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, 2004

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


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

                            2073 Shell Ring Circle
                             Mt. Pleasant, SC 29466
          (Address of principal executive offices, including zip code)

                                 (843) 971-4848
              (Registrant's telephone number, including area code)

                                 (843) 971-6917
              (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: $2,312,648 as of March
16, 2005.

         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 16, 2005, we
had 87,088,279 shares of common stock, $0.001 par value, outstanding.

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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 have designed a retractable safety syringe and a retractable
safety blood drawing device that are intended to reduce the risk of accidental
needle stick injuries among health care workers. We are presently working with
Globe Medical Tech, Inc. ("Globe"), a third-party manufacturer, to develop the
retractable safety syringe design for commercial production. Globe is presently
working to determine whether our retractable safety syringe can be commercially
produced at a competitive cost and, if so, then what design or mold
modifications, if any, may be necessary before production can begin. Because the
retractable safety syringe is in the development stage, we have no revenue. If
Globe determines that our retractable safety syringe can be commercially
produced at a competitive cost, we plan to seek licensing opportunities with
established medical device manufacturers, and/or seek to enter into joint
development or similar collaboration arrangements. On November 13, 2003 we
entered into an agreement with Globe to manufacture 10,000,000 units of our
retractable safety syringe 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.

         Even so, it could still take years before our retractable safety
syringe can be sold in the United States or anywhere else in the world. We
require substantial capital to commercialize our retractable safety syringe and
there is no assurance that such capital will be available to us when needed, on
acceptable terms, or at all. There is no assurance that our retractable safety
syringe will be commercially viable. Globe and other future collaborative
partners, may require a significant amount of time to develop manufacturing
processes and/or to obtain specialized equipment, if any is required. Our
retractable safety syringe will also require FDA approval before it can be sold
in the United States and similar approvals from foreign countries where our
product 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 needle 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 to work as follows--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.

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. To date
our efforts have been focused on developing the retractable safety syringe. We
do not foresee developing the safety blood drawing device within the next twelve
months and there is no assurance that this device will ever be developed.

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 has been and will continue to be the retractable
safety syringe. If we determine that our retractable safety syringe can be mass
produced at a competitive cost, we plan it to seek licensing arrangements with
established medical device manufacturers, or enter 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 retractable safety syringe.

         3.       Status of Publicly Announced Products or Services

         Our retractable safety syringe design is presently being evaluated by
Globe to determine whether our retractable safety syringe can be commercially
produced at a competitive cost and, if so, then what design or mold
modifications, if any, may be necessary before production can begin. Even if
Globe determines that our retractable safety syringe can be commercially
produced at a competitive cost, we can not begin manufacturing pursuant to the
agreement with Globe, until we have raised the necessary capital. There is no
assurance that the Company will be successful in raising the capital when
needed, on acceptable terms, or at all.

         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."


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<PAGE>


         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 are commercially available from a number of suppliers. The manufacturing
process will be 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 or at all. 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  covering  our  retractable  safety  syringe  design was
published  on January 28,  2005.  This patent will expire on April 9, 2023.  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.

         Employment Agreements
         We plan to enter into a written employment agreement with Ron Wheet,
our new officer and director. Mr. Wheet became our sole officer and director on
March 16, 2005 following the resignation of our former CEO.

         On April 14, 2005, the Company and its former CEO entered into a mutual
release and settlement agreement, whereby the Company issued a promissory note
for $216,834.16 and warrant to purchase up to 12,913,239 shares of common stock
at $0.001 per share on or before April 14, 2010. In addition, the mutual release
and settlement provides for continued indemnification. The note, which is
unsecured, bears interest at 12% per year and is due April 14, 2006. The warrant
is exercisable only to the extent that the number of shares of common stock
exercised plus the number of shares presently owned by the warrant holder does
not exceed 4.99% of the outstanding shares of Common Stock of the Company on
such date. Because the warrant holder's stock ownership exceeds 4.99%, the
warrant is not presently exercisable. The exercise limit is revocable by the
warrant holder upon 75 days prior notice to the Company.

         On August 8, 2001, we entered into amended written employment
agreements certain 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
these agreements and there is no assurance that the individuals subject to such
agreements will continue to provide services to the Company.
See "RISK FACTORS."

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<PAGE>

         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.

         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

                                       5
<PAGE>

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.


         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

         R&D expenses for our retractable safety syringe design were $101,198
and $21,766 in 2004 and 2003, respectively. Our research and development efforts
going forward will focus primarily upon modifying and improving our retractable
safety syringe design in response to input from Globe and/or other potential
collaborative partners.

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<PAGE>


         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 presently have no full-time employees. Our officer and director
provides services to us on a part-time basis. Services such as accounting and
financial reporting are provided on a part-time basis. Our employees are 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 we had full time employees. See "RISK FACTORS."

         On August 8, 2001, we entered into written amended employment
agreements with certain employees. The Company is in default pursuant to the
agreements and there is no assurance that these individuals will continue to
serve the Company without getting paid. See "RISK FACTORS."


                                  RISK FACTORS

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. 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, 2004, "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. If We Are Unable
To Raise  Capital,  We May Be  Required  To Limit Or Cease  Our  Operations,  Or
Otherwise Modify Our Business Strategy.
         We require an estimated $2.0 million in capital, over the next twelve
months, to continue the commercialization efforts related to our retractable
safety syringe. We have entered into an agreement with Globe Medical Tech, Inc.
to manufacture up to 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. If and when manufacturing 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 that 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.
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<PAGE>

         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 issued 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 will be required to limit or cease our operations, or otherwise modify
our business strategy, which could materially harm our future business
prospects.

If We Do Not Obtain FDA Approval For Our Retractable 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 current retractable safety syringe or our retractable safety
blood drawing device. We attempted to obtain FDA approval through a 510(k)
pre-market notification ("510(k)") for a previous syringe design (known as the
"Rippstein Syringe"). In December 2002, approximately one year after filing the
510(k), the FDA determined that a pre-market approval application ("PMA") would
be required instead of the 510(k). We decided not to pursue FDA approval of the
Rippstain Syringe through a PMA because of the added cost and expense associated
with a PMA. Based upon this previous experience, there is no assurance that our
safety needle devices will qualify for the FDA's 510(k) pre-market notification
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
510(k). In addition, the Medical Device User Fee and Modernization Act, enacted
in 2002, now allows the FDA to assess and collect user fees for 510(k) 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 will have the funds necessary to apply for or obtain FDA
approval for our retractable 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 our products in the United States,
our primary target market, which could have a material adverse effect on our
future business 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 retractable 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.

If We Are Not 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 entered into an arrangement with
Globe Medical Tech, Inc., subject to our raising $1.4 million, we may never be
successful in 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 retractable safety needle
devices in sufficient quantities at an acceptable cost, or at all, which could
materially adversely affect our future prospects.

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

                                       8
<PAGE>


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, others 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
addition, 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.

         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

                                       9
<PAGE>


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 or at all.

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 we raise the funds necessary pursuant to the Manufacturing Agreement
with Globe and manufacturing actually commences at Globe's manufacturing
facilities in China, then 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 manufacture our
safety syringe, and to do business in China or elsewhere in the world.

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 standard  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.

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.

                                       10
<PAGE>

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.
         As of December 31, 2004, we had outstanding options to purchase up to
5,834,000 shares of common stock at exercise prices ranging from $0.05 to $0.50
per share and outstanding warrants to purchase up to approximately 7,587,000
shares of common stock at exercise prices ranging from $0.25 to $0.50 per share.
All of the warrants and options are presently "out of the money", meaning that
the exercise price in greater than the current market price of our common stock.
We may decide to modify the terms and/or exercise price of these "out of the
money" options and warrants. To the extent that the outstanding options and
warrants 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. During the
year ended December 31, 2004, the Company issued 7,428,000 shares of its common
stock pursuant to the exercise of previously outstanding stock options and
warrants. Subsequent to year end, the Company entered into a mutual release and
settlement agreement with its former CEO, whereby a warrant to purchase up to
12,913,239 shares of our common stock at $0.001 per share on or before April 14,
2010 was issued. Although and the warrant is not presently exercisable (the
warrant is exercisable only to the extent that the number of shares of common
stock exercised plus the number of shares presently owned by the warrant holder
does not exceed 4.99% of the outstanding shares of Common Stock of the Company
on such date--however the exercise limit is revocable by the warrant holder upon
75 days prior notice to the Company), if, and to the extent that, the warrant
becomes exercisable and is exercised in the future and the shares sold into the
market, the market price of our common stock could decline.

         From time to time the Company has issued and plans to continue to issue
shares of its common stock to pay current and future obligations. During the
year ended December 31, 2004, the Company issued 32,850,000 shares of common
stock to pay certain obligations. If and when, and to the extent that, those
shares are sold into the market, they could cause the market price of our common
stock to decline.

         In November, 2004, our shareholders approved an amendment to our
Articles of Incorporation to increase our authorized number of shares of common
stock from 75,000,000 shares to 250,000,000 shares. The additional authorized
shares have the same rights and privileges as the common stock presently
outstanding. The shares can be issued without further action of the
shareholders. If and when, and to the extent that, the additional authorized
shares are issued and sold into the market, they could cause the market price of
our common stock to decline.

                                       11
<PAGE>


The Loss Of The Services Of Certain Third Parties And Our Employees Could Have A
Material Adverse Effect On Our Business.
         We are dependent upon the services of third parties, primarily Globe
Medical Tech, Inc., related to our safety syringe development. The loss of their
services 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 provide services to the Company. The loss of the
services of these individuals or our inability to retain suitable replacements
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. 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:

     -    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 do not have insurance which relates to
product liability, but will seek to obtain coverage at such time as we have a
product ready to market , although there is no assurance we will be able to
obtain or pay for such coverage. Even if we obtain product liability insurance,
it may prove inadequate to cover claims and/or costs related to potential
litigation. The costs and availability of product liability 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 and any third party manufacturers we may use 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

                                       12
<PAGE>


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, if and when it is
commercially available. 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. Although we are not presently aware of any such
pending or proposed regulations, there is no assurance that they will not be
enacted or 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,  if and when it is
commercially  available, or permit us to sell our product at a high enough price
to generate a profit.

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, and raising capital. This limited history may not be adequate to
enable you to fully assess our ability to develop and commercialize 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, 2004, we had accumulated a deficit of approximately
$12.8 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 over the counter
(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.

                                       13

<PAGE>

Although We Believe That Our System Of Disclosure Controls And Internal Controls
Over  Financial  Reporting Are  Adequate,  Such Controls Are Subject To Inherent
Limitations.
          Although we believe that our system of disclosure controls and
internal controls over financial reporting are adequate, we can not assure you
that such controls will prevent all errors or all instances of fraud. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system's objectives will be met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our company will be detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures. Because of the inherent
limitation of a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.

As Our Only Director, Mr. Wheet Has The Ability To Unilaterally Make Business
Decisions For Us. Because We Have Only One Director, There Are No Procedures In
Place To Resolve Potential Conflicts And To Evaluate Related Party Transactions
That Are Typically Reviewed By Independent Directors.
         As the only director, Mr. Wheet has the ability to unilaterally make
business decisions on our behalf. Because we do not maintain officer and
director liability insurance and because the cost of obtaining such coverage is
prohibitive, we do not expect to be able to attract any independent directors.
Because we have only one director, there are no procedures in place to resolve
potential conflicts and evaluate related party transactions that are typically
reviewed by independent directors.

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

         None

ITEM 3.  LEGAL PROCEEDINGS.

         On March 11, 2005, the Company was permanently enjoined from future
violations of Section 10(b) of the Securities and Exchange Act of 1934 and Rule
10b-5 thereunder as well as Sections 17a(2) and (3) of the Securities Act of
1933. No fines or penalties were imposed against the Company.

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

         None


                                       14
<PAGE>


                                     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:
<TABLE>
                 <S>                                               <C>                   <C>
                  Quarter ended                                     High                  Low
                  -------------                                     ----                  ---
                  December 31, 2004                                 $0.070                $0.031
                  September 30, 2004                                $0.070                $0.025
                  June 30, 2004                                     $0.090                $0.038
                  March 31, 2004                                    $0.130                $0.055
                  December 31, 2003                                 $0.085                $0.040
                  September 30, 2003                                $0.150                $0.037
                  June 30, 2003                                     $0.140                $0.055
                  March 31, 2003                                    $0.150                $0.050
</TABLE>

         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, 2005, 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.

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 plan to seek 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 telephone, auditing, financial reporting requirements, and
administrative expenses, including salaries. 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

                                       15
<PAGE>

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

ITEM 8A. CONTROLS AND PROCEDURES

        Within the 90 days prior to the date of this report, the Company's Chief
Executive Officer, who is also the 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.



                                       16
<PAGE>


                                    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

         Rondald Wheet, age 39 is Chairman, CEO and a Director of Maxxon and has
served in such capacity since March 16, 2005.

         (b) Other Directorships. Mr. Wheet is also a director of Clear Image,
Inc., a private company.

         (c) Family Relationships

         None.

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

         None.

ITEM 10.  EXECUTIVE COMPENSATION

<TABLE>

                           SUMMARY COMPENSATION TABLE


                                                                      Long Term Compensation
                                                             -----------------------------------------
                                                             ------------------------------ ----------
                                Annual Compensation                     Awards              Payouts
                        ------------------------------------ ------------------------------ ----------
                        ------------- ------- -------------- ----------- ------------------ ----------
                                              Other Annual
    Name and                                  Compen-sation  Restricted     Securities                  All Other
   Principal                                                 Stock          Underlying      LTIP       Compensation
    Position     Year    Salary(1)    Bonus                  Awards(2)     Options/SARs      Payouts
  ------------- ------- ------------- ------- -------------- ----------- ------------------ ---------- ------------

             <c>     <c>             <c>       <c>           <c>             <c>             <c>       <c>
  Gifford M.
  Mabie,
  Former CEO     2004       $100,000   $-0-       $-0-        $40,000            -0-           $-0-        $-0-

                 2003       $100,000   $-0-       $-0-        $80,000           -0-           $-0-        $-0-

</TABLE>

(1)  Salary for 2004 and 2003 was accrued by the Company but not paid.

(2)  Represents  the fair market  value of the  2,000,000 shares of restricted
     common stock issued during 2004 and of the 4,000,000  shares of  restricted
     common stock issued during 2003


                                       17
<PAGE>


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

<TABLE>

                                                                  Number of Securities   Value of
                                                                  Underlying             Unexercised
                                                                  Unexercised            In-the-Money
                                                                  Options/SARs at        Options/SARs at
                                                                  FY-End                 FY-End
                                Shares                            Exercisable/           Exercisable/
      Name                      Acquired on      Value Realized   Unexercisable          Unexercisable
                                Exercise
      ------------------------- ---------------- ---------------- ---------------------- -------------------
      
                       <c>              <c>              <c>                    <c>
      Gifford M. Mabie,         N/A              N/A              300,000(1)             None (2)
      Former CEO
</TABLE>

(1) Options were granted 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. Subsequent
to year end, the options were forfeited.

(2) The closing price of our common stock at December 31, 2004 was $0.04 per
share, which was less than the $0.50 per share exercise price of the options.
Accordingly, the options were "out-of-the-money."


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 16, 2005 and ownership consists of sole voting and
investment power.

<TABLE>


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

                                               <c>                       <c>                          <c>
      Rondald L. Wheet........................    CEO and Director           1,000,000                    1.15%
      2073 Shell Ring Circle
      Mt. Pleasant, SC 29466

      Gifford M. Mabie........................    Former Officer and         6,000,000                    6.89%
      9202 S. Toledo Ave.                         Director
      Tulsa, OK  74137


      Sole Officer and Director and Beneficial Owners
      As a Group (2 persons).........................................        7,000,000                    8.04%

</TABLE>

(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 16, 2005.

(2)  For each  shareholder  listed above,  his percentage of outstanding  common
     stock was based on 87,088,279 shares issued and outstanding as of March 16,
     2005, plus the shares that each shareholder has the right to acquire within
     60 days of March 16, 2005.

Common Stock Options and Warrants Outstanding

         At December 31, 2004, the Company had outstanding options to purchase
up to 5,835,000 shares of common stock at exercise prices ranging from $0.05 to
$0.50 per share and outstanding warrants to purchase up to approximately
7,587,000 shares of common stock at exercise prices ranging from $0.25 to $0.50
per share. See Part F/S "Notes to Financial Statements". Subsequent to year end,
the Company entered into a mutual release and settlement agreement with its
former CEO, whereby the Company issued a warrant to purchase up to 12,913,239
shares of Company common stock at $0.001 per share on or before April 14, 2010.
Because the warrant is exercisable only to the extent that the number of shares
of common stock exercised plus the number of shares presently owned by the
warrant holder does not

                                       18
<PAGE>
exceed  4.99% of the  outstanding  shares of Common Stock of the Company on such
date and  because  the  warrant  holder  presently  owns more than  4.99% of the
outstanding shares of Common Stock of the Company,  the warrant is not presently
exercisable  nor will it be  exercisable  within the next 60 days.  The exercise
limit is  revocable  by the  warrant  holder  upon 75 days  prior  notice to the
Company.

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 2004.

ITEM 14.  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, 2004 and
2003 were $8,063 and $6,849 respectively.

Audit Related Fees
         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 than those previously reported in
this Item 14, for the fiscal years ended December 31, 2004 and 2003 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,
2004 and 2003 were $568 and $903, respectively.

All Other Fees
         All Other Fees consists of fees related to review of our Form S-8
registration statements in 2004. All other fees may also include fees for
services which would not impair the independence of the auditor which support
our evaluation of the effectiveness 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, 2004 and 2003 were $783 and $515, 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>


                                   PART F/S

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>

<S>                                                                                                      <C>

Audited Financial Statements

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

Balance Sheet At December 31, 2004.................................................................      22

Statements Of Operations From Inception (August 16, 1996) Through December 31, 2004
And For The Years Ended December 31, 2004 and 2003................................................       23

Statements Of Cash Flows From Inception (August 16, 1996) Through December 31, 2004
And For The Years Ended December 31, 2004 and 2003.................................................      24

Statements Of Shareholders' Equity From Inception (August 16, 1996) Through
December 31, 2004..................................................................................      25

Notes To Financial Statements From Inception (August 16, 1996) Through
December 31, 2004, And For The Years Ended December 31, 2004 and 2003..............................      26



                                       20
</TABLE>


                          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, 2004 and 2003, and the related
statements of operations, shareholders' equity, and cash flows for the years
ended December 31, 2004 and 2003 and for the period from December 16, 1996
(inception) to December 31, 2004. 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 auditing standards of the Public
Company Oversight Board (United States). 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,
2004 and 2003, and the results of its operations and its cash flows for the
years ended December 31, 2004 and 2003 and for the period from December 16, 1996
(inception) to December 31, 2004 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 described 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

February 25, 2005

                                       21
<PAGE>

                                  Maxxon, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                December 31, 2004


                                      ASSETS
Current assets
Cash                                                                $ 2,380
Employee Advances                                                    14,636
Prepaid Expenses                                                      8,333
Notes receivable- related parties                                    76,300
                                                                -----------
   Total current assets                                             101,649
                                                                -----------

Property and Equipment, net of depreciation (Note 3)                 10,541
                                                                -----------

TOTAL ASSETS                                                      $ 112,190
                                                                ===========
                       LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities                          $ 163,013
Accrued Salaries                                                    853,333
Accrued Consulting Fees                                             180,000
Related Party Payables (Note 7)                                      24,375
                                                                -----------
   Total current liabilities                                      1,220,721

                                                                -----------
Total liabilities                                                 1,220,721
                                                                -----------

Shareholders' Deficiency
Preferred stock, $0.001 par value,
   5,000,000 shares authorized;
   no shares issued and outstanding                                       -
Common stock, $0.001 par value,
   250,000,000 shares authorized;
   83,338,279 shares issued and outstanding                          83,338
Common stock subscribed                                              (1,000)
Common stock purchased by employees                                (356,746)
Paid in capital                                                  11,984,337
Deficit accumulated during the development stage                (12,818,460)
                                                                -----------
   Total shareholders' deficiency                                (1,108,531)
                                                                -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                    $ 112,190
                                                                ===========



   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, 2004 and
                 For The Years Ended December 31, 2004 and 2003



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

                                           From inception
                                              (August 16,
                                            1996) through               Year Ended              Year Ended
                                        December 31, 2004        December 31, 2004       December 31, 2003
                                        -----------------        -----------------       -----------------

Investment Income                               $ 170,753                      $ -                       -
Other Income                                        3,857                       50                       -
                                        -----------------        -----------------       -----------------
                                                  174,610                       50                       -
                                        -----------------        -----------------       -----------------

Expenses
Research and development                        1,659,546                  101,198                  21,766
General and administrative                     11,248,679                1,445,349               1,361,912
                                        -----------------        -----------------       -----------------
   Total operating expenses                    12,908,225                1,546,547               1,383,678
                                        -----------------        -----------------       -----------------
Operating loss                                (12,733,615)              (1,546,497)             (1,383,678)

Interest income                                    17,276                        -                       -

Interest expense                                   31,045                   (1,039)                  1,181

Loss on disposal of assets                          2,006                        -                       -

Depreciation and amortization                      69,070                    6,550                   6,659
                                        -----------------        -----------------       -----------------
Net loss from operations                    $ (12,818,460)            $ (1,552,008)           $ (1,391,518)
                                        =================        =================       =================
Weighted average shares
outstanding                                    24,286,994               75,219,896              31,838,152
                                        -----------------        -----------------       -----------------

Net loss per share (Note 1)                       $ (0.53)                 $ (0.02)                $ (0.04)
                                        -----------------        -----------------       -----------------

                                       23
</TABLE>


   The accompanying notes are an integral part of the financial statements


<PAGE>


<TABLE>
<CAPTION>

                                  Maxxon, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
           From Inception (August 16, 1996) Through December 31, 2004

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

                                                                   From Inception
                                                                      (August 16,                 Year Ended
                                                                    1996) through   --------------------------------------
                                                                December 31, 2004   December 31, 2004    December 31, 2003
                                                                -----------------   -----------------    -----------------
Operating activities
Net loss                                                              (12,818,460)       $ (1,552,008)        $ (1,391,518)
Plus non-cash charges to earnings:
Depreciation and amortization                                              69,060               6,550               14,644
Common stock issued for services                                        2,641,507             954,300              208,400
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
Allowance for doubtful accounts                                           (25,400)            (25,400)                   -
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                   -                    -
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
(Increase) decrease in prepaid expenses                                    (8,333)             (8,333)                   -
   (Increase) decrease in other receivables                              (176,577)                                       -
Increase (decrease) in accrued salaries                                    60,000              60,000
Increase (decrease) in accrued consulting fees                            180,000             180,000
Increase (decrease) in accounts payable and accrued liabilities         1,033,562              74,027              495,562
                                                                -----------------   -----------------    -----------------
      Total operating activities                                       (4,318,541)           (310,864)            (102,692)
                                                                -----------------   -----------------    -----------------
Investing activities
Purchase of equipment                                                     (67,042)                                       -
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)                  -                    -
                                                                -----------------   -----------------    -----------------
inancing activities
Loans from shareholders                                                    13,907                                        -
Repayment of loans from shareholders                                       (8,005)              3,364                    -
Repayments of Promissory Notes                                            190,754              18,750               69,201
Common stock subscribed                                                    (1,000)             (1,000)
Sale of common stock for cash:
   To third-party investors (prior to merger)                             574,477                   -                    -
   To third-party investors                                             2,935,345                                        -
   From exercise of stock options                                         801,800             291,900                    -
   Less:  Issue Costs                                                    (102,318)                  -                    -
Convertible debentures issued for cash                                    355,000                   -                    -
Payment of exclusive license note payable                                (100,000)                  -                    -
                                                                -----------------   -----------------    -----------------
      Total financing activities                                        4,659,960             313,014               69,201
                                                                -----------------   -----------------    -----------------
Change in cash                                                              2,380               2,150              (33,491)
Cash at beginning of period                                                     -                 230               33,721
                                                                -----------------   -----------------    -----------------
Cash at end of period                                                     $ 2,380             $ 2,380                $ 230
                                                                =================   =================    =================
Supplemental disclosure of cash flow information:
   Cash paid for interest and taxes during the period                      29,084                   -                    -
                                                                -----------------   -----------------    -----------------
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                   -                    -
                                                                -----------------   -----------------    -----------------


   The accompanying notes are an integral part of the financial statements


                                       24
</TABLE>


<PAGE>

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

                Statements of Shareholders' Equity From inception
                  (August 16, 1996) through December 31, 2004

<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)

Issuance of Comm Stock for:
   Cash from third-party investor                      100,000    $    100  $     4,900                                 $     5,000
Exercise of Options                                  5,866,000       5,866      248,234                                     254,100
Exercise of Warrants                                 1,462,000       1,462       71,638                   $   (1,000)        72,100
Compensation cost of stock issued
   for services                                     32,850,000      32,850      881,150                                     914,000
Payment towards promissory note blaances                                                                      18,750         18,750
Net Income (Loss) at December 31, 2004                                                     $ (1,522,008)                 (1,552,008)
                                                    ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 2004                        83,338,279    $ 83,338  $11,984,337    $(12,818,460)  $ (357,746)   $(1,108,531)
                                                    ==========    ========  ============    ===========   ============   ==========



                                       25

</TABLE>

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





<PAGE>






                                  Maxxon, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
                                December 31, 2004




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, 2004, the Company owed $853,333
pursuant to the employment agreements. The Company has no cash with which to pay
its obligations pursuant to the employment agreements.

         On January 1, 2005, the existing employment agreements with all but the
Company's officer and director were cancelled. The previous employees agreed to
continue assisting the Company in a consulting capacity. As such, consulting
agreements were executed. These agreements are discussed further in Note 4,
"Other Commitments and Contingencies."

         There is no assurance that the Company's officer who continues under an
employment 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.


                                       26
<PAGE>


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 nine month
period ended September 30, 2004 and 2003, the Company operated in a single
business segment engaged in developing selected healthcare products.

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, 2004 and 2003 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.

         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.


                                       27
<PAGE>


         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.

         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
$(12,818,460) for the period from inception (August 16, 1996) to December 31,
2004, and a net loss of $(1,552,008) and $(1,391,518) for the years ended
December 31, 2004 and 2003, 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 the Company.
On March 11, 2005, the Company was permanently enjoined from future violations
of Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b(5)
thereunder as well as Sections 17a(2) and (3) of the Securities Act of 1933. No
fines or penalties were imposed against the Company.

         On January 25, 2002, the Company, along with other plaintiffs, filed
suit against the Company's former corporate counsel. The lawsuit has now been
settled.


Note 4 - Other Commitments and Contingencies

Patent Applications for the Company's Retractable Safety Needle Devices
         On January 25, 2005, the patent for the Company's retractable safety
syringe design was issued. The patent for the Company's retractable safety blood
drawing device was published on April 10, 2003. The Company does not yet have
foreign patent protection for these devices and there is no assurance that such
patent protections will be sought or secured. 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.

Amendment to Agreement to manufacture Maxxon's 3cc Retractable Safety Syringe
         On April 21, 2004, the Company and Globe Medical Tech, Inc. amended the
Manufacturing Agreement dated November 13, 2003. The amendments are limited to
the scope of services and compensation portions of the Manufacturing Agreement.
All other terms of the agreement shall continue in full force and effect. The
Company, upon the execution of this amendment, paid $50,000 to Globe for the
production of soft molds and 1,500 3cc Maxxon Safety Syringe samples. As of
December 31, 2004, a total of $100,000 had been paid to Globe Medical Tech, Inc.

Payments Due Pursuant to Amended Employment Agreements
         As of December 31, 2004, the Company owed its officer and its former
employees a total of $853,333 pursuant to the amended employment agreements
described below. There is no assurance that the Company's officer will continue
to serve without being paid. The loss of the services of the Company's officer
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, the Company's sole officer and director, and
Rhonda Vincent, Thomas Coughlin and Vicki Pippin, whom the Company retained as
employees. The material terms of these agreements were 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.

         Until January 1, 2004, the employment agreements had remained in effect
since their inception, automatically renewing bi-annually. As of January 1,
2004, Rhonda Vincent, Thomas Coughlin, and Vicki Pippin's employment agreements
were cancelled and each individual agreed to continue assisting Maxxon in a
consulting capacity. As such, the details of their consulting agreements are
described further under "Consulting Agreements." Mr. Mabie's agreement was
renewed January 1, 2004 for a period of 2 years. Mr. Mabie's agreement can be
ended either by Maxxon or by Mr. Mabie upon 30 days' written notice. It 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. Mr. Mabie's salary is accrued by the Company and paid in
whole or in part as cash is available.

         If Mr. Mabie resigns or is terminated for any reason, his accrued and
unpaid salary plus severance pay ranging from three (3) months to twenty-four
(24) months, depending on the circumstances of his departure, will be due and
payable within 30 days of his resignation or termination. Under Mr. Mabie's
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 Mr. Mabie for any reasonable and necessary
business expenses, including travel and entertainment expenses that are
necessary to carry out his duties. Mr. Mabie has the right to participate in
other businesses as long as those businesses do not compete directly with the
Company and so long as he devotes the necessary working time, as

                                       29
<PAGE>

determined in his sole discretion,  to the Company's  business  activities.  The
Company  is  obligated  to  indemnify  Mr.  Mabie  for all  legal  expenses  and
liabilities  incurred with any  proceeding  involving Mr. Mabie by reason of his
being an officer,  director,  employee or agent of the Company, including paying
reasonable  attorney  fees and  expenses as  incurred in the event that,  in Mr.
Mabie's sole  judgment,  he or she needs to retain  counsel or otherwise  expend
personal funds for his defense.  If there is a change in control,  Mr. Mabie 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.

Consulting Agreements
         On January 1, 2004, the Company entered into one year consulting
agreements with three of its former employees for accounting, financial
reporting and administrative services. The consulting agreements provide for
indemnification of the consultants for all legal expenses and liabilities
incurred with any proceeding involving them by reason of their being an
employee, agent or consultant of the Company, including paying reasonable
attorney fees and expenses as incurred in the event that, in the consultants'
judgment, individually or as a group need to retain counsel or otherwise expend
personal funds for their defense. The agreements provide for a payment of at
least $100,000 individually to be accrued and paid as cash becomes available.
The agreements automatically renew on a yearly basis. During 2004, the Company
issued 6,000,000 shares of Common stock to these consultants. The shares were
valued at $120,000 and were amortized fully at December 31, 2004.


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."


                                       30
<PAGE>



Note 6-           Property and Equipment, Net

         As of December 31, 2004, property and equipment, net of depreciation,
consisted of the following amounts:

                                                     Useful Life
                                                                         Amount
                                                     ------------ --------------
                                                     ------------ --------------

  Computer equipment                                   5 Years      $32,322.98
       Less: Accumulated Depreciation                               (21,782.58)
                                                                 ---------------
                                                                     10,540.40
                                                                 ---------------

  Furniture and fixtures                               5 Years       17,625.73
       Less: Accumulated Depreciation                               (17,625.73)
                                                                 ---------------
                                                                             -
                                                                 ---------------

  Total property and equipment, net of depreciation                  $10,540.40
                                                                 ===============


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. As of September 30,
2004, Maxxon's receivable for rent and administrative expenses was $65,350.
During the year ended December 31, 2004, the Company received $3,364 as payment
of promissory notes from employees.

         During March 2004, the Company issued its now former CEO, a total of
2,000,000 shares of restricted common stock.

Note 8 - Equity Transactions

         During the year ended December 31, 2004, the Company issued 5,200,000
shares of its common stock for accounting services to four individuals.
5,000,000 shares were valued at $0.02 per share and 200,000 shares were valued
at $0.04 per share. These values were the closing prices on the dates the
individual transactions occurred. The Company recorded $108,000 in accounting
expense related to these events.

         During the year ended December 31, 2004, the Company issued 9,650,000
shares of its common stock to employees and certain consultants for their
services. Included in the shares issued were 2,000,000 shares of restricted
common stock to Gifford Mabie, the Company's CEO. 9,000,000 shares were valued
at $0.02 per share and 650,000 shares were valued at $0.04 per share. These
values were the closing prices on the dates the individual transactions
occurred. The Company recorded $206,000 in consulting expense related to these
events.

         During the year ended December 31, 2004, the Company issued 5,066,000
shares of its common stock pursuant to the exercise of options. These options
were exercisable at $0.05 per share. The Company received $253,300 in cash as a
result of these transactions.

         During the year ended December 31, 2004, the Company issued 800,000
shares of its common stock pursuant to the exercise of options. These options
were exercisable at $.001 per share. The Company received $800 in cash as a
result of the transaction.

                                       31
<PAGE>

         During the year ended December 31, 2004, the Company sold 5,000 shares
of its Series A Convertible Preferred Stock to an accredited investor for a
total of $5,000 in cash. The shares were sold pursuant to the Company's
preferred stock offering. Effective April 21, 2004 the Company entered an
agreement with its sole Preferred shareholder to convert those preferred shares
to 100,000 shares of the Company's common stock.

         During the year ended December 31, 2004, the Company issued 18,000,000
shares of its common stock as payment for legal services. 7,500,000 shares were
valued at $0.02, 3,000,000 shares were valued at $0.025, and 7,500,000 shares
were valued at $0.025 per share. In connection with the transactions, the
Company recorded $600,000 as legal expense.

         During the year ended December 31, 2004, the Company issued 1,442,000
shares of its common stock pursuant to the exercise of warrants. These warrants
were exercisable at $0.05 (See Note 9 - Stock Options and Warrants Outstanding).
The Company received $72,100 in cash as a result of the transactions.

Note 9 - Stock Options and Warrants Outstanding

The following tables summarize information about the stock options and warrants
outstanding at December 31, 2004:

<TABLE>

                                     Employee           Non-          Warrants            Total       Average
                                                    Employee                                         Exercise
                                Stock Options  Stock Options                                            Price
                                -------------- -------------- ----------------- ---------------- -------------
      <S>                       <C>             <C>               <C>              <C>              <C>
      Balance at 12/31/03           9,000,000      2,800,000         9,049,000       20,849,000         $0.27
      Granted                               -              -                 -                -             -
      Exercised                   (5,166,000)      (800,000)       (1,462,000)      (7,428,000)         $0.04
      Forfeited                             -              -                 -                -             -
                                -------------- -------------- ----------------- ----------------
      Balance at 12/31/04           3,834,000      2,000,000         7,587,000       13,421,000         $0.32
                                ============== ============== ================= ================

</TABLE>



<PAGE>

<TABLE>

                                        Options & Warrants Outstanding                     Exercisable
                              ----------------------------------------------------
      Range of Exercise       Number             Weighted      Weighted Average     Number          Weighted
                                                 Average
                                                 Remaining                                          Average
                              Outstanding at     Contractual                       Exercisable at   Exercise
      Price                   12/31/04           Life          Exercise Price      12/31/04         Price
      ----------------------- ------------------ ------------- ------------------- ---------------- -----------
      <S>                       <C>             <C>               <C>              <C>              <C>
      Employees:
      $ .05 to $.50                   3,834,000          6.79               $0.17        3,834,000       $0.17
      Non-Employees:
      $ .05 to $.50                   2,000,000          2.80               $0.23        1,680,000       $0.18
      Warrants
      $ .25 to $.50                   7,587,000          1.57               $0.43        7,587,000       $0.43
                              ------------------                                   ----------------
                                     13,421,000                                         13,101,000
                              ==================                                   ================

</TABLE>

         Stock Options
         As of December 31, 2004, the Company had outstanding options to
purchase up to 5,834,000 shares of its common stock pursuant to the Company's
Stock Option Plan. Under the Plan, employees were granted options during January
of 1998

                                       32
<PAGE>

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, 2004, a total of 5,166,000 options were exercised at an exercise
price of $0.05 per share. No Stock Option Plan options were cancelled or
forfeited during the period.

         As of December 31, 2004, there were outstanding options for
Non-Employees to purchase up to 2,000,000 shares of common stock at exercise
prices ranging from $0.05 per share to $0.50 per share. Of the 2,000,000 options
outstanding, 800,000 were granted in connection with the Rippstein license
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, 2004. 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. In January of 2003, 2,000,000 options were granted in
connection with a settlement agreement between the Company and its former
investor relations firm. The 2,000,000 shares of common stock were 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. Effective April 23, 2004
the Directors reset the option price to $.05 on 1,200,000 options and $.001 on
800,000 options. The 800,000 options were exercised during the period, with no
additional options issued, cancelled or forfeited during the period.

         Warrants
         As of December 31, 2004, the Company has outstanding warrants to
purchase up to 7,587,000 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 7,587,000 warrants outstanding,
5,437,000 warrants are exercisable at $0.50 per share on or before December 31,
2005 and 2,150,000 warrants are exercisable at $0.25 per share on or before
December 31, 2007. During the second quarter, the Company offered its warrant
holders a reduced strike price for a limited period of time. Pursuant to that
offer, 1,462,000 warrants were exercised generating $72,100 in cash to the
Company. No warrants were issued, cancelled or forfeited during the year ended
December 31, 2004.

Note 10 -         Subsequent Events

         On April 14, 2005, the Company and its former CEO entered into a mutual
release and settlement agreement, whereby the Company issued a promissory note
for $216,834.16 and warrant to purchase up to 12,913,239 shares of common stock
at $0.001 per share on or before April 14, 2010. In addition, the mutual release
and settlement provides for continued indemnification. The note, which is
unsecured, bears interest at 12% per year and is due April 14, 2006. The warrant
is exercisable only to the extent that the number of shares of common stock
exercised plus the number of shares presently owned by the warrant holder does
not exceed 4.99% of the outstanding shares of Common Stock of the Company on
such date.

                                       33

<PAGE>
Index to and Description of Exhibits

<TABLE>

EX
No.                            Description of Exhibit
<S>     <C>
3.1.    Amended Articles of Incorporation *

3.2.    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.   2004 Stock Incentive Plan (filed as Appendix A to our Form DEF 14A filed
        October 8, 2004)

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 Ripstein, 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
        (filed as Exhibit 10.11 to our Form 10-KSB filed March 30, 2004)

10.12.  National Marketing  Agreement between Maxxon and Globe Medical Tech, Inc.
        dated  February  10, 2004 (filed as Exhibit  10.11 to our Form 10-KSB filed
        March 30, 2004)

10.13.  Mutual Release and Settlement  Agreement between Maxxon, Inc. and Gifford
        M. Mabie dated April 14, 2005

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

        *  Filed Herewith

</TABLE>

                                       34

<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/ RONDALD L. WHEET
                                                     -------------------------
                                                     By:  Rondald L. Wheet,
                                                     Chief Executive Officer

April 15, 2005


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