating expenses. The Company also has insufficient
cash to fund obligations as they become due. These conditions raise substantial
doubt about its ability to continue as a going concern." Our failure to obtain
the funding necessary to commercialize our retractable safety needle devices
will have a material adverse effect on our business, financial condition, and on
the price of our common stock.

We Require  Substantial  Additional  Capital To Commercialize Our Retractable
Safety Needle Devices.  We May Have Difficulty Raising Capital When We Need It,
Or At All.  Raising Such Capital May Dilute Stockholder Value

         We require an estimated $2.0 million in capital, over the next twelve
months, to continue our commercialization efforts related to our retractable
safety syringe. We have entered into an agreement with Globe Medical Tech, Inc.
to manufacture 10,000,000 of our retractable safety syringes in China. The
project will cost us $1.4 million, of which $700,000 is payable in advance. The
manufacturing process involves building molds, designing manufacturing processes
and obtaining specialized equipment, as well as actually making, assembling,
sterilizing, packaging and delivering the retractable safety syringes. The
remaining $700,000 will be due in stages, with payment in full required prior to
delivery of the retractable syringes to us. Once the manufacturing process
begins, we could have retractable safety syringes within twelve months. There is
no assurance, however, that we will be successful in raising the $700,000
required to begin the project or the remaining $700,000 required to complete the
project. There is no assurance that the project will not require significantly
longer than one year to complete and there is no assurance the the project will
not cost significantly more than the $1.4 million.

         In addition to the $1.4 million required pursuant to the Globe Medical
Tech agreement, we also require an estimated $600,000 during the next twelve
months for administrative expenses. See "PLAN OF OPERATION". We will require
substantial additional capital thereafter to commercialize our retractable
safety needle devices. Our commercialization efforts will include, but are not
limited to, entering into agreements with third parties for manufacturing
(including building molds, designing manufacturing processes and obtaining
specialized equipment), marketing and distribution, and obtaining FDA and/or
other regulatory approvals, all of which are necessary before our products can
be sold and which may take a significant amount of time, if not years, to
complete.

         Due to the current economic conditions and the risks and uncertainties
surrounding our Company, we may not be able to secure additional financing on
acceptable terms, if at all. If we obtain additional funds by selling any of our
equity securities, the percentage ownership of our stockholders will be reduced,
stockholders may experience substantial dilution, the price of our common stock
may decline, or the equity securities may have rights, preferences or privileges
senior to the common stock. To the extent that services are paid for with common
stock or stock options that are exercised and sold into the market, the market
price of our common stock could decline and your ownership interest will be
diluted. If adequate funds are not available to us on satisfactory terms, we may
be required to limit or cease our operations, or otherwise modify our business
strategy, which could materially harm our future business prospects.




                                       8
<PAGE>

Until The SEC Civil Action Is Concluded, Our Ability To Raise Additional Capital
Or To Enter Into Collaborative Development Arrangements For Our Safety Needle
Devices Could Be Adversely Impacted. The Cost Of Defending Against This Action,
Including The Diversion Of Time And Resources, Could Have A Material Adverse
Effect On Our Future Prospects.

         The SEC has alleged in a civil action a variety of claims against us,
our officer and certain employees (See Notes to Financial Statements-Note 3
"Litigation"). We believe that the SEC's claims are without merit and we intend
to vigorously defend against them. Based on the current scheduling order, we
expect the case to be decided in late 2004 unless resolved sooner, either by
mutual agreement or by summary judgment. There is no assurance, however, that we
will have the financial and other resources necessary to continue our defense.
Until the civil action is resolved, our ability to raise additional capital or
to continue with our commercialization efforts could be adversely impacted. The
cost of defending against the civil action, including the diversion of time and
resources away from our commercialization efforts, could harm our future
prospects.

If We Do Not Obtain FDA Approval For Our Safety Needle Devices, Then Our Future
Prospects Could Be Harmed.

         Our retractable safety syringe and our retractable  safety blood
drawing device will require FDA approval before they can be sold in the United
States, which is our primary target market. We have not yet applied for or
received FDA approval for our retractable safety syringe or our retractable
safety blood drawing device. We attempted to obtain FDA approval through a 510k
market notification ("510k") for a previous syringe design (now referred to as
the "Rippstein Syringe"). In December 2002, approximately one year after filing
the 510(k), the FDA determined that a premarket approval application ("PMA")
would be required instead of the 510(k). We decided not to pursue FDA approval
of the Rippstain Syringe. Based upon this experience, there is no assurance that
our safety needle devices will qualify for the FDA's 510(k) application approval
process.

         The FDA approval process can take years and be expensive, especially if
a PMA is required. A PMA is much more rigorous and expensive to complete than a
510k. In addition, the Medical Device User Fee and Modernization Act, enacted in
2002, now allows the FDA to assess and collect user fees for 510k and for PMA
applications. Fees for fiscal year 2003 range from $2,187 for a 510(k) to
$154,000 for a PMA, although fee reductions may be available for companies
qualifying as small businesses. There is no assurance that we will qualify for
fee reductions or have the funds necessary to apply for or obtain FDA approval
for our safety needle devices. The FDA approval process could take a significant
amount of time, if not years, to complete and there is no assurance that FDA
approval will ever be obtained. If FDA approval is not obtained, then we will
not be able to sell its products in the United States, our primary target
market, which could have a material adverse effect on our future business
prospects.

If We Are Not Be Able To Enter Into  Manufacturing  Arrangements  For Our Safety
Needle  Devices  Then Our Future  Prospects Could Be Harmed.

         We must establish manufacturing capabilities before our products can be
sold. We have no experience in establishing, supervising or conducting
commercial manufacturing. We plan to rely on third party contractors to
manufacture our products, although we have not yet entered into such
arrangements. We may not be successful in ever establishing manufacturing
capabilities for our products. Relying on third parties may expose us to the
risk of not being able to directly oversee the manufacturing process, which may
adversely affect the production and quality of our products. Furthermore, these
third-party contractors, whether foreign or domestic, may experience regulatory
compliance difficulty, mechanical shutdowns, employee strikes, or other
unforeseeable acts that may delay or prevent production. We may not be able to
manufacture our safety needle devices in sufficient quantities at an acceptable
cost, or at all, which could materially adversely affect our future prospects.

If Our  Retractable  Safety Needle Devices Prove To Be Too Expensive to
Manufacture and Market  Successfully  Then Our Future Prospects Could Be Harmed.

         Our retractable safety needle devices may prove to be too expensive to
manufacture and market successfully. Market acceptance of our products will
depend in large part upon our ability to demonstrate the operational and safety
advantages of our product as well as the cost effectiveness of our product
compared to both standard and other safety needle products. If we are unable to
produce a safety syringe at a cost that is competitive with standard non-safety
syringes or other safety needle products, we will not be able to sell our
product. This could have a material adverse effect on our operations.




                                       9
<PAGE>

If We Are Not Able To  Establish  Marketing,  Sales and  Distribution
Arrangements  For Our Safety  Needle  Devices Then Our Future Prospects
Could Be Harmed.

         We must establish marketing, sales and distribution capabilities before
our product can be sold. We have no experience in establishing such
capabilities. Until we have established manufacturing arrangements, we do not
plan to devote any meaningful time or resources to establishing marketing sales
or distribution capabilities. If we determine that our safety needle devices are
commercially viable, we intend to enter into agreements with third parties to
market, sell and distribute our products. However, we may be unable to establish
or maintain third-party relationships on a commercially reasonable basis, if at
all. In addition, these third parties may have similar or more established
relationships with our competitors.

         If we do not enter into relationships with third parties to market,
sell and distribute our planned product, we will need to develop our own such
capabilities. We have no experience in developing, training or managing a sales
force. If we choose to establish a direct sales force, we will incur substantial
additional expenses in developing, training and managing such an organization.
We may not be able to build a sales force on a cost effective basis or at all.
Any such direct marketing and sales efforts may prove to be unsuccessful. In
addition, we will compete with many other companies that currently have
extensive and well-funded marketing and sales operations. Our marketing and
sales efforts may be unable to compete against these other companies. We may be
unable to establish a sufficient sales and marketing organization on a timely
basis, if at all.

         We may be unable to engage qualified distributors. Even if engaged,
they may fail to satisfy financial or contractual obligations to us. They may
fail to adequately market our products. They may cease operations with little or
no notice to us or they may offer, design, manufacture or promote competing
products.

If We Are Unable To Protect Our  Retractable  Safety Needle  Devices,  Or To
Avoid  Infringing  On the Rights of Others,  Our Ability To Compete Will Be
Impaired.

         We have been issued a U.S. patent related to our retractable safety
blood drawing device and we have applied for a U.S. patent for our retractable
safety syringe. There is no assurance that a U.S. patent for our 3cc retractable
safety syringe will be issued to us. We do not have foreign patent protection
for our retractable safety needle devices and there is no assurance that we will
have the financial resources to apply for such foreign patent protections, that
such foreign patent protections will be available to us or if available, that
they will result in any meaningful protection for our retractable safety needle
devices. Even if we are successful in obtaining patent protection, whether in
the U.S. or abroad, it may not afford protection against competitors with
similar technology. Furthermore, other may independently develop similar
technologies or duplicate our technology.

         Our commercial success depends in part on our avoiding the infringement
of patents and proprietary rights of other parties and developing and
maintaining a proprietary position with regard to our own technologies and
products. We cannot predict with certainty whether we will be able to enforce
our patents. We may lose part or all of our patents as a result of challenges by
competitors. Patents that may be issued, or publications or other actions could
block our ability to obtain patents or to operate as we would like. Others may
develop similar technologies or duplicate technologies that we have developed or
claim that we are infringing their patents.

         Although we rely on trade secrets to protect our technology and require
certain parties to execute nondisclosure and non-competition agreements, these
agreements could be breached, and our remedies for breach may be inadequate. In
additions, our trade secrets may otherwise become known or independently
discovered by our competitors. If we lose any of our trade secrets, our business
and ability to compete could be harmed.

         Despite our efforts to protect our proprietary rights, we face the
risks that pending patent applications may not be issued, that patents issued to
us may be challenged, invalidated or circumvented; that unauthorized parties may
obtain and use information that we regard as proprietary; that intellectual
property laws may not protect our intellectual property; and effective
protection of intellectual property rights may be limited or unavailable in
China, where we plan to manufacture our retractable safety syringe, or in other
foreign countries where we may manufacture and/or sell our retractable safety
needle devices. The lack of adequate remedies and impartiality under any foreign
legal system may adversely impact our ability to protect our intellectual
property.



                                       10
<PAGE>


         Our commercial success depends in part on our avoiding the infringement
of patents and proprietary rights of other parties and developing and
maintaining a proprietary position with regard to our own technologies and
products. We cannot predict with certainty whether we will be able to enforce
our patents. We may lose part or all of our patents as a result of challenges by
competitors. Patents that may be issued, or publications or other actions could
block our ability to obtain patents or to operate as we would like. Others may
develop similar technologies or duplicate technologies that we have developed or
claim that we are infringing their patents.

         We may become involved in litigation or interference proceedings
declared by the U.S. Patent and Trademark Office, or oppositions or other
intellectual property proceedings outside of the United States. If any of our
competitors have filed patent applications or obtained patents that claim
inventions that we also claim, we may have to participate in an interference
proceeding to determine who has the right to a patent for these inventions in
the United States. If a litigation or interference proceeding is initiated, we
may have to spend significant amounts of time and money to defend our
intellectual property rights or to defend against infringement claims of others.
Litigation or interference proceedings could divert our management's time and
effort. Even unsuccessful claims against us could result in significant legal
fees and other expenses, diversion of management time and disruption in our
business. Any of these events could harm our ability to compete and adversely
affect our business.

         An adverse ruling arising out of any intellectual property dispute
could invalidate or diminish our intellectual property position. An adverse
ruling could also subject us to significant liability for damages, prevent us
from using processes or products, or require us to license intellectual property
from third parties. Costs associated with licensing arrangements entered into to
resolve litigation or an interference proceeding may be substantial and could
include ongoing royalties. We may not be able to obtain any necessary licenses
on satisfactory terms.


If  Manufacturing  Of Our  Retractable  Safety  Syringe In China  Begins,  Our
Future  Business  Prospects  May Be Harmed If Political, Economic Or Social
Uncertainties In China Develop Into Actual Events.

         If manufacturing of our 3cc retractable safety syringe in China begins
pursuant to the Globe Medical Tech agreement, our business will be subject to
significant political and economic uncertainties and may be adversely affected
by political, economic and social developments in China. Over the past several
years, the Chinese government has pursued economic reform policies including
encouragement of private economic activity and greater economic
decentralization. The Chinese government may not continue to pursue these
policies or may significantly alter them from time to time, with little or no
prior notice, to our detriment. A lack of adequate remedies and impartiality
under the Chinese legal system may adversely impact our ability to do business
in China and to enforce the agreement or purchase orders to which we may become
a party. At various times during recent years, the United States and China have
had significant disagreements over political, economic and social issues.
Controversies may arise in the future between these two countries. Any political
or trade controversies between the United States and china, whether or not
directly related to our business, could adversely affect our ability to do
business in China.

We Must Obtain Regulatory Approvals In Foreign Jurisdictions To Market Our
Products Abroad

         We will be subject to a variety of regulations governing clinical
trials and sales of our products outside the U.S. Whether or not FDA approval
has been obtained, we must secure approval of a product by the comparable
non-U.S. regulatory authorities prior to the commencement of marketing of the
product in a foreign country. The process of obtaining these approvals will be
time consuming and costly. The approval process varies from country to country
and the time needed to secure additional approvals may be longer than that
required for FDA approval. These applications may require the completion of
pre-clinical and clinical studies and disclosure of information relating to
manufacturing and controls. Unanticipated changes in existing regulations or the
adoption of new regulations could affect the manufacture and marketing of our
products.

If We Are Not Able to Compete Successfully, Then Our Business Prospects Will Be
Materially Adversely Affected.

         Our products may compete in the United States and abroad with the
safety needle devices and standar  non-safety  needle devices  manufactured  and
distributed  by companies such as Becton  Dickinson,  Tyco  International,  Inc.
(Kendall Healthcare  Products Company),  B. Braun, Terumo Medical Corporation of
Japan, Med-Hut, Inc. and Johnson & Johnson.  Developers of safety needle devices
against which we compete include  Med-Design  Corp.,  New Medical  Technologies,
Retractable  Technologies,  Inc.,  Univec,  Inc. and Specialized Health Products
International,  Inc. Many of our competitors are substantially larger and better
financed than we are and have more experience in developing medical devices than
we do. These  competitors may use their  substantial  resources to improve their
current  products  or to  develop  additional  products  that may  compete  more
effectively with our products, or may render our products obsolete. In addition,
new  competitors  may develop  products that compete with our  products,  or new
technologies  may arise  that  could  significantly  affect  the  demand for our
products. Even if we are successful in bringing our products to market, there is
no assurance that we can successfully compete. We cannot predict the development
of future  competitive  products or companies.  We will be materially  adversely
affected if we are unable to compete successfully.




                                       11
<PAGE>


Because We Depend On A Single  Technology,  We Are Vulnerable to Superior
Competing  Products Or New Technologies That Could Make Our Retractable Safety
Needle Devices Obsolete

         Because we have a narrow focus on a particular product and technology
(i.e. retractable safety needle devices), we are vulnerable to the development
of superior competing products and to changes in technology which could
eliminate or reduce the need for our products. If a superior technology is
created, the demand for our product could greatly diminish causing our
commercialization efforts and future prospects to be materially adversely
affected.

Because We Rely On Third Parties for Research and Development Activities
Necessary to Commercialize Our Product, We Have Less Direct Control Over Those
Activities. This Could Have A Materially Adverse Effect On Our Future Prospects.

         We do not maintain our own laboratory and we do not employ our own
researchers. We have contracted with third parties in the past to conduct
research and development activities and we expect to continue to do so in the
future. Because we rely on third parties for our research and development
activities, we have less direct control over those activities and cannot assure
you that the research will be done properly or in a timely manner, or that the
results will be reproducible. Our inability to conduct research and development
may delay or impair our ability to commercialize our retractable safety needle
technology. The cost and time to establish or locate an alternative research and
development facility to develop our technology could have a materially adverse
effect on our future prospects.

Your Ownership Interest May Be Diluted And The Value Of The Shares Of Our Common
Stock May Decline By The Exercise Of Stock Options And Warrants We Have Granted
Or May Grant In The Future And By the Common Stock We Have Issued Or Will Issue
In The Future To Pay Current And Future Obligations.

         As of March 15, 2004, we had outstanding options to purchase up to
11,800,000 shares of common stock at exercise prices ranging from $0.05 to $0.50
per share and outstanding warrants to purchase up to approximately 9,049,000
shares of common stock at exercise prices ranging from $0.25 to $0.50 per share.
All of the warrants and approximately 3,300,000 of the options are presently
"out of the money". We may decide to modify the terms and/or exercise price of
the options and warrants. To the extent that the outstanding options to purchase
our common stock are exercised, your ownership interest may be diluted. If the
warrants and options are exercised and sold into the market, they could cause
the market price of our common stock to decline. From time to time, the Company
has issued and may continue to issue shares of its common stock to pay current
and future obligations. To the extent that those shares are sold into the
market, they could cause the market price of our common stock to decline.

The Loss Of The Services Of Our Product Designers And Our Employees Could Have A
Material Adverse Effect On Our Business.

         Our retractable safety needle devices were designed by the DESIGNPRO,
LLC,  formerly  Genesis  Design Group of Simi Valley,  California and Dr. Thomas
Coughlin, Jr,, our medical advisor. The loss of the services of DESIGNPRO and/or
Dr.  Coughlin and the inability to retain  acceptable  substitutes  could have a
material adverse effect on our future prospects.  We are also dependent upon the
services of our officer and employees. We are presently in default of employment
agreements  and  there is no  assurance  that the  individuals  subject  to such
agreements  will continue to serve without being paid.  The loss of the services
of these key  personnel or the  inability to retain such  experienced  personnel
could have a material adverse effect on our ability to continue operating.

Because We Have Limited Experience In The Medical Device Industry And Our
Officer And Employees Have Other Business Interests, Our Business May Take
Longer To Develop, Which Could Adversely Affect Our Future Prospects.

         We have had limited experience in the medical device industry. In
addition, our officer and employees may be involved in a range of business
activities that are not related to our business. Consequently, there are
potential conflicts in the amount of time each can devote to our business.
Management estimates that not more than 50% of their time will be devoted to
Maxxon's activities. Consequently, our business may take longer to develop,
which could adversely affect our future prospects.

If We Cannot Generate Adequate, Profitable Sales Of Our Planned Products, We
Will Not Be Successful

         In order to succeed as a company, we must develop commercially viable
products and sell adequate quantities at a high enough price to generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially viable product, a number of factors may affect future sales of
our product. These factors include:





                                       12
<PAGE>

     -    Whether we will be successful in obtaining FDA approval in the future;

     -    Whether  physicians,  patients and clinicians  accept our product as a
          viable, safe alternative to the standard medical syringe;

     -    Whether  the  cost  of our  product  is  competitive  in  the  medical
          marketplace; and

     -    Whether we successfully  contract the manufacture and marketing of the
          syringe to third parties or develop such capabilities ourselves

Our Retractable  Safety Needle Devices,  If Successfully  Commercialized,  Could
Be Exposed To Significant  Product Liability Claims Which Could Be Time
Consuming And Costly To Defend,  Divert  Management  Attention and Adversely
Impact Our Ability To Obtain and Maintain Insurance Coverage, Which Could
Jeopardize Our License.

         The testing, manufacture, marketing and sale of our retractable safety
needle devices will involve an inherent risk that product liability claims will
be asserted against us. We currently have a general liability policy with an
annual aggregate limit of $2 million with a $1 million limit per occurrence. We
currently do not have insurance which relates to product liability, but intend
to seek and obtain insurance to cover product liability before sales of our
safety syringe commences. Even if we obtain such insurance, it may prove
inadequate to cover claims and/or litigation costs. The costs and availability
of such insurance are unknown. Product liability claims or other claims related
to our planned product, regardless of their outcome, could require us to spend
significant time and money in litigation or to pay significant settlement
amounts or judgments. Any successful product liability or other claim may
prevent us from obtaining adequate liability insurance in the future on
commercially desirable or reasonable terms. In addition, product liability
coverage may cease to be available in sufficient amounts or at an acceptable
cost. Any inability to obtain sufficient insurance coverage at an acceptable
cost or otherwise to protect against potential product liability claims could
prevent or inhibit the commercialization of our planned product. A product
liability claim could also significantly harm our reputation and delay market
acceptance of our safety syringe.

Stringent,  Ongoing  Government  Regulation  and  Inspection  Of Our  Safety
Syringe  Could  Lead To Delays In  Manufacture, Marketing and Sales

         The FDA continues to review products even after they receive FDA
approval. If and when the FDA approves our safety syringe, its manufacture and
marketing will be subject to ongoing regulation, including compliance with
current Good Manufacturing Practices, adverse reporting requirements and the
FDA's general prohibitions against promoting products for unapproved or
"off-label" uses. We are also subject to inspection and market surveillance by
the FDA for compliance with these and other requirements. Any enforcement action
resulting from failure to comply with these requirements could affect the
manufacture and marketing of our safety syringe. In addition, the FDA can
withdraw a previously approved product from the market at any time, upon receipt
of newly discovered information.

Healthcare  Reform and  Controls  On  Healthcare  Spending  May Limit The Price
We Can Charge For Our Safety  syringe And The Amount We Can Sell

         The federal government and private insurers have considered ways to
change, and have changed, the manner in which healthcare services are provided
in the United States. Potential approaches and changes in recent years include
controls on healthcare spending and the creation of large purchasing groups. In
the future, it is possible that the government may institute price controls and
limits on Medicare and Medicaid spending. These controls and limits might affect
the payments we collect from sales of our product. Assuming we succeed in
bringing our product to market, uncertainties regarding future healthcare reform
and private practices could impact our ability to sell our product in large
quantities at profitable pricing.

         The safety syringe field is relatively new, and it is quite possible
that new regulations could be proposed and adopted which could restrict
marketing of its safety syringe. Maxxon is not aware of any such pending or
proposed regulations, however, there is no assurance that they will not be
imposed.

Uncertainty Of Third-Party Reimbursement Could Affect Our Ability To Sell Our
Safety Syringe At A Profit

         Sales of medical products largely depend on the reimbursement of
patients' medical expenses by governmental healthcare programs and private
health insurers. There is no guarantee that governmental healthcare programs or
private health insurers will cover the cost of our product or permit us to sell
our product at a high enough price to generate a profit.




                                       13
<PAGE>

Our Limited Operating History Makes Evaluating Our Stock More Difficult

         We have only been operating since August 1996. Accordingly, you can
only evaluate our business based on a limited operating history. Since
inception, we have engaged primarily in research and development, technology
licensing, seeking grants, and raising capital. This limited history may not be
adequate to enable you to fully assess our ability to develop our technologies
and proposed products and to achieve market acceptance of our proposed products
and to respond to competition.

We Have A History Of Losses And Expect Future Losses

         We have had annual losses since our inception. We expect to continue to
incur losses until we can sell enough products at prices high enough to generate
a profit. As of December 31, 2003, we had accumulated a deficit of approximately
$11.3 million. There is no assurance that our safety syringe will be
commercially viable. There is no assurance that we will generate revenue from
the sale of the safety syringe or that we will achieve or maintain profitable
operations.

Our Stock Price Is Volatile And Your  Investment In Our Securities  Could
Decline In Value,  Resulting In Substantial  Losses To You

         The market price of our common stock, which is traded on the OTC
National Quotation Bureau "Pink Sheets" under the symbol "MXON", has been, and
may continue to be, highly volatile. Factors such as announcements of product
development progress, financings, technological innovations or new products,
either by us or by our competitors or third parties, as well as market
conditions within the medical devices industry may have a significant impact on
the market price of our common stock. In general, medical device stocks tend to
be volatile even during periods of relative market stability because of the high
rates of failure and substantial funding requirements associated with medical
device companies. Market conditions and conditions of the medical device sector
could also negatively impact the price of our common stock.

Because Our Stock Is Considered To Be A "Penny Stock", Your Ability To Sell Your
Stock May Be Limited

         The Penny Stock Act of 1990 requires specific disclosure to be made
available in connection with trades in the stock of companies defined as "penny
stocks". The Securities and Exchange Commission (SEC) has adopted regulations
that generally define a penny stock to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. If an
exception is unavailable, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risk associated therewith as well as the written
consent of the purchaser of such security prior to engaging in a penny stock
transaction. The regulations on penny stock may limit the ability of the
purchasers of our securities to sell their securities in the secondary
marketplace.

We Do Not Expect To Pay Dividends

         We have not declared or paid, and for the foreseeable future we do not
anticipate declaring or paying, dividends on our common stock.

ITEM 2.  DESCRIPTION OF PROPERTY

         We currently rent approximately 4,200 square feet of office space in
Tulsa, Oklahoma on a monthly basis. The monthly payment for the office space is
$6,300, for which the Company is obligated with other companies that share the
office space. See Note 7 "Related Party Transactions" of the Notes to Financial
Statements.

ITEM 3.  LEGAL PROCEEDINGS.

         On December 31, 2002, the Securities and Exchange Commission filed a
civil complaint in the Northern District Court of Oklahoma against Maxxon;
Gifford Mabie, the Company's CEO and Director; Dr. Thomas Coughlin, the
Company's medical advisor; and Rhonda Vincent, the Company's financial reporting
manager. The complaint alleges that from 1997 to 1999, Maxxon and Mr. Mabie made
false or misleading statements regarding the Kaufhold syringe, a safety syringe
technology that the Company licensed in 1997 and discontinued in late 1999. The
complaint also alleges that Maxxon, Mr. Mabie, Dr. Coughlin and Ms. Vincent made
false or misleading statements, or failed to disclose information, concerning
the status of the Company's application for FDA approval, filed December 10,
2001, of the Rippstein Syringe, a safety syringe technology that the Company
licensed in late 1999. The Company and the individual defendants each deny and
plan to vigorously defend against the SEC's claims.




                                       14
<PAGE>

         On January 25, 2002, the Company, along with other plaintiffs, filed
suit against the Company's former corporate counsel. The petition charges that
former counsel took various actions, which were against the interests of the
plaintiffs, committed a breach of fiduciary duty, and committed a breach of his
duty to exercise reasonable care, skill and diligence on behalf of the
Plaintiffs, which constitutes negligence. The Company is seeking actual punitive
and compensatory damages in excess of $10,000.00 each. On March 25, 2002, the
defendant filed a counterclaim against the Company and the other plaintiffs
alleging, among other things, breach of contract, conversion and breach of
fiduciary duty. Defendant is seeking actual, exemplary and punitive damages in
excess of $10,000 each plus cost of litigation. The Company believes that
defendant's counterclaims are without merit and plans to defend against them.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

                                     PART II

ITEM 5.  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY

         (a)  Market Information

         Our common stock is traded over the counter under the trading symbol
"MXON". The high and low prices for our common stock during the calendar
quarters ended were:

                  Quarter ended            High         Low
                  -------------            ----         ---
                  December 31, 2003        $0.085       $0.04
                  September 30, 2003       $0.15        $0.0375
                  June 30, 2003            $0.14        $0.055
                  March 31, 2003           $0.15        $0.05
                  December 31, 2002        $0.32        $0.13
                  September 30, 2002       $0.37        $0.21
                  June 30, 2002            $0.69        $0.34
                  March 31, 2002           $0.99        $0.44

         Quotations on the National Quotation Bureau Pink Sheets reflect bid and
ask quotations, may reflect inter-dealer prices, without retail markup, markdown
or commission, and may not represent actual transactions

         (b)  Holders

         As of March 15, 2004, we estimate that there were approximately 450
holders of record of our common stock. This figure does not take into account
those shareholders whose certificates are held in the name of broker-dealers or
other nominees.

         (c)  Dividends

         We have not declared any dividends in the past, and we do not plan to
declare dividends in the future.

Recent Sales of Unregistered Securities
         On October 1, 2003, the Company issued Gifford Mabie 4,000,000 shares
of restricted common stock. The Company valued the transaction at $0.02 per
share. The shares were issued pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended.





                                       15
<PAGE>

ITEM 6.  PLAN OF OPERATION

         The following discussion of our cash requirements and liquidity and
resources contains forward-looking statements that are based upon current
expectations. These forward-looking statements fall within the meaning of the
federal securities laws that relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "expect," "plan," "anticipate," "believe,"
"estimate," "intend," "potential" or "continue" or the negative of these terms
or other comparable terminology. Forward-looking statements involve risks and
uncertainties. Our actual results and the timing of events could differ
materially from those anticipated in our forward-looking statements as a result
of many factors; including, our ability to obtain financing when needed. A
discussion of these risks and uncertainties can be found under the heading "RISK
FACTORS" and elsewhere in this report. We cannot guarantee future results,
levels of activity, performance or achievements. We assume no obligation to
update any of the forward-looking statements after the date of this report or to
conform these forward-looking statements to actual results.

         1.  Plan of Operation for the Next Twelve Months

         (i) Cash Requirements

         We have no cash and are unable to pay present obligations as they
become due. We are searching for additional financing to generate the liquidity
necessary to continue our operations. During the next twelve months we estimate
that $1.4 million will be required pursuant to the proposal from Globe Medical
Tech, Inc., and approximately $600,000 will be needed to pay for operating costs
such as rent, telephone, auditing, financial reporting requirements, and
administrative expenses, including salaries. We will require additional funds
for pending litigation, although we can not estimate with certainty how much
will be required. Due to current economic conditions and the Company's risks and
uncertainties, there is no assurance that we will be able to raise any
additional capital on acceptable terms, if at all. Because of these
uncertainties, the auditors have expressed substantial doubt about our ability
to continue as a going concern. We do not presently have any investment banking
or advisory agreements in place and due to the Company's risks and
uncertainties, there is no assurance that we will be successful in establishing
any such agreements. Even if such agreements are established, there is no
assurance that they will result in any funding. If we obtain additional funds by
selling any of our equity securities or by issuing common stock to pay current
or future obligations, the percentage ownership of our stockholders will be
reduced, stockholders may experience additional dilution, or the equity
securities may have rights preferences or privileges senior to the common stock.
If adequate funds are not available to us on satisfactory terms, we may be
required to cease operating or otherwise modify our business strategy.

         (ii) Product Development and Research Plan for the Next Twelve Months

         None.

         (iii) Expected Purchase or Sale of Plant and Significant Equipment.

         None.

         (iv) Expected Significant Changes in the Number of Employees

         None.

ITEM 7.  FINANCIAL STATEMENTS

         See Part F/S

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None




                                       16
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

        Within the 90 days prior to the date of this report, the Company's Chief
Executive Officer and principal financial officer carried out an evaluation of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rules 13a-14. Based on that
evaluation, the Chief Executive Officer (who is also the principal financial
officer) concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information related to the Company
that is required to be included in the Company's periodic SEC filings.
Subsequent to the date of this evaluation, there have been no changes in the
Company's internal controls or in other factors that could significantly affect
these controls, and no discoveries of any significant deficiencies or material
weaknesses in such controls that would require the Company to take corrective
action.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         (a)  Identity of Directors and Executive Officers

               Gifford M.  Mabie,  age 63 is  Chairman,  CEO and a  Director  of
          Maxxon and has served in such capacity since May 20, 1997.

         Other Directorships.  Gifford Mabie is the sole officer and a director
         of Lexon, Inc.

         (c) Family Relationships

             None.

         (d) Involvement in Legal Proceedings of Officers, Directors, and
             Control Persons

             None.

ITEM 10.  EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

  <S>           <C>      <C>           <C>     <C>           <C>          <C>           <C>       <C>

                                                                   Long Term Compensation
                                                             -------------------------- ---------
                                Annual Compensation                   Awards            Payouts
                        ------------- -------- ------------- ----------- -------------- ---------
                                                  Other
    Name and                                      Annual     Restricted   Securities              All
   Principal                                   Compen-sation Stock        Underlying    LTIP      Other
    Position     Year    Salary(1)     Bonus                 Awards    Options/SARs   Payouts   Compensation
  ------------- ------- ------------- -------- ------------- ---------- --------------- --------- ----------
  Gifford M.
  Mabie, CEO     2003       $100,000   $-0-        $-0-       $80,000        -0-          $-0-      $-0-
                 2002       $100,000

</TABLE>

(1) Mr. Mabie's salary for 2003 and 2002 was accrued by the Company but has not
been paid to Mr. Mabie. (2) Represents the fair market value of the 4,000,000
shares of restricted common stock issued to Mr. Mabie during 2003




                                       17
<PAGE>
<TABLE>
<CAPTION>


                Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

<S>                      <C>               <C>              <C>                    <C>
                                                            Number of Securities   Value of
                                                            Underlying             Unexercised
                                                            Unexercised            In-the-Money
                                                            Options/SARs at        Options/SARs at
                          Shares                            FY-End                 FY-End
                          Acquired on                       Exercisable/           Exercisable/
Name                      Exercise         Value Realized   Unexercisable          Unexercisable
------------------------- ---------------- ---------------- ---------------------- -------------------

Gifford M. Mabie, CEO     N/A              N/A              300,000(1)             None (2)

</TABLE>

(1) Options were granted to Mr. Mabie during 1998 at an exercise price of $0.50
per share, the closing price of the Company's common stock on the date of grant.
The options expire ten years from the date of grant and were exercisable at
December 31, 2000.

(2) The closing price of our common stock at December 31, 2003 was $0.06 per
share, which was less than the $0.50 per share exercise price of Mr. Mabie's
options.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following shareholders are known to us to own more than 5% of the
outstanding common stock of the Company. Except as otherwise indicated, all
information is as of March 30, 2003 and ownership consists of sole voting and
investment power.



<PAGE>



                                                Beneficial      Percentage of
                            Relationship to     Ownership       Outstanding
Name and Address            Company             Common Stock(1) Common Stock (2)
--------------------------- ------------------- --------------- ----------------

Gifford M. Mabie            Sole Officer and    6,300,000 (3)     9.67%
9202 S. Toledo Ave.         Director
Tulsa, OK  74137

Rhonda R. Vincent           Employee            4,684,700 (3)     7.19%
9202 S. Toledo Ave.
Tulsa, OK  74137


Sole Officer and Director and Beneficial Owners
As a Group (2 persons)                          10,984,700       16.78%

(1)      Includes shares of common stock issuable upon the exercise of options
         or warrants that are currently exercisable or will become exercisable
         within 60 days of March 30, 2004.

(2)      For each shareholder listed above, his or her percentage of outstanding
         common stock was based on 64,860,279 shares issued and outstanding as
         of March 30, 2004, plus the shares that each shareholder has the right
         to acquire within 60 days of March 30, 2004.

(3)      Includes  options to purchase 300,000 shares of common stock
         exercisable at $0.50 per share.  These options expire January 30, 2008.



                                       18
<PAGE>

Common Stock Options and Warrants Outstanding

         At March 30, 2004, the Company had outstanding options to purchase up
to 11,800,000 shares of common stock at exercise prices ranging from $0.05 to
$0.50 per share and outstanding warrants to purchase up to approximately
9,049,000 shares of common stock at exercise prices ranging from $0.25 to $0.50
per share. See Part F/S "Notes to Financial Statements".


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         See Note 7 "Related Party Transactions" to the Financial Statements.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:
         See  "Index to and Description of Exhibits"

Reports on Form 8-K:
         The Company had no Form 8-K filings during the fourth quarter of 2003.

ITEM 15.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
         Audit Fees consist of assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements. This category includes fees related to the performance of audits and
attest services not required by statute or regulations, and accounts
consultations regarding the application of GAAP to proposed transactions. The
aggregate Audit Fees billed for the fiscal years ended December 31, 003 and 2002
were $6,849 and $9,516 respectively.

Audit Related Fess
         The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements, other an those previously reported in
this Item 14, for the fiscal years ended December 31, 2003 and 2002 were $-0-
and $-0-.

Tax Fees
         Tax Fees consist of the aggregate fees billed for professional services
rendered by our principal accounts for tax compliance, tax advice, and tax
planning. These services include preparation for federal and state income tax
returns. The aggregate Tax Fees billed for the fiscal years ended December 31,
2003 and 2002 were $903 and $1,810, respectively.

All Other Fees
         All Other Fees consists of fees related to review of our Form S-8
registration statement in 2003. All other fees may also include fees for
services which would not impair the independence of the auditor which support
our evaluation of the effectively of our internal controls and enhance the
auditor's understanding of our system and controls not included in Audit Related
Fees. The aggregate All Other Fees billed for the fiscal years ended December
31, 2003 and 2002 were $515 and $-0-, respectively.

Audit Committee
         The Company's Board of Directors functions as its audit committee. It
is the policy of the Company for all work performed by our principal accountant
to be approved in advance by the Board of Directors. All of the services
described above in this item 14 were approved in advance by our Board of
Directors.




                                       19
<PAGE>

<TABLE>
<CAPTION>



                                    PART F/S

                          INDEX TO FINANCIAL STATEMENTS

<S>                                                                                                      <C>

Audited Financial Statements

Independent Auditors' Report.......................................................................      21

Balance Sheet At December 31, 2003.................................................................      22

Statements Of Operations From Inception (August 16, 1996) Through December 31, 2003
And For The Years Ended December 31, 2003 and 2002................................................       23

Statements Of Cash Flows From Inception (August 16, 1996) Through December 31, 2003
And For The Years Ended December 31, 2003 and 2002.................................................      24

Statements Of Shareholders' Equity From Inception (August 16, 1996) Through
December 31, 2003..................................................................................      25

Notes To Financial Statements From Inception (August 16, 1996) Through
December 31, 2003, And For The Years Ended December 31, 2003 and 2002..............................      26

</TABLE>




                                       20


<PAGE>

                          Independent Auditor's Report


To the Shareholders of
Maxxon, Inc.
Tulsa, Oklahoma

We have audited the accompanying balance sheet of Maxxon, Inc. (a development
stage company) for the years ended December 31, 2003 and 2002, and the related
statements of operations, shareholders' equity, and cash flows for the years
ended December 31, 2003 and 2002 and for the period from December 16, 1996
(inception) to December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maxxon, Inc. as of December 31,
2003 and 2002, and the results of its operations and its cash flows for the
years ended December 31, 2003 and 2002 and for the period from December 16, 1996
(inception) to December 31, 2003 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans regarding those
matters also are discussed in Note 2.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.




Sutton Robinson Freeman & Co., P. C.
Certified Public Accountants
Tulsa, Oklahoma


March 29, 2004







                                       21
<PAGE>


                                  Maxxon, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                December 31, 2003





                   ASSETS                                  December 31, 2003
                                                           -----------------
Current assets
Cash                                                               $ 230
Employee Advances                                                 18,000
Rent receivable- related parties (Note 7)                              -
Notes receivable- related parties (Note 7)                        50,900
                                                           -----------------
   Total current assets                                           69,130

Property and Equipment, net of depreciation (Note 3)              17,091
                                                           -----------------
Other assets
Patent Development                                                10,000
Less amortization (Note 5)                                       (10,000)
                                                           -----------------
      Total Patent Development                                         -
                                                           -----------------

TOTAL ASSETS                                                    $ 86,221
                                                           =================

         LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities                        $ 78,885
Accrued Salaries                                                 793,333
Related Party Payables (Note 7)                                   34,475
                                                           -----------------
   Total current liabilities                                     906,693
                                                           -----------------
Total liabilities                                                906,693
                                                           -----------------
Shareholders' Deficiency
Preferred stock, $0.001 par value,
   5,000,000 shares authorized;
   no shares issued and outstanding                                    -
Common stock, $0.001 par value,
   75,000,000 shares authorized;
   43,060,279 shares issued and outstanding                       43,060
Common stock purchased by employees                             (375,496)
Paid in capital                                               10,778,415
Deficit accumulated during the development stage             (11,266,451)
                                                           -----------------
   Total shareholders' equity                                   (820,472)
                                                           -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                  $ 86,221
                                                           =================



   The accompanying notes are an integral part of the financial statements





                                       22
<PAGE>


<TABLE>
<CAPTION>

                                  Maxxon, Inc.
                          (A Development Stage Company)

                            Statements of Operations
         From Inception (August 16, 1996) Through December 31, 2003 and
                 For The Years Ended December 31, 2003 and 2002



<S>                                      <C>                   <C>                    <C>

                                           From inception
                                              (August 16,
                                            1996) through Year Ended Year Ended
                                        December 31, 2003 December 31, 2003
                                        December 31, 2002
                                        -----------------      -----------------      -----------------

Revenue
Investment Income                               $ 170,753                    $ -                    $ -
Other Income                                      $ 3,807                      -                      -
                                        -----------------      -----------------      -----------------
                                                  174,560                      -                      -
                                        -----------------      -----------------      -----------------

Expenses
Research and development                      $ 1,558,348                 21,766                286,509
General and administrative                    $ 9,803,330              1,361,912              1,633,125
                                        -----------------      -----------------      -----------------
   Total operating expenses                    11,361,679              1,383,679              1,919,634
                                        -----------------      -----------------      -----------------

Operating loss                                (11,187,119)            (1,383,679)            (1,919,634)
                                        -----------------      -----------------      -----------------
Interest income                                  $ 17,276                      -                      -
                                        -----------------      -----------------      -----------------
Interest expense                                 $ 32,084                  1,181                     39
                                        -----------------      -----------------      -----------------
Loss on disposal of assets                        $ 2,006                      -                  2,006
                                        -----------------      -----------------      -----------------
Depreciation and amortization                    $ 62,519                  6,659                 11,997
                                        -----------------      -----------------      -----------------
Net loss from operations                    $ (11,266,451)          $ (1,391,518)          $ (1,933,676)
                                        =================      =================      =================
Weighted average shares
outstanding                                    20,350,396             31,838,152             26,871,732
                                        -----------------      -----------------      -----------------
Net loss per share (Note 1)                       $ (0.55)               $ (0.04)               $ (0.07)
                                        -----------------      -----------------      -----------------




</TABLE>




The accompanying notes are an integral part of the financial statements




                                       23
<PAGE>

<TABLE>
<CAPTION>


                                  Maxxon, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
           From Inception (August 16, 1996) Through December 31, 2003




<S>                                                      <C>                      <C>                       <C>

                                                            From Inception
                                                               (August 16,
                                                        1996) through Year
                                                                     Ended               Year Ended                Year Ended
                                                         December 31, 2003        December 31, 2003         December 31, 2002
                                                         -----------------        -----------------         -----------------
Operating activities
Net loss                                                     $ (11,266,452)            $ (1,391,519)             $ (1,933,676)
Plus non-cash charges to earnings:
Depreciation and amortization                                       62,510                   14,644                    11,996
Common stock issued for services                                 1,687,207                  208,400                   324,500
Expenses paid by third parties                                      57,134                        -                         -
Contribution of services by officer and employees                  799,154                        -                         -
Services by officer and employees paid for
     with non-cash consideration                                   167,500                   80,000                         -
Amortization of compensation cost for options
    granted to non-employees and common stock
    issued for services                                          1,775,577                  288,959                   759,795
Write-off of organizational costs                                    3,196                        -                         -
Write-off of zero value investments                                785,418                        -                         -
Write-off of leasehold improvements
    and computer equipment                                           2,006                        -                     2,006
Compensation costs for stock options and warrants
granted to non-employees                                         1,205,015                   72,300                         -
Change in working capital accounts:
   (Increase) decrease in receivables
      from related parties                                         (68,900)                 128,961                    22,453
   (Increase) decrease in prepaid expenses                               0                        0                         -
   (Increase) decrease in other receivables                       (176,577)                       -                         -
   Increase (decrease) in accounts payable
      and accrued  liabilities                                     959,535                  495,563                   326,971
                                                         -----------------        -----------------         -----------------
      Total operating activities                                (4,007,677)                (102,692)                 (485,955)
                                                         -----------------        -----------------         -----------------

Investing activities
Purchase of equipment                                              (67,042)                       -                    (2,301)
Investment in syringe patent development                           (10,000)                       -                         -
Investment in Ives Health Company                                 (251,997)                       -                         -
Investment in The Health Club                                      (10,000)                       -                         -
                                                         -----------------        -----------------         -----------------
      Total investing activities                                  (339,039)                       -                    (2,301)
                                                         -----------------        -----------------         -----------------

Financing activities
Loans from shareholders                                             13,907                        -                         -
Repayment of loans from shareholders                               (11,369)                       -                         -
Repayments of Promissory Notes                                     172,004                   69,201                   102,803
Sale of common stock for cash:
   To third-party investors (prior to merger)                      574,477                        -                         -
   To third-party investors                                      2,935,345                        -                   362,500
   From exercise of stock options by third-parties                 509,900                        -                         -
   Less:  Issue Costs                                             (102,318)                       -                         -
Convertible debentures issued for cash                             355,000                        -                         -
Payment of exclusive license note payable                         (100,000)                       -                         -
                                                         -----------------        -----------------         -----------------
      Total financing activities                                 4,346,946                   69,201                   465,303
                                                         -----------------        -----------------         -----------------

Change in cash                                                         230                  (33,491)                  (22,953)
Cash at beginning of period                                              0                        -                    56,674
                                                         -----------------        -----------------         -----------------
Cash at end of period                                                $ 230                $ (33,491)                 $ 33,721
                                                         =================        =================         =================
Supplemental disclosure of cash flow information:
   Cash paid for interest and taxes
     during the period                                            $ 29,084                    1,181                         -
                                                         -----------------        -----------------         -----------------

Non-cash financing and investing activities:
Common stock issued to founders                                    $ 7,000                        -                         -
Common stock issued in connection with merger
with Cerro Mining Corporation                                        $ 300                        -                         -
Common stock issued in Ives merger                               $ 346,262                        -                         -
Common stock subscriptions                                        $ 69,800                        -                         -
Capitalized compensation cost for options granted              $ 1,487,700                        -                         -
Common stock issued in exchange for promissory note              $ 676,500                        -                         -
Common stock issued for payment of debt                           $ 76,888                        -                         -
Common stock issued for convertible debentures                   $ 190,660                        -                         -
Common stock issued for services                                 $ 471,663                        -                         -
Common stock issued to pay Ives debt                              $ 27,000                        -                         -
                                                         -----------------        -----------------         -----------------


</TABLE>



The accompanying notes are an integral part of the financial statements





                                       24
<PAGE>


<TABLE>
<CAPTION>
                                  Maxxon, Inc.
                          (A Development Stage Company)

                Statements of Shareholders' Equity From inception
                  (August 16, 1996) through December 31, 2003

<S>                                                   <C>          <C>         <C>           <C>           <C>            <C>
                                                                                                 Deficit
                                                                                             Accumulated
                                                                                              during the
                                                           Common Stock           Paid-In    Development   Subscription
                                                         Shares      Amount       Capital          Stage     Receivable        Total
                                                     ----------    --------  ------------    -----------   ------------   ----------

Balance at Inception (August 16, 1996)                        -           -            -               -             -           -

Cerro Mining/Maxxon-OK Merger:
 Cerro Mining                                           531,000         531         (231)                                       300
 Maxxon-OK:
   Shares issued to founders                          7,000,000       7,000                                                   7,000
   Shares sold for cash
   to third-party investors                             578,000         578      573,899                                    574,477
Ives Transactions:
   Investment in Ives Health Company                    311,240         311      310,951                                    311,261
   Investment in The Health Club                         35,000          35       34,965                                     35,000
   Conversion of Ives Debt                               18,513          19       26,981                                     27,000
Issuance of Common Stock for:
   Cash from third-party investors                      218,569         219      353,501                                    353,720
   Cash from related party
   Promissory Notes                                      64,500          65      128,935                                    129,000
   Subscriptions Receivable                              52,757          53       69,747                       (69,800)           -
   Services Rendered                                     90,499          90      173,337                                    173,427
   Debentures Converted                                 102,673         103       74,897                                     75,000
Net Income (Loss) at December 31, 1997                                                          (795,375)                  (795,375)
                                                     ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 1997                          9,002,751       9,003    1,746,982        (795,375)      (69,800)     890,809

Issuance of Common Stock for:
   Conversion of Ives Debt                               44,827          45       54,955                                     55,000
   Cash from third-party investor                        50,000          50       90,950                                     91,000
   Options exercised by third-parties for cash          545,867         546      359,354                                    359,900
   Options exercised by third-parties for services       24,133          24       18,076                                     18,100
   Services Rendered by third-parties                   988,007         988      573,560                                    574,549
   Debentures Converted by third parties                548,574         549      274,451                                    275,000
   Settlement with related party                        350,000         350                                                     350
Certificates canceled:                                  (91,572)        (92)     (40,173)                                   (40,265)
Value of Services Contributed by Officer
   and Employees                                                                 114,154                                    114,154
Compensation Cost for Stock Options Granted
   to Non-Employees                                                              918,187                                    918,187
Cancellation of Subscriptions Receivable
   from related party                                                                                           69,800       69,800
Net Income (Loss) at December 31, 1998                                                        (2,584,383)                (2,584,383)
                                                     ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 1998                         11,462,587      11,463    4,110,497      (3,379,758)            0      742,202

Issuance of Common Stock for:
   Cash from third-party investor                       390,693         390      342,034                                    342,424
Less: Issue Costs                                                                (16,743)                                   (16,743)
   Options exercised by third-parties for cash          300,000         300      149,700                                    150,000
   Services Rendered by third-parties                   164,069         164      166,579                                    166,743
Value of Services Contributed by Officer
   and Employees                                                                 280,000                                    280,000
Compensation Cost for Stock Options Granted
   to Non-Employees                                                               89,728                                     89,728
Net Income (Loss) at December 31, 1999                                                        (1,014,555)                (1,014,555)
                                                     ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 1999                         12,317,349      12,317    5,121,795      (4,394,313)            0      739,799

Issuance of Common Stock for:
   Cash from third-party investor                       862,776         863      249,525                                    250,388
   Less: Issue Costs
Value of Services Contributed by Officer
   and Employees                                                                 405,000                                    405,000
Net Income (Loss) at December 31, 2000                                                        (1,347,859)                (1,347,859)
                                                     ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 2000                         13,180,125      13,180    5,776,320      (5,742,172)            0       47,328

Issuance of Common Stock for:
   Cash from third-party investor                     6,558,333       6,558    1,598,142                                  1,604,700
Purchased by Employees                                3,650,000       3,650      543,850                       547,500)           0
Issued for Repayment of Debt                             50,000          50        7,450                                      7,500
Less: Issue Costs                                                                (85,575)                                   (85,575)
   Services Rendered by third-parties                   450,000         450      422,000                                    422,450
Compensation Cost of stock issued  and
options granted for services                            200,000         200    1,487,500                                  1,487,700
Compensation Cost of stock issued  and
options granted for services to be amortizeed                                 (1,048,754)                                (1,048,754)
Net Income (Loss) at December 31, 2001                                                        (2,199,085)                (2,199,085)
                                                     ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 2001                         24,088,458      24,088    8,700,933      (7,941,257)     (547,500)     236,264

Issuance of Common Stock for:
   Cash from third-party investor                     3,625,000       3,625      358,875                                    362,500
Exercise of Options                                   2,006,822       2,007       (2,007)                                         0
Payment towards promissory note balances                                                                       102,803      102,803
Amortized Compensation Cost of stock
issued  and options granted for services                                         759,795                                    759,795
Compensation Cost of stock issued  and
options granted for services                          1,200,000       1,200      323,300                                    324,500
Net Income (Loss) at December 31, 2002                                                        (1,933,676)                (1,933,676)
                                                     ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 2002                         30,920,280      30,920   10,140,896      (9,874,933      (444,697)    (147,814)

Issuance of Common Stock for:
MPI Settlement costs of stock issued and
   options granted for services                       1,140,000       1,140      139,560                                    140,700
Compensation cost of stock issued and
   options granted for services                       7,000,000       7,000      133,000                                    140,000
Amortized compensation cost of stock
   issued and options granted for services                                       288,959                                    288,959
Indemnification cost of stock issued and
   options granted for services                       4,000,000       4,000       76,000                                     80,000
Payment towards promissory note balances                                                                        69,201       69,201
Net Income (Loss) at December 31, 2003                                                        (1,391,518)                (1,391,518)
                                                     ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 2003                         43,060,279    $ 43,060  $10,778,415    $(11,266,451)  $ (375,496)    $(820,472)
                                                     ==========    ========  ============    ===========   ============   ==========


</TABLE>

The accompanying notes are an integral part of the financial statements.




                                       25
<PAGE>
<PAGE>


                                  Maxxon, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
                                December 31, 2003




Note 1 - Summary of Significant Accounting Policies


Organization and Nature of Operations
         Maxxon, Inc., a Nevada corporation, ("Maxxon" or "the Company") is
principally engaged in the design and development of retractable safety needle
devices intended to reduce the risk of accidental needle stick injuries among
health care workers. Its product designs consist of a retractable safety syringe
and a retractable blood drawing device. The Company has no products for sale at
this time.

Development Stage Company
         Since its inception in 1996, the Company has been considered a
development stage enterprise for financial reporting purposes as significant
efforts have been devoted to raising capital and to research and development of
various safety needle devices.

Cash and Cash Equivalents
         The Company considers highly liquid investments (those readily
convertible to cash) purchased with original maturity dates of three months or
less to be cash equivalents.

Compensation of Officers and Employees
         Prior to January 1, 2001, the Company's sole officer and director and
its other employees served without pay or other non-equity compensation. The
fair value of these services was estimated by management and recorded as an
expense, with an offsetting entry to Paid in Capital. As a result, for the year
ended December 31, 2000 and for the period from inception to December 31, 2000,
the Company recorded $405,000 and $799,154, respectively.

         On January 3, 2001, the Company entered into written employment
agreements with its officer and director and certain employees. These agreements
designate specific salaries and require that the salaries be paid in 24
semi-monthly installments. As of December 31, 2003, the Company owed $793,333
pursuant to the employment agreements, of which $393,333 relates to amounts
accrued during 2002. The Company has no cash with which to pay its obligations
pursuant to the employment agreements. There is no assurance that the officer
and employees subject to such agreements will continue to serve the Company
without being paid. See Note 4, "Other Commitments and Contingencies."

Stock-based Compensation
         The Company accounts for stock-based  compensation  arrangements for
employees in accordance with Accounting  Principles Board ("APB")  Opinion No.
25,  "Accounting  for Stock Issued to  Employees",  and complies  with the
disclosure  provisions of Statement of Financial  Accounting  Standards No. 123,
"Accounting for Stock-Based  Compensation".  Under APB No. 25, compensation
expense is based on the difference,  if any, on the date of grant,  between
the fair value of the Company's  stock and the exercise  price.  The Company
accounts for  stock-based  compensation  arrangements  for  non-employees  in
accordance  with the  provisions of SFAS No. 123 and the Emerging Issues Task
Force Consensus in Issue No. 96-18.

Income Taxes
         The Company uses the liability method of accounting for income taxes as
set forth in Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." Under the liability method, deferred taxes are determined
based on the differences between the financial statement and tax basis of assets
and liabilities at enacted tax rates in effect in the years in which the
differences are expected to reverse.

Segment Information
         Effective January 1, 1998, the Company adopted the provisions of SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information".
The Company identifies its operating segments based on business activities,
management responsibility and geographical location. During the year ended
December 31, 2003 and 2002, the Company operated in a single business segment
engaged in developing selected healthcare products.





                                       26
<PAGE>

Earnings (Loss) per Share
         The Company computes net income per share in accordance with SFAS No.
128, "Earnings per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provision of SFAS No. 128 and SAB 98 basic net income (loss) per share
is calculated by dividing net income (loss) available to common stockholders for
the period by the weighted average shares of common stock of the Company
outstanding during the period. Diluted net income per share is computed by
dividing the net income for the period by the weighted average number of common
and common equivalent shares outstanding during the period. The calculation of
fully diluted income (loss) per share of common stock assumes the dilutive
effect of stock options and warrants outstanding. During a loss period, the
assumed exercise of outstanding stock options and warrants has an anti-dilutive
effect. Therefore, the outstanding stock options were not included in the
December 31, 2003 and 2002 calculations of loss per share.

Use of Estimates
         The preparation of financial statements in conformity with generally
accepted principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported revenues and expenses during the reporting
period. Actual results could differ significantly from those estimates.

Reclassifications
         Certain reclassifications may have been made to the prior year
financial statements to conform to the current period presentation.

Long-Lived Assets
         Property, plant and equipment, including significant improvements, are
stated at cost. Expenditures for maintenance and repairs are charged to
operating expenses as incurred. When properties are retired or otherwise
disposed of, the cost of the asset and the related accumulated depreciation are
removed from the accounts with the resulting gain or loss being reflected in
results of operations.

         Goodwill arising from business acquisitions is amortized over its
useful life, which is generally 40 years, on a straight-line basis. Intangible
assets include patents and trademarks, which are valued at acquisition through
independent appraisals. Debt issuance costs are amortized over the terms of the
various agreements. Patents and trademarks are amortized on a straight-line
basis over periods varying from 7 to 40 years.

         Management assesses the recoverability of property and equipment,
goodwill, trademarks and other intangible assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable from its future undiscounted cash flows. If it is determined that an
impairment has occurred, an impairment loss is recognized for the amount by
which the carrying amount of the asset exceeds its estimated fair value.

New Accounting Standards
         The Company adopted Statement of Financial Accounting Standard ("SFAS")
No. 133, "Accounting for Derivative Instruments and Hedging Activities" during
1999. Currently, the Company does not engage in hedging activities or
transactions involving derivatives.

         In June 2002, the FASB voted in favor of issuing SFAS No. 146,
"Accounting for Exit or Disposal Activities". SFAS No. 146 addresses significant
issues regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force ("EITF") has set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)". The scope of
SFAS No. 146 also includes (1) costs related to terminating a contract that is
not a capital lease and (2) termination benefits that employees who are
involuntarily terminated receive under the terms of a one-time benefit
arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. The Company will be required to adopt SFAS No,
146 for exit or disposal activities initiated after December 31, 2002. The
Company does not expect a material impact from the adoption of SFAS No. 146 on
its financial statements.



                                       27
<PAGE>

         In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. Management does not expect the adoption of SFAS No. 150 to have a
significant impact on the Company as the Company has not issued any financial
instruments falling within the scope of SFAS No. 150.

Note 2 - Uncertainties

         The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company is in the development
stage and has not established sources of revenues to fund the development of
business and pay operating expenses, resulting in a cumulative net loss of
$(11,266,452) for the period from inception (August 16, 1996) to December 31,
2003, and a net loss of $(1,391,518) and $(1,933,676) for the years ended
December 31, 2003 and 2002, respectively. The ability of the Company to continue
as a going concern during the next year depends on the successful completion of
the Company's capital raising efforts to fund the development of its retractable
safety needle devices. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

Note 3 - Litigation

         On December 31, 2002, the Securities and Exchange Commission filed a
civil complaint in the Northern District Court of Oklahoma against Maxxon;
Gifford Mabie, the Company's CEO and Director; Dr. Thomas Coughlin, the
Company's medical advisor; and Rhonda Vincent, the Company's financial reporting
manager. The complaint alleges that from 1997 to 1999, Maxxon and Mr. Mabie made
false or misleading statements regarding the Kaufhold syringe, a safety syringe
technology that the Company licensed in 1997 and discontinued in late 1999. The
complaint also alleges that Maxxon, Mr. Mabie, Dr. Coughlin and Ms. Vincent made
false or misleading statements, or failed to disclose information, concerning
the status of the Company's application for FDA approval, filed December 10,
2001, of the Rippstein Syringe, a safety syringe technology that the Company
licensed in late 1999. The Company and the individual defendants each deny and
plan to vigorously defend against the SEC's claims.

         On January 25, 2002, the Company, along with other plaintiffs, filed
suit against the Company's former corporate counsel. The petition charges that
former counsel took various actions, which were against the interests of the
plaintiffs, committed a beach of fiduciary duty, and committed a breach of his
duty to exercise reasonable care, skill and diligence on behalf of the
Plaintiffs, which constitutes negligence. The Company is seeking actual punitive
and compensatory damages in excess of $10,000.00 each. On March 25, 2002, the
defendant filed a counterclaim against the Company and the other plaintiffs
alleging, among other things, breach of contract, conversion and breach of
fiduciary duty. Defendant is seeking actual, exemplary and punitive damages in
excess of $10,000 each plus cost of litigation. The Company believes that
defendant's counterclaims are without merit and plans to defend against them.


Note 4 - Other Commitments and Contingencies

Patent Applications for the Company's Retractable Safety Needle Devices
         A U.S. patent application was filed on November 1, 2002 for Company's
3cc. retractable safety syringe and filed a U.S. patent application on November
20, 2002 for the Company's retractable safety blood drawing device. On June 3,
2003, the patent for the retractable safety blood drawing device was published.
There is no assurance that a U.S. patent will be issued for the 3cc. retractable
safety syringe. The Company has not yet filed applications for foreign patent
protection of these devices. The lack of patent protection, whether foreign or
domestic, could allow competitors to copy and sell products based on our designs
without paying us a royalty, which could have a material adverse effect on the
Company's business.




                                       28
<PAGE>

Agreement to manufacture Maxxon's 3cc Retractable Safety Syringe On November 13,
         2003, the Company entered into an agreement with Globe
Medical Tech, Inc. to manufacture Maxxon's 3cc retractable safety syringe with
locking mechanism at Globe's manufacturing facilities in China. Globe's
responsibilities will include production mold, product development assistance
and validation of the initial assembly process, all product testing, test data
and prototype product samples for submission to the FDA for approval. Globe
agreed to produce 10,000,000 of Maxxon's retractable safety syringes, packaged
and sterilized, for $1.4 million. Globe's production capacity at their China
plant is approximately 2,000,000 syringes per month. Globe estimates that
production molds will be completed 6-8 weeks after the project begins. The
proposal is subject to Maxxon raising the $1.4 million, of which 50% will be due
when the project begins, 25% will be due upon receipt of the FDA approval for
the syringe, and 25% will be due after receiving the syringes. The Company is
presently seeking the capital necessary to begin the project, however there is
no assurance that the Company will raise the capital on acceptable terms, if at
all.

Payments Due Pursuant to Amended Employment Agreements
         As of December 31, 2003, the Company owed its officer and its employees
a total of $793,333 pursuant to the amended employment agreements described
below. There is no assurance that the Company's officer and its employees will
continue to serve without being paid. The loss of the services of the Company's
officer and its employees could have a material adverse effect on the Company's
continued operations.

Amended Employment Agreements.
         On August 8, 2001, the Company entered into written amended employment
agreements with Gifford Mabie, our sole officer and director, and Rhonda
Vincent, Thomas Coughlin and Vicki Pippin, our employees. The material terms of
these agreements are substantially the same, except that Mr. Mabie's agreement
states he will not compete with the Company for one-year after he resigns
voluntarily or is terminated for cause. If Mr. Mabie is terminated without cause
or if he resigns because a change of control has occurred, then the non-compete
clause of his employment agreement will not be applicable.

         The employment agreements have remained in effect since their
inception, automatically renewing bi-annually. The agreements were in force at
December 31, 2003 and renewed for another two years on January 4, 2004. Each
agreement can be ended either by Maxxon or by the employee upon 30 days' written
notice. Each agreement provides for an annual salary of at least $100,000 with
an annual salary increase equal to no less than the percentage increase in the
Consumer Price Index during the previous calendar year. Each employee's salary
is accrued by the Company and paid in whole or in part as cash is available.

         If an employee resigns or is terminated for any reason, his or her
accrued and unpaid salary plus severance pay ranging from three (3) months to
twenty-four (24) months, depending on the circumstances of his or her departure,
will be due and payable within 30 days of his or her resignation or termination.
Under each employment agreement, the Company is obligated to pay certain fringe
benefits, including, but not limited to, participation in pension plans,
profit-sharing plans, employee stock ownership plans, stock appreciation rights,
hospitalization and health insurance, disability and life insurance, paid
vacation and sick leave.

         The Company reimburses each employee for any reasonable and necessary
business expenses, including travel and entertainment expenses that are
necessary to carry out his or her duties. Each employee has the right to
participate in other businesses as long as those businesses do not compete
directly with the Company and so long as the employee devotes the necessary
working time, as determined in his or her sole discretion, to the Company's
business activities. The Company is obligated to indemnify each employee for all
legal expenses and liabilities incurred with any proceeding involving the
employee by reason of his or her being an officer, director, employee or agent
of the Company, including paying reasonable attorney fees and expenses as
incurred in the event that, in the employee's sole judgment, he or she needs to
retain counsel or otherwise expend personal funds for his or her defense. If
there is a change in control, each employee has the right to resign. A change in
control is defined as a change in the majority of Directors within any twelve
month period without 2/3 approval of the shares outstanding and entitled to
vote, or a merger where less than 50 percent of the outstanding common stock
survives and a majority of the Board of Directors remains, or the sale of
substantially all of our assets, or if any other person or group acquires more
than 50 percent of the voting capital.




                                       29
<PAGE>

Note 5 - Rippstein License

         On November 18, 1999, Maxxon entered into an Exclusive License
Agreement with Wayland J. Rippstein, Jr. and associates (the "Rippstein
License"), whereby Maxxon acquired the exclusive worldwide license to
manufacture and market a proprietary safety syringe that retracts the needle
into the barrel of the syringe after use (the "Rippstein Syringe"). In
connection with the Rippstein License, the Company paid $10,000, which the
Company was amortizing over 17 years (the life of the patent). During 2002, the
Company was pursuing FDA approval of the Rippstein Syringe via a 510(k)
application filed in December, 2001. In December 2002, the FDA informed the
Company that the FDA had reclassified the Rippstein Syringe as a Class III
device, which requires a Pre-Market Approval (PMA) application to obtain U.S.
marketing approval. A PMA application is more extensive and requires more
testing than a 510(k) application. The Rippstein License was fully amortized
during 2003 because the Company does not plan to submit a PMA application for
the Rippstein Syringe.

         On November 18 1999, pursuant to the Rippstein License, the Company
agreed to pay royalties of 4% of gross sales of syringes and minimum annual
royalties ranging from $10,000 to $20,000 beginning in April of 2005. The
Rippstein License also provides for Maxxon to pay royalties of 4% of gross sales
of syringes and minimum annual royalties ranging from $10,000 to $20,000
beginning in April, 2005. Such royalties continue for the life of the last to
expire Rippstein patent. Maxxon also granted Mr. Rippstein options to purchase
up to 800,000 shares of Maxxon common stock exercisable at $0.50 per share on or
before November 18, 2008, subject to vesting conditions described in Note 9
"Stock Options and Warrants Outstanding."

Note 6 - Property and Equipment, Net

         As of December 31, 2003, property and equipment, net of depreciation,
consisted of the following amounts:

                               Useful Life Amount
                                                  ------------ ---------------
Computer equipment                                  5 Years       $32,322.98
     Less: Accumulated Depreciation                               (15,317.98)
                                                               ---------------
                                                                   17,005.00
                                                               ---------------
Furniture and fixtures                              5 Years        17,625.73
     Less: Accumulated Depreciation                               (17,540.15)
                                                               ---------------
                                                                       85.58
                                                               ---------------
Total property and equipment, net of depreciation                 $17,090.59
                                                               ===============



Note 7 - Related Party Transactions

         The Company leases approximately 4,200 square feet of commercial office
space pursuant to a lease that expires December 31, 2004. The monthly lease
payment for the office space is $6,300, for which the Company is obligated with
other companies that share the office space. The Company's officer and director
and its employees may be officers, directors, employees or shareholders of these
other companies. In addition to office space, the Company may share staff and
other administrative expenses with these other companies. From time to time,
Maxxon and the other companies may borrow from and/or make cash advances to each
other for the payment of rent and administrative expenses. During the quarter
ended March 31, 2003 and the quarter ended June 30, 2003, the Company determined
that collection of approximately $73,310 and $56,000 was doubtful and recorded
an allowance on its income statement. As of September 30, 2003, Maxxon's
receivable for rent and administrative expenses was $50,900 and its payable was
$68,077.




                                       30
<PAGE>

         During the year ended December 31, 2003, the Company received $69,201
as payment of promissory notes from employees.

         On October 1, 2004, the Company issued Gifford Mabie, its CEO,
4,000,000 shares of restricted common stock.


Note 8 - Equity Transactions

         On January 7, 2003, the Company issued 1,140,000 shares of its common
stock pursuant to a confidential settlement agreement approved by the Tulsa
County District Court in connection with litigation involving the Company and
its former investor relations firm. The Company valued the shares of common
stock at $0.06 per share, which was the closing price of the Company's common
stock on the date the settlement was approved by the Court. In addition, the
Company issued its former investor relations firm options to purchase up to
2,000,000 shares of its common stock in increments of 500,000 shares each at
exercise prices ranging from $0.10 per share to $0.40 per share on or before
January 6, 2006. The Company recorded compensation cost of $72,300 in connection
with the stock options issued. Compensation costs was calculated using the
Black-Scholes option pricing model with the following assumptions: exercise
prices ranging from $0.10 per share to $0.40 per share; stock price of $0.06 per
share (the closing price of the Company's common stock on the grant date);
risk-free interest rate of 4.0%; expected dividend yield of 0.0%; expected life
of 3 years; and estimated volatility of 140%. The shares of common stock and the
options were issued pursuant to an exemption from registration provided by
Section 3(a)10 of the Securities Act of 1933, as amended.

         During January 2003, the Company granted options to purchase up to
8,000,000 shares of its common stock at an exercise price of $0.05 per share to
certain employees pursuant to the Company's stock option plan. The options were
issued pursuant to an exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended.

         During August, 2003, the Company issued 7,000,000 shares of common
stock to employees and consultants. The shares were valued at $0.02 per share.

         On October 1, 2003, the Company issued its CEO Gifford Mabie 4,000,000
shares of restricted common stock. The Company valued the transaction at $0.02
per share. The shares were issued pursuant to an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended.


Note 9 - Stock Options and Warrants Outstanding

         Stock Options
         As of December 31, 2003, the Company had outstanding options to
purchase up to 9,000,000 shares of its common stock pursuant to the Company's
Stock Option Plan. Under the Plan, employees were granted options during January
of 1998 to purchase up to 1,000,000 shares of common stock on or before January
of 2008 at an exercise price of $0.50 per share and were granted options during
January of 2003 to purchase up to 8,000,000 shares of common stock on or before
January of 2013 at an exercise price of $0.05 per share. For the year ended
December 31, 2003, no Stock Option Plan options were cancelled, exercised or
forfeited.

         As of December 31, 2003, there were outstanding options for
Non-Employees to purchase up to 2,800,000 shares of common stock at exercise
prices ranging from $0.10 per share to $0.50 per share. Of the 2,800,000 options
outstanding, 800,000 were granted to Mr. Rippstein during November, 1999 at an
exercise price of $0.50 per share and expire during November, 2008. Of his
800,000 options, 480,000 were exercisable as of December 31, 2003. Because the
Company has determined not to file a PMA application to obtain FDA approval for
the Rippstein Syringe, it is unlikely that the remaining 320,000 options will
vest. The remaining 2,000,000 options were granted in January of 2003 in
connection with a settlement agreement between the Company and its former
investor relations firm. The 2,000,000 shares of common stock are exercisable in
increments of 500,000 shares, each at exercise prices ranging from $0.10 per
share to $0.40 per share on or before January 6, 2006. During the year, 250,000
options granted to a consultant in July of 2001, at an exercise price of $0.25
per share, expired.



                                       31
<PAGE>


         The following table summarizes information about the stock options
outstanding at December 31, 2003:

                 Options Outstanding Options Exercisable
                -----------------------------------------
                             Weighted
                             Average                                    Weighted
Range of        Number       Remaining    Weighted        Number        Average
Exercise        Outstanding  Contractual  Average         Exercisable   Exercise
Price           at 12/31/02  Life         Exercise Price  at 12/31/02   Price
--------------------------------------------------------------------------------

Employees:
$ .05 to $.50   9,000,000    8.47         $0.10            9,000,000    $0.10
Non-Employees:
$ .10 to $.50   2,800,000    3.11         $0.26            2,480,000    $0.30
               ----------                                 ----------
               11,800,000                                 11,480,000
               ==========                                 ==========

         Warrants
         As of December 31, 2003, the Company has outstanding warrants to
purchase up to 9,049,000 shares of common stock at exercise prices ranging from
$0.25 per share to $0.50 per share that were issued in connection with private
sales of securities during 2001 and 2002. Of the 9,049,000 warrants outstanding,
5,449,000 warrants are exercisable at $0.50 per share on or before December 31,
2005 and 3,600,000 warrants are exercisable at $0.25 per share on or before
December 31, 2007. For the year ended December 31, 2003, no warrants were
issued, cancelled, exercised or forfeited.

Note 10 -         Subsequent Events

         In January 2004, the Company issued 7,500,000 share of its common stock
pursuant to various business consulting and legal service agreements.

         On January 29, 2004, the Company issued 300,000 shares of common stock,
pursuant to the exercise of employee stock options. The Company received $15,000
in cash.

         On February 16, 2004 the company sold its first preferred stock,
pursuant to an offering dated December 1, 2003 and issued 5,000 shares of
Convertible Preferred Stock. The Company received $5,000 in cash. The aggregate
offering was 3,000,000 shares at $1.00 per share. The preferred shares have a
15% per annum dividend rate which is payable in common stock valued at the floor
price of $0.10 per share if a cash dividend is not declared. The preferred
shares are convertible, at the holder's option, into shares of common stock, 90
days after the preferred shares have been issued. The holder may convert all or
any amount of the preferred shares at 75% of the closing bid price as quoted on
the NASDAQ system on the date of conversion, subject to a floor price of $0.10
per share. Each preferred share will have voting rights equal to the number of
common shares converted at the floor price.

         Effective March 1, 2004, the Company entered into a marketing and
distribution agreement with Globe Medical Tech, Inc. ("Globe") in which Globe
was granted non-exclusive marketing and distribution rights for Maxxon's 3cc.
retractable safety syringe for the hospital markets in Latin America and South
America. The marketing and distribution agreement is subject to Maxxon funding
the $1.4 million manufacturing agreement with Globe.

        On March 30, 2004, the Company issued 14,000,000 shares of its
restricted common stock pursuant to various employment and services agreements.

                                       32
<PAGE>




                      Index to and Description of Exhibits

EX
No.        Description of Exhibit
----       ---------------------------------------------------------------------
2.1        Amended Articles of Incorporation (filed as Exhibit 2.1 to our
           Amended Form 10-SB filed August 15, 2001)

2.2        Bylaws (filed as Exhibit 2.2 to our Amended Form 10-SB filed August
           15, 2001)

4.1        Form of Common Stock Certificate (filed as Exhibit 3.1 to our Form
           10-SB filed December 23, 1999

10.1       1998 Incentive Stock Option Plan (filed as Exhibit 6.1 to our Form
           10-SB filed December 23, 1999

10.2       Form of Incentive Stock Option Agreement (filed as Exhibit 6.2 to our
           Form 10-SB filed December 23, 1999)

10.3       Form of Officer/Director Indemnification Agreement (filed as Exhibit
           6.3 to our Form 10-SB filed December 23, 1999)

10.4       Agreement and Plan of Merger between Cerro Mining Corporation and
           Maxxon, Inc. dated May 9, 1997 (filed as Exhibit 6.6 to our Form
           10-SB filed December 23, 1999)

10.5       Exclusive License Agreement between Wayland Rippstein, Ken Keltner,
           Lynn Carter and Maxxon dated November 18, 1999 (filed as Exhibit 6.9
           to our Form 10-SB filed December 23, 1999)

10.6       Form of Stock Option Agreement between Rippstein, Keltner and Carter
           and Maxxon dated November 18, 1999 (filed as Exhibit 6.11 to our Form
           10-SB filed December 23, 1999)

10.7       Amended Employment Agreement between Maxxon and Gifford Mabie (filed
           as Exhibit 10.22 to our Form 10-QSB filed August 21, 2001)

10.8       Amended Employment Agreement between Maxxon and Dr. Thomas Coughlin
           (filed as Exhibit 10.23 to our Form 10-QSB filed August 21, 2001)

10.9       Amended Employment Agreement between Maxxon and Rhonda Vincent (filed
           as Exhibit 10.24 to our Form 10-QSB filed August 21, 2001)

10.10      Amended Employment Agreement between Maxxon and Vicki Pippin (filed
           as Exhibit 10.25 to our Form 10-QSB filed August 21, 2001)

10.11      Agreement with Globe Medical Tech, Inc. to manufacture our 3cc
           retractable safety syringe, with locking mechanism, dated November
           13, 2003*

10.12      National Marketing Agreement between Maxxon and Globe Medical Tech,
           Inc. dated February 10, 2004*

31.1       Certification of Officer Pursuant to Section 302 of the Sarbanes-
           Oxley Act of 2002 *

32.1       Certification of Officer Pursuant to Section 906 of the Sarbanes-
           Oxley Act of 2002 (18 U.S.C. 1350)*



        *  Filed Herewith




                                       33
<PAGE>



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                            MAXXON, INC.


                            /s/ GIFFORD M. MABIE
                            ------------------------------------------------
                            By:  Gifford M. Mabie, Sole Officer and Director

March 30, 2004





                                       34