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, 2005

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

                         Commission File Number: 0-28629


                  Nevada                                   73-1526138
-------------------------------------------  -----------------------------------
     (State or other jurisdiction of                 (IRS Employer I.D. No.)
      incorporation or organization)

                             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. $5,458,432 as of March
15, 2006.

         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 15, 2006, we
had 141,460,798 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

         Since 1997, we have been working to design, develop and commercialize
retractable safety needle devices. Our present product development effort is
focused on the ReVac retractable safety syringe, which is designed specifically
to reduce accidental needlestick injuries. On March 9, 2006, we announced that
Globe Medical Tech, Inc. ("Globe"), our joint venture partner, had approved
version 8 of the ReVac 3cc retractable safety syringe for manufacturing. Globe
is presently validating the assembly process to ensure all finished parts are
equally functional and reliable. Globe then plans to produce 5,000 syringes to
be used as product samples to show potential clients and to be used for testing
in preparation for a 510k submission to the FDA. In addition to the ReVac
retractable safety syringe, we have designed or obtained certain rights to other
retractable safety devices, including the Auto Retractable Safety Scalpel with
Permanent Lock and the Auto Retractable Safety IV Catheter.

         Because our planned products are in various stages of development, we
have no revenue. Our efforts to date have been funded entirely through sales of
our common stock and through loans. We require substantial additional capital to
commercialize the ReVac 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 planned products will be commercially
viable. Globe, and other future collaborative partners, may require significant
amounts of time to develop manufacturing processes and/or to obtain specialized
equipment, if any is required. Our planned products will also require FDA
approval before they can be sold in the United States and similar 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. It could be years, if ever, before our
planned products are sold in the United States or anywhere else in the world.
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. On April 12, 2001, federal legislation, which became
effective for most states, now requires safety needle products be used for the
vast majority of procedures.

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


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2.       Distribution Method of Products and Services

         In the U.S., the vast majority of decisions relating to the contracting
for and purchasing of medical supplies are made by the representatives of group
purchasing organizations ("GPOs") rather than the end-users of the product
(nurses, doctors, and testing personnel). GPOs and manufacturers often enter
into long-term exclusive contracts which can prohibit entry in the marketplace
by competitors. In the needle and syringe market, the market share leader, BD,
has utilized, among other things, long-term exclusive contracts which have
restricted entry into the market by most of our competitors. We may not be
successful in obtaining any contracts with GPO's, which would severely limit our
product's marketability in the U.S. See "RISK FACTORS."

         Although we presently do not have any products for sale, we do have an
arrangement with Globe whereby they have agreed to distribute, on a
non-exclusive basis, ReVac retractable safety syringe once it has been
commercialized and approved for sale by relevant government authorities. We plan
to seek other distribution arrangements with established medical device
manufacturers in the future, but there is no assurance that we will be
successful in establishing or mainting such relationships. See "RISK FACTORS."

         3.       Status of Publicly Announced Products or Services

         On March 9, 2006, we announced that Globe Medical Tech, Inc. ("Globe"),
our joint venture partner, had approved version 8 of the ReVac 3cc retractable
safety syringe for manufacturing. Globe is presently validating the assembly
process to ensure all finished parts are equally functional and reliable. Globe
then plans to produce 5,000 syringes to be used as product samples to show
potential clients and to be used for testing in preparation for a 510-k
submission to the FDA. Globe may encounter unexpected delays and/or engineering
issues related to manufacturing the safety syringe which may delay or even
prevent production. Any unexpected delays and/or engineering issues could have
an adverse effect on our business. These issues may require substantial
additional capital to address and there is no assurance the Company will be
successful in raising such capital when needed, on acceptable terms, or at all.
See "RISK FACTORS."

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

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

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

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

         We do not presently manufacture any products, so we have no raw
materials requirements at this time. 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."


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<PAGE>


         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, however, at this time we can not know if any one customer
will account for more than 1% of our anticipated 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 does not plan
to devote development resources towards this product for the foreseeable future.
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.

         Maxxon and Globe Definitive Joint Venture Agreement Regarding Safety
Needle Products. On November 3, 2005, Maxxon and Globe Med Tech, Inc. entered
into a definitive joint venture agreement to patent, develop, manufacture,
market and distribute safety needle products throughout the world. Maxxon and
Globe each own 50% of the joint venture. Maxxon contributed its safety syringe
technology and patent rights related thereto and Globe contributed its safety
syringe IV catheter and patent rights related thereto. Maxxon and Globe will
each share 50% of the costs and profits from sales of the safety syringe and
safety IV catheter. During the year ended December 31, 2005, Maxxon's share of
costs related to safety syringe development was approximately $172,440. A copy
of the definitive joint venture agreement is incorporated herein by reference as
Exhibit 10.1.

         Maxxon and Globe Joint Venture Agreement Regarding Safety Scalpel. On
August 11, 2005, Maxxon and Globe entered into a joint venture agreement related
to Globe's ReTrac Automatic Retractable Safety Scalpel ("Safety Scalpel"). In
exchange for 50% interest in the Safety Scalpel, Maxxon issued 5,333,333 shares
of its restricted common stock to Globe and granted to Globe warrants to
purchase up to 5,333,333 shares of Maxxon common stock at $0.02 per share for a
period of three years and warrants to purchase up to 5,333,333 shares of Maxxon
common stock at $0.04 per share for a period of three years. Upon execution of
the Safety Scalpel agreement, 50% of the shares and options became vested, with
the remaining 50% of the shares and options to vest upon the first commercial
sale of the Safety Scalpel. Maxxon recorded an investment in the joint venture
of $625,067, which represents the value of the restricted shares and options on
the date of the agreement. Maxxon and Globe will each share 50% of the costs and
profits from sales of the Safety Scalpel, with Maxxon transferring 30% of its
profits to Globe until such time as Globe has received $1,250,000 from this
transfer of the 30%. A copy of the Safety Scalpel joint venture agreement is
incorporated herein by reference as Exhibit 10.2.

         Employment Agreements

         Employment Agreement with Ron Wheet, CEO
         Effective March 16, 2005, the Company and Mr. Wheet, our CEO, entered
into a two year employment agreement. The agreement provides for an annual
salary of $150,000 with an annual salary increase equal to no less than the
percentage increase in the Consumer Price Index during the previous calendar
year. As of December 31, 2005, the Company owed Mr. Wheet $26,500.00 pursuant to
his employment agreement. Mr. Wheet has the right to participate in other
businesses as long as those businesses do not compete directly or conflict with
the business of the Company and so long as he devotes the necessary working
time, as determined in his sole discretion, to the Company's business
activities. He is responsible for the Company's substantive and financial
reporting requirements of the Securities Exchange Act of 1934, as amended, and
is specifically allowed to hire any and all professionals necessary to assist
that process. The agreement automatically renews and continues for an additional
two-year period. He is entitled to participate in all executive bonuses,
provided that if he is the sole director at the time such bonus is authorized,
then an independent third party shall render a fairness opinion as to the bonus,
or such bonus shall be put to a vote of the shareholders. The Company will
provide him with all reasonable and customary fringe benefits, including, but
not limited to, participation in pension plans, profit sharing plans, employee
stock ownership plans, stock option plans (whether statutory or not), stock
appreciation rights plans, hospitalization, medical dental disability and life
insurance, vacation and sick leave. The Company will reimburse of all his
reasonable and necessary travel, entertainment or other

                                       4
<PAGE>

related expenses incurred by him in carrying out his duties and responsibilities
under the  agreement.  The  Company  will also  provide  him with a cell  phone,
suitable office space, and membership dues in professional organizations and for
any seminars and conferences related to Company business. During the term of the
agreement,

         The Company is obligated to indemnify him for all legal expenses and
liabilities incurred with any proceeding involving him 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 his sole judgment,
he needs to retain counsel or otherwise expend personal funds for his defense.
The Company shall also provide reasonable Director and Officer insurance and/or
Warranty and Representations insurance coverage for Wheet. The terms and extent
of such insurance shall be dictated by industry standard and circumstance.

         Either party may terminate Mr. Wheet's employment under this Agreement
by giving the other party 30-days advance written notice. A decision by the
Company to terminate his employment shall require an affirmative vote of more
than 66-2/3% of the Board, except in the case of his death. If the Agreement is
terminated for cause or as a result of his death, the Company shall pay him or
his estate not later than 30 days following his termination for cause or
terminated because of his death, a lump sum severance payment consisting of his
salary and accrued salary through the date of his termination or death plus all
amounts he would have been entitled to under the Company's employee benefit
plans and a pro rata amount of bonus. If the agreement is terminated without
cause or terminated because of permanent disability or a change of control, then
the Company shall pay him not later than 30 days following the termination a
lump sum severance payment consisting of his salary for 24 months, and a pro
rata amount of bonus he is eligible to receive. If he resigns for any reason
other than a change of control, the Company shall pay him not later 30 days
following his resignation a lump sum severance payment consisting of his salary
through the date of his resignation, all amounts he is entitled to pursuant to
the Company's employee benefit plans, his salary for a period of 90 days after
his resignation and a pro rata amount of bonus he is eligible to receive under
the Company's bonus program. For one year following his resignation or
termination (except in the case of termination for cause or a change of
control), Mr. Wheet will not work for or provide any services in any capacity to
any competitor and will not solicit any of the Company's customers or accounts.

         Amounts Accrued Pursuant To Previous Employment Agreements
         The Company has accrued approximately $694,000 pursuant to previous
employment agreements. Although the Company plans to settle these amounts, there
is no assurance that its efforts to settle will be successful. No litigation
related to these previous employment agreements has been initiated or
threatened. There is no assurance, however, that such litigation will not be
initiated in the future.

         Mutual Release and Settlement Agreement With Former CEO
         On April 14, 2005, the Company and its former CEO entered into a mutual
release and settlement agreement, pursuant to which the Company issued to the
former CEO a promissory note for $216,834.16 and warrants 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 of the former CEO and mutual releases. 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. The exercise limit is revocable by the warrant holder upon 75 days
prior notice to the Company. Subsequent to year end, the former CEO exercised
warrants to purchase 6,000,000 shares of common stock.

         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

                                       5
<PAGE>

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 review fees for Section 510(k)
pre-market notifications and pre-market approval applications filed on or after
October 1, 2002. Fees for fiscal year 2006 range from $3,833 for Section 510(k)
pre-market notifications to $259,600 for PMAs, although fee reductions and
waivers are available for companies qualifying as small businesses.

         We have not submitted an application for FDA approval for our ReVac
retractable safety syringe or any of our other planned products There is no
assurance that the ReVac retractable safety syringe or any of our other planned
products 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 the ReVac retractable safety syringe or any of our other planned
products will obtain FDA approval.

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

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

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

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

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



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         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 $172,440
and $101,198 in 2005 and 2004, respectively. In addition, the Company issued
5,333,333 shares of its common stock and 5,333,333 options to purchase shares of
its common stock, subject to certain restrictions, in connection with the Globe
Safety Scalpel Joint Venture Agreement. The shares and options together were
valued at $637,566.

         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. Services such as product
design and development, accounting and financial reporting are provided by third
parties on a contract basis. Consequently, developing our business may require a
greater period of time than if we had full time employees. See "RISK FACTORS."



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                                  RISK FACTORS

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

Because We Have No Products for Sale, We Do Not Generate Revenue And Do Not Have
Other Resources To Fund Operations;  These Conditions  Raise  Substantial  Doubt
About Our Ability To Continue As A Going Concern
         Because the Company's retractable safety needle devices are in the
development stage, the Company has no revenue, earnings or cash flow to be
self-sustaining. 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, 2005, "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 syringe 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 Products.  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 $1.0 million in capital, over the next twelve
months, to pursue our joint venture with Globe and approximately $400,000 for
administrative expense. There is no assurance, however, that we will be
successful in raising the funds when needed, on acceptable terms, or at all.
There is no assurance that the joint venture will not require a significant
amount of time to commence or to complete and there is no assurance that the
costs will not be significantly greater than current estimates.

         We will require substantial additional capital thereafter to
commercialize our retractable safety devices. Our commercialization efforts will
include, but are not limited to, entering into agreements with third parties for
manufacturing (including building molds, designing manufacturing processes and
obtaining specialized equipment), marketing and distribution, and obtaining FDA
and/or other regulatory approvals, all of which are necessary before our
products can be sold and which may take a significant amount of time, if not
years, to complete.

         Due to the current economic conditions and the risks and uncertainties
surrounding our Company, we may not be able to secure additional financing on
acceptable terms, if at all. If we obtain additional funds by selling any of our
equity securities, the percentage ownership of our stockholders will be reduced,
stockholders may experience substantial dilution, the price of our common stock
may decline, or the equity securities 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.

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<PAGE>
If We Do Not Obtain FDA Approval For Our Retractable Safety Devices, Then Our
Future Prospects Will Be Harmed.
         The ReVac retractable safety syringe, the ReTrac retractable safety
scalpel and the Safety IV catheter will each require FDA approval before being
sold in the United States. We have not yet applied for or received FDA approval
for these products. There is no assurance that these products will qualify for
the FDA's 510(k) pre-market notification approval process, which is less
rigorous than a PMA.

         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 2006 range from $3,833 for Section
510(k) pre-market notifications to $259,600 for PMAs, although fee reductions
and waivers are available for companies qualifying as small businesses. There is
no assurance that we will qualify for fee reductions or waivers or that we will
have the funds necessary to apply for or obtain FDA approval for our retractable
safety syringe. 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, which would have a material adverse
effect on our future business prospects.

Our Retractable  Safety Devices May Prove To Be Too Expensive to Manufacture and
Market Successfully, Which Would Harm Our Future Prospects.
         Our retractable safety 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 products that are competitive with standard products, we will not be
able to sell our products. This could have a material adverse effect on our
operations.

If We Are Not Able To Enter Into Manufacturing  Arrangements For Our Retractable
Safety Devices Then Our Future Prospects Will Be Harmed.
         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., 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 Will Be Harmed.
         We must establish marketing, sales and distribution capabilities before
our product can be sold. We have no experience in establishing such
capabilities. Until we have established manufacturing arrangements, we do not
plan to devote any meaningful time or resources to establishing marketing sales
or distribution capabilities. We intend to enter into agreements with third
parties in the future to market, sell and distribute our planned 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.

                                       9
<PAGE>
If We Are  Unable  To  Protect  Our  Retractable  Safety  Syringe,  Or To  Avoid
Infringing On the Rights of Others, Our Ability To Compete Will Be Impaired.
         Although the Company has received patents for previous safety needle
designs, the ReVac Safety Syringe, the ReTrac Auto Retractable Safety Scalpel
with Permanent Lock, and the Auto Retractable Safety IV Catheter do not yet have
patents. Globe has filed a patent application related to ReTrac and patent
applications related to ReVac and the Safety IV Catheter will be filed as soon
as practicable. Because the Company does not yet have patent protection for
these devices and there is no assurance that such patent protections will be
sought or secured. We do not have foreign patent protection for our retractable
safety syringe designs 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 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.


                                       10
<PAGE>
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 for the joint venture 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
         Whether or not FDA approval has been obtained, we must secure approval
for our retractable safety devices 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. Most 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.

         In the U.S., the vast majority of decisions relating to the contracting
for and purchasing of medical supplies are made by the representatives of group
purchasing organizations ("GPOs") rather than the end-users of the product
(nurses, doctors, and testing personnel). GPOs and manufacturers often enter
into long-term exclusive contracts which can prohibit entry in the marketplace
by competitors. In the needle and syringe market, the market share leader, BD,
has utilized, among other things, long-term exclusive contracts which have
restricted entry into the market by most of our competitors. We may not be
successful in obtaining any contracts with GPO's, which would severely limit our
product's marketability in the U.S. 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 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.


                                       11
<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, 2005 and March 15, 2006, we had a total of
35,683,236 options and warrants outstanding, which consisted of options to
purchase up to 20,619,997 shares of common stock at exercise prices ranging from
$0.001 to $0.50 per share (of which 14,966,665 were exercisable) and warrants to
purchase up to 15,063,239 shares of common stock at exercise prices ranging from
$0.001 to $0.50 per share (all of which were exercisable). Approximately
12,286,665 of the options and 2,150,000 of the warrants outstanding 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, however, 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. Subsequent to December 31,
2005, warrants to purchase 6,000,000 shares of common stock at an exercise price
of $0.001 per share were exercised.

         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 2005,
the Company issued 27,750,000 shares for services and has issued 5,000,000
shares for services as of March 15, 2006. 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.

         As of March 15, 2006, we had 250,000,000 shares authorized and
141,460,798 shares outstanding. If all the outstanding options and warrants
outstanding as of that date were exercised then the outstanding shares would
increase to 177,144,034 shares. The authorized but unissued shares have the same
rights and privileges as the common stock presently outstanding. The unissued
authorized shares can be issued without further action of the shareholders. If
and when, and to the extent that, the unissued authorized shares are issued and
sold into the market, they could cause the market price of our common stock to
decline.

The Loss Of The Services Of Certain  Third  Parties And Our Officer and Director
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  director.  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 Director Has 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 director 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 he can devote to our business. Not
more than 50% of his time will be devoted to Maxxon's activities. Consequently,
our business may take longer to develop, which could adversely affect our future
prospects.


                                       12
<PAGE>
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:

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

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

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

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

Our Retractable Safety 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
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 sell, although there is no assurance we will be able to obtain or to
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 retractable safety devices.

Stringent,  Ongoing  Government  Regulation  and  Inspection of Our  Retractable
Safety Devices 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 retractable safety devices,
manufacturing 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 of
our retractable safety devices. 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 Retractable Safety Devices 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.

         It is quite possible that new regulations could be proposed and adopted
which could restrict marketing of our products. 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.

                                       13
<PAGE>
Uncertainty  Of Third-Party  Reimbursement  Could Affect Our Ability To Sell Our
Retractable Safety Devices 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, 2005, we had accumulated a deficit of approximately
$(14,129,243). There is no assurance that our retractable safety devices will be
commercially viable. There is no assurance that we will generate revenue from
the sale of retractable safety devices 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.

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.

                                       14
<PAGE>
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.

         None

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

         None



                                       15
<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:

         Quarter ended                 High                  Low
         -------------                 ----                  ---
         December 31, 2005             $0.055                $0.022
         September 30, 2005            $0.063                $0.017
         June 30, 2005                 $0.033                $0.016
         March 31, 2005                $0.041                $0.030
         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

         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, 2006, 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

LIQUIDITY, CAPITAL RESOURCES AND CASH REQUIREMENTS
         As of December 31, 2005, the Company did not have and continues to not
have sufficient cash to pay present obligations as they become due. We are
searching for additional financing to generate the liquidity necessary to
continue our operations. During the next twelve months we estimate that
$1,000,000 will be required to fund the joint venture arrangement with Globe,
and approximately $400,000 will be needed to pay for operating costs such as
rent, 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

                                       16
<PAGE>
auditors have expressed substantial doubt about our ability
to continue as a going concern. We do not presently have any investment banking
or advisory agreements in place and due to the Company's risks and
uncertainties, there is no assurance that we will be successful in establishing
any such agreements. Even if such agreements are established, there is no
assurance that they will result in any funding. If we obtain additional funds by
selling any of our equity securities or by issuing common stock to pay current
or future obligations, the percentage ownership of our stockholders will be
reduced, stockholders may experience additional dilution, or the equity
securities may have rights preferences or privileges senior to the common stock.
If adequate funds are not available to us on satisfactory terms, we may be
required to cease operating or otherwise modify our business strategy. See "RISK
FACTORS."

         Because we do not currently generate any cash from operations and have
no credit facilities available, the only means of funding our development,
approval and commercialization efforts is through the sale of our common stock.
We presently have 250,000,000 shares of common stock authorized, of which
141,460,798 shares were issued and outstanding as of March 15, 2006. 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 when
needed 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.



                                       17
<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 40, 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       Compen-sation
    Position     Year    Salary(1)    Bonus                  Awards(2)     Options/SARs      Payouts
  ------------- ------- ------------- ------- -------------- ----------- ------------------ ---------- ------------
<S>             <C>      <C>          <C>        <C>         <C>               <C>           <C>          <C>

  Ron   Wheet,
  CEO            2005    $112,500(3)   $-0-       $-0-        $320,000          -0-           $-0-        $-0-

  Gifford
  Mabie,
  Former CEO
                 2004       $100,000   $-0-       $-0-          $-0-            -0-           $-0-        $-0-

</TABLE>

     (1)  Of Mr. Wheet's salary for 2005,  $27,500 remains accrued but not paid.
          All of Mr.  Mabie's salary for 2004 was accrued by the Company but not
          paid.

     (2)  Represents the fair market value as of March 15, 2006 of the 8,000,000
          shares of common stock issued to Mr. Wheet during 2005

     (3)  Mr.  Wheet's  employment  agreement  specifies  an  annual  salary  of
          $150,000.  Mr.  Wheet's 2005 salary,  as listed  above,  is lower than
          $150,000 because he became CEO of the Company in March, 2005.


                                       18
<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
      ------------------------- ---------------- ---------------- ---------------------- -------------------
     <S>                        <c>              <c>              <c>                    <c>
      Ron Wheet, CEO            N/A              N/A              0                      0

</TABLE>

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)
      ------------------------------------------- ---------------------- ------------------ --------------------
      <S>                                         <c>                       <c>                          <c>
      Rondald L. Wheet........................    CEO and Director           8,000,000                    5.65%
      2073 Shell Ring Circle
      Mt. Pleasant, SC 29466



      Sole Officer and Director and Beneficial Owners
      As a Group (2 persons).........................................        8,000,000                    5.65%

</TABLE>

Common Stock Options and Warrants Outstanding

         As of December 31, 2005 and March 15, 2006, we had a total of
35,683,236 options and warrants outstanding, which consisted of options to
purchase up to 20,619,997 shares of common stock at exercise prices ranging from
$0.001 to $0.50 per share (of which 14,966,665 were exercisable) and warrants to
purchase up to 15,063,239 shares of common stock at exercise prices ranging from
$0.001 to $0.50 per share (all of which were exercisable). Approximately
12,286,665 of the options and 2,150,000 of the warrants outstanding 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, however, 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. Subsequent to December 31,
2005, warrants to purchase 6,000,000 shares of common stock at an exercise price
of $0.001 per share were exercised.


                                       19

<PAGE>


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 2005.

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, 2005 and
2004 were $7,782 and $8,063 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, 2005 and 2004 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,
2005 and 2004 were $1,078 and $568, respectively.

All Other Fees
     All  Other  Fees  consists  of fees  related  to  review  of our  Form  S-8
registration  statements  in 2005.  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, 2005 and 2004 were $434 and $783, 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.


                                       20
<PAGE>




                                    PART F/S

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>

Audited Financial Statements

                                                                                                     <c>
Independent Auditors' Report.......................................................................      22

Balance Sheet At December 31, 2005.................................................................      23

Statements Of Operations From Inception (August 16, 1996) Through December 31, 2005
And For The Years Ended December 31, 2005 and 2004................................................       24

Statements Of Cash Flows From Inception (August 16, 1996) Through December 31, 2005
And For The Years Ended December 31, 2005 and 2004.................................................      25

Statements Of Shareholders' Equity From Inception (August 16, 1996) Through
December 31, 2005..................................................................................      27

Notes To Financial Statements From Inception (August 16, 1996) Through
December 31, 2005, And For The Years Ended December 31, 2005 and 2004..............................      29

</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, 2005 and 2004, and the related
statements of operations, shareholders' equity, and cash flows for the years
ended December 31, 2005 and 2004 and for the period from December 16, 1996
(inception) to December 31, 2005. 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,
2005 and 2004, and the results of its operations and its cash flows for the
years ended December 31, 2005 and 2004 and for the period from December 16, 1996
(inception) to December 31, 2005 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

March 24, 2006


                                       22
<PAGE>
                                  MAXXON, INC.
                         (A Development Stage Company)

                                 BALANCE SHEET
                               DECEMBER 31, 2005


<TABLE>
                                      ASSETS

                                                                                     <c>
Current assets
Cash                                                                                         $ 1,726

Investment- Globe Med Tech JV                                                                637,566
                                                                                        -------------
TOTAL ASSETS                                                                               $ 639,292
                                                                                        =============

                       LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities                                                   $ 164,437
Accrued Salaries                                                                             720,378
Notes Payable and Accrued Interest                                                           235,379
                                                                                        -------------
   Total current liabilities                                                               1,120,194
                                                                                        -------------

Total liabilities                                                                          1,120,194
                                                                                        -------------

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; 130,460,798 shares issued and outstanding                  130,460
Common stock subscribed                                                                      (34,000)
Paid in capital                                                                           13,551,881
Deficit accumulated during the development stage                                         (14,129,243)
                                                                                        -------------
   Total shareholders' deficiency                                                           (480,902)
                                                                                        -------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                             $ 639,292
                                                                                        =============

</TABLE>

The accompanying notes are an integral part of the financial statements


                                       23
<PAGE>
                                  MAXXON, INC.
                         (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
         FROM INCEPTION (AUGUST 16, 1996) THROUGH DECEMBER 31, 2005 AND
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>

                                          From inception
                                        (August 16, 1996
                                                 through                Year Ended                Year Ended
                                        December 31, 2005        December 31, 2005         December 31, 2004
                                        ------------------      -------------------        -----------------
<S>                                     <C>                     <C>                        <C>
Investment Income                               $ 170,753                      $ -                      $-
Other Income                                        3,857                        -                      50
                                        ------------------      -------------------        -----------------
                                                  174,610                        -                      50
                                        ------------------      -------------------        -----------------
Expenses
Research and development                        1,831,986                  172,440                 101,198
General and administrative                     12,364,736                1,116,057               1,445,349
                                        ------------------      -------------------        -----------------
   Total operating expenses                    14,196,722                1,288,497               1,546,547
                                        ------------------      -------------------        -----------------

Operating loss                                (14,022,112)              (1,288,497)             (1,546,497)
                                        ------------------      -------------------        -----------------
Interest income                                    17,276                        -                       -
                                        ------------------      -------------------        -----------------
Interest expense                                   49,666                   18,621                  (1,039)
                                        ------------------      -------------------        -----------------
Loss on disposal of assets                           (794)                  (2,800)                      -
                                        ------------------      -------------------        -----------------
Depreciation and amortization                      75,535                    6,465                   6,659
                                        ------------------      -------------------        -----------------
Net loss from operations                    $ (14,129,243)            $ (1,310,783)           $ (1,552,117)
                                        ==================      ===================        =================
Weighted average shares
outstanding                                    32,824,206              101,145,015              75,219,896
                                        ==================      ===================        =================
Net loss per share (Note 1)                       $ (0.43)                 $ (0.01)                $ (0.02)
                                        ==================      ===================        =================

</TABLE>

The accompanying notes are an integral part of the financial statements

                                       24
<PAGE>
                                  MAXXON, INC.
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
           FROM INCEPTION (AUGUST 16, 1996) THROUGH DECEMBER 31, 2005
<TABLE>

                                                                   From Inception
                                                                      (August 16,
                                                                    1996) through           Year Ended           Year Ended
                                                                December 31, 2005    December 31, 2005    December 31, 2004
                                                                -----------------    -----------------    -----------------
<S>                                                             <C>                   <C>                  <C>
OPERATING ACTIVITIES
Net loss                                                            $ (14,129,243)       $ (1,310,783)        $ (1,552,008)
Plus non-cash charges to earnings:
   Depreciation and amortization                                           75,525               6,465                6,550
  Common stock issued for services                                      3,248,908             607,401              954,300
  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
  Amortization of compensation cost for options
    granted to non-employees and common stock
    issued for services                                                1,775,577                   -                    -
  Allowance for doubtful accounts                                         50,900              76,300              (25,400)
  Write-off of Notes Receivable                                           14,636              14,636
  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                   -                    -
Change in working capital accounts:
   (Increase) decrease in receivables from related parties               (68,900)
   (Increase) decrease in prepaid expenses                                     -               8,333               (8,333)
   (Increase) decrease in other receivables                             (176,577)
    Increase (decrease) in accrued salaries and consulting               495,326             255,326              240,000
    Increase (decrease) in accrued interest                               18,545              18,545
    Increase (decrease) in accounts payable and accrued liabilities    1,020,985             (12,576)              74,027
                                                                    -------------       -------------         -------------
      Total operating activities                                      (4,654,895)           (336,354)            (310,864)
                                                                    -------------       -------------         -------------

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)                  -                    -
                                                                   -------------       -------------         -------------

FINANCING ACTIVITIES
Loans from shareholders                                                   13,907
Repayment of loans from shareholders                                      (8,005)                  -                3,364
Repayments of Promissory Notes                                           190,754                                   18,750
Common stock subscribed                                                        -                                   (1,000)
Sale of preferred stock for cash:                                         (1,000)
Sale of common stock for cash:
   To third-party investors (prior to merger)                            574,477                   -                    -
   To third-party investors                                             3,226,045             290,700
   From exercise of stock options                                        846,800              45,000              291,900
   Less:  Issue Costs                                                   (102,318)                  -                    -
</TABLE>

(CONTINUED ON NEXT PAGE)
The accompanying notes are an integral part of the financial statements


                                       25
<PAGE>
                                  MAXXON, INC.
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
           FROM INCEPTION (AUGUST 16, 1996) THROUGH DECEMBER 31, 2005

<TABLE>
                                                                   From Inception
                                                                      (August 16,
                                                                    1996) through           Year Ended           Year Ended
                                                                December 31, 2005    December 31, 2005    December 31, 2004
                                                                -----------------    -----------------    -----------------
<S>                                                             <C>                   <C>                  <C>
(CONTINUED FROM PREVIOUS PAGE)
Convertible debentures issued for cash                                   355,000                   -                    -
Payment of exclusive license note payable                               (100,000)                  -                    -
                                                                   -------------       -------------         -------------
      Total financing activities                                       4,995,660             335,700              313,014
                                                                   -------------       -------------         -------------

Change in cash                                                             1,726                (654)               2,150
Cash at beginning of period                                                    -               2,380                  230
                                                                   -------------       -------------         -------------
Cash at end of period                                                    $ 1,726             $ 1,726              $ 2,380
                                                                   =============       =============         =============
Supplemental disclosure of cash flow information:
   Cash paid for interest and taxes during the period                     29,084                   -                    -

Non-cash financing and investing activities:
--------------------------------------------
Investment in Globe Joint Venture                                        637,566             637,566
Common stock issued to founders                                            7,000                   -                    -
Common stock issued in connection with merger
    with Cerro Mining Corporation                                            300                   -                    -
Common stock issued in Ives merger                                       346,262                   -                    -
Common stock subscriptions                                                69,800                   -                    -
Capitalized compensation cost for options granted                      1,487,700                   -                    -
Common stock issued in exchange for promissory note                      676,500                   -                    -
Common stock issued for payment of debt                                   76,888                   -                    -
Common stock issued for convertible debentures                           190,660                   -                    -
Common stock issued for services                                         471,663                   -                    -
Common stock issued to pay Ives debt                                      27,000                   -                    -
</TABLE>

The accompanying notes are an integral part of the financial statements

                                       26
<PAGE>
                                  MAXXON, INC.
                         (A Development Stage Company)

                       STATEMENTS OF SHAREHOLDERS' EQUITY
           FROM INCEPTION (AUGUST 16, 1996) THROUGH DECEMBER 31, 2005

<TABLE>

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

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

</TABLE>

(Continued on Next Page)

The accompanying notes are an integral part of the financial statements

                                       27
<PAGE>
                                  MAXXON, INC.
                         (A Development Stage Company)

                       STATEMENTS OF SHAREHOLDERS' EQUITY
           FROM INCEPTION (AUGUST 16, 1996) THROUGH DECEMBER 31, 2005

<TABLE>

                                                                                                Deficit
                                                                                            Accumulated
                                                                                             during the
                                                          Common Stock           Paid-In    Development   Subscription
                                                        Shares      Amount       Capital          Stage     Receivable        Total
                                                    ----------    --------  ------------    -----------   ------------   ----------
<S>                                                  <C>          <C>         <C>           <C>           <C>            <C>
(continued from previous page)
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                        43,060,280    $ 43,060   10,778,415    $(11,266,451)  $ (375,496)   $ (820,472)

Issuance of Common 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                        83,338,280    $ 83,338  $11,984,337    $(12,818,460)  $ (357,746)   $(1,108,531)

Issuance of Common Stock for Cash:
   From third-party investors                       13,039,187    $ 13,039  $   277,661                                 $   290,700
   From the exercise of options                      1,800,000       1,800       43,200                                      45,000
Issuance of common stock for subscription            5,200,000       5,200       28,800                   $  (34,000)             -
Common stock issued for services                    21,250,000      21,250      455,250                                     476,500
Common stock issued pursuant to Joint Venture        5,833,331       5,833      132,000                                     137,833
Value of warrants granted pursuant to Joint Venture                             499,733                                     499,733
Value of options granted for services                                           130,900                                     130,900
Reclass of receivables against amounts owed                                                                  357,746        357,746
Net Income (Loss) at December 31, 2005                                                       (1,310,783)                 (1,310,783)
                                                    ----------    --------  ------------    -----------   ------------   ----------
Balance at December 31, 2005                       130,460,798    $130,460  $13,551,881    $(14,129,243)  $  (34,000)   $ (480,902)
                                                   ===========    ========  ============   =============  ============  ============

</TABLE>


The accompanying notes are an integral part of the financial statements

                                       28
<PAGE>
Maxxon, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
                                December 31, 2005


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 now consist of a retractable safety
syringe, a retractable safety scalpel with permanent lock and a retractable
blood drawing device. Maxxon and Globe Med Tech have established Joint Venture
arrangements to produce and distribute safety medical products including the
ReVac Safety Syringe, ReTrac Auto Retractable Safety Scalpel with Permanent
Lock, and the Auto Retractable Safety IV Catheter. The Company is working with
Globe to develop the ReVac retractable safety syringe and 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.

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

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

Segment Information
         Effective January 1, 1998, the Company adopted the provisions of SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information".
The Company identifies its operating segments based on business activities,
management responsibility and geographical location. During the period covered
by these financial statements, 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, 2005 and 2004 calculations of loss per share.

                                       29
<PAGE>

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
impairment has occurred, an impairment loss is recognized for the amount by
which the carrying amount of the asset exceeds its estimated fair value.

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

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

         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.


                                       30
<PAGE>


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
$(14,129,243) for the period from inception (August 16, 1996) to December 31,
2005. 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 syringe. 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 - Maxxon/Globe Joint Venture Agreement

         On November 3, 2005, Maxxon and Globe Med Tech, Inc. entered into a
definitive joint venture agreement to patent, develop, manufacture, market and
distribute safety needle products throughout the world. Maxxon and Globe each
own 50% of the joint venture. Maxxon contributed its safety syringe technology
and patent rights related thereto and Globe contributed its safety syringe IV
catheter and patent rights related thereto. Maxxon and Globe will each share 50%
of the costs and profits from sales of the safety syringe and safety IV
catheter. During the year ended December 31, 2005, Maxxon's share of costs
related to the development of the safety syringe were $172,440, which costs were
recorded as Research and Development expense.

         On August 11, 2005, Maxxon and Globe entered into a joint venture
agreement related to Globe's ReTrac Automatic Retractable Safety Scalpel
("Safety Scalpel"). In exchange for 50% interest in the Safety Scalpel, Maxxon
issued 5,333,333 shares of its restricted common stock to Globe and granted to
Globe warrants to purchase up to 5,333,333 shares of Maxxon common stock at
$0.02 per share for a period of three years and warrants to purchase up to
5,333,333 shares of Maxxon common stock at $0.04 per share for a period of three
years. Upon execution of the Safety Scalpel agreement, 50% of the shares and
options became vested, with the remaining 50% of the shares and options to vest
upon the first commercial sale of the Safety Scalpel. Maxxon recorded an
investment in the joint venture of $625,066, which represents the value of the
restricted shares and options on the date of the agreement. Maxxon and Globe
will each share 50% of the costs and profits from sales of the Safety Scalpel,
with Maxxon transferring 30% of its profits to Globe until such time as Globe
has received $1,250,000 from this transfer of the 30%. On November 23, 2005,
Maxxon issued an additional 500,000 shares of its common stock to Andy Wu of
Globe and recorded an additional $12,500 as an investment in the joint venture.

Note 4 - Other Commitments and Contingencies

         Employment Agreement with Rondald Wheet, CEO
         Effective March 16, 2005, the Company and Mr. Wheet entered into a two
year employment agreement. The agreement provides for an annual salary of
$150,000 with an annual salary increase equal to no less than the percentage
increase in the Consumer Price Index during the previous calendar year. As of
December 31, 2005, the Company owed Mr. Wheet $26,500.00 pursuant to his
employment agreement. Mr. Wheet has the right to participate in other businesses
as long as those businesses do not compete directly or conflict with the
business of the Company and so long as he devotes the necessary working time, as
determined in his sole discretion, to the Company's business activities. He is
responsible for the Company's substantive and financial reporting requirements
of the Securities Exchange Act of 1934, as amended, and is specifically allowed
to hire any and all professionals necessary to assist that process. The
agreement automatically renews and continues for an additional two-year period.
He is entitled to participate in all executive bonuses, provided that if he is
the sole director at the time such bonus is authorized, then an independent
third party shall render a fairness opinion as to the bonus, or such bonus shall
be put to a vote of the shareholders. The Company will provide him with all
reasonable and customary fringe benefits, including, but not limited to,
participation in pension plans, profit sharing plans, employee stock ownership
plans, stock option plans (whether statutory or not), stock appreciation rights
plans, hospitalization, medical dental disability and life insurance, vacation
and sick leave. The Company will reimburse of all his reasonable and necessary
travel, entertainment or other related expenses incurred by him in carrying out
his duties and responsibilities under the agreement. The Company will also
provide him with a cell phone, suitable office space, and membership dues in

                                       31
<PAGE>

professional organizations and for any seminars and conferences related to
Company business. During the term of the agreement,

         The Company is obligated to indemnify him for all legal expenses and
liabilities incurred with any proceeding involving him 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 his sole judgment,
he needs to retain counsel or otherwise expend personal funds for his defense.
The Company shall also provide reasonable Director and Officer insurance and/or
Warranty and Representations insurance coverage for Wheet. The terms and extent
of such insurance shall be dictated by industry standard and circumstance.

         Either party may terminate Mr. Wheet's employment under this Agreement
by giving the other party 30-days advance written notice. A decision by the
Company to terminate his employment shall require an affirmative vote of more
than 66-2/3% of the Board, except in the case of his death. If the Agreement is
terminated for cause or as a result of his death, the Company shall pay him or
his estate not later than 30 days following his termination for cause or
terminated because of his death, a lump sum severance payment consisting of his
salary and accrued salary through the date of his termination or death plus all
amounts he would have been entitled to under the Company's employee benefit
plans and a pro rata amount of bonus. If the agreement is terminated without
cause or terminated because of permanent disability or a change of control, then
the Company shall pay him not later than 30 days following the termination a
lump sum severance payment consisting of his salary for 24 months, and a pro
rata amount of bonus he is eligible to receive. If he resigns for any reason
other than a change of control, the Company shall pay him not later 30 days
following his resignation a lump sum severance payment consisting of his salary
through the date of his resignation, all amounts he is entitled to pursuant to
the Company's employee benefit plans, his salary for a period of 90 days after
his resignation and a pro rata amount of bonus he is eligible to receive under
the Company's bonus program. For one year following his resignation or
termination (except in the case of termination for cause or a change of
control), Mr. Wheet will not work for or provide any services in any capacity to
any competitor and will not solicit any of the Company's customers or accounts.

         In connection with his employment agreement, Mr. Wheet was issued a
common stock purchase warrant that allowed him to purchase up to 5,000,000
shares of Company common stock at $0.001 per share. The warrant was exercised in
April 2005.

Mutual Release and Settlement Agreement With Former CEO
         On April 14, 2005, the Company and its former CEO entered into a mutual
release and settlement agreement, pursuant to which the Company issued to the
former CEO a promissory note for $216,834.16 and warrants 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 of the former CEO and mutual releases. 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. The exercise limit is revocable by the warrant holder upon 75 days
prior notice to the Company. Subsequent to year end, the former CEO exercised
warrants to purchase 6,000,000 shares of common stock.

Amounts Due Pursuant to Employment and Consulting Agreements
         As of December 31, 2005, the Company had accrued approximately $694,000
pursuant to previous employment agreements. Although the Company plans to settle
these amounts, there is no assurance that its efforts to settle will be
successful. No litigation related to these previous employment agreements has
been initiated or threatened. There is no assurance, however, that such
litigation will not be initiated in the future.


                                       32
<PAGE>


Patent Applications for the Company's Retractable Safety Needle Devices
         Although the Company has received patents for previous safety needle
designs, the ReVac Safety Syringe, the ReTrac Auto Retractable Safety Scalpel
with Permanent Lock, and the Auto Retractable Safety IV Catheter do not yet have
patents. Globe has filed a patent application related to ReTrac and patent
applications related to ReVac and the Safety IV Catheter will be filed as soon
as practicable. Because the Company does not yet have 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.

Note 5 - Related Party Transactions

         During the first quarter of 2005, the Company entered into a mutual
release and settlement agreement with its former officer and director. See Note
4- Commitments and Contingencies.

         The Company has shared office space, staff and administrative expenses
with other companies for the past several years. From time to time, Maxxon and
the other companies borrowed from and/or make cash advances to each other for
the payment of rent and administrative expenses. Maxxon's former officer and
director and its employees may have been officers, directors, employees or
shareholders of these other companies. As of December 31, 2005, Maxxon's payable
to the other companies was $26,525. During the period ended June 30, 2005, the
Company recorded an allowance of $71,400 due from the other companies, and
reclassified amounts due from employees against amounts owed to them.

Note 6 - Equity Transactions

         During the quarter ended March 31, 2005, the Company issued 3,000,000
shares of its common stock for accounting, financial reporting and
administrative services and 750,000 shares of its common stock for legal
services. The Company recorded expense of $60,000 and $22,500, respectively. The
shares were valued based on the closing prices on the dates the shares were
issued. In addition, the Company issued 4,000 shares of its common stock
pursuant to the exercise of options and received $200 in cash.

         During the quarter ended June 30, 2005, the Company issued 6,000,000
shares upon exercise of stock options and received $90,000 in cash. The Company
issued 5,000,000 shares to Mr. Wheet upon the exercise of his warrant. The
Company recorded $174,000 in expense related to grant of the warrant. In April,
2005, Mr. Wheet exercised the warrant to purchase 5,000,000 shares of common
stock at $0.001 per share that was issued to him in connection with his
employment agreement. 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 and a warrant to purchase up to 12,913,239 shares of common
stock at $0.001 per share on or before April 14, 2010. The warrant is
exercisable 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.

         During the quarter ended September 30, 2005, the Company granted
options to purchase up to 14,000,000 shares of its common stock at exercise
prices ranging from $0.00 to $0.05 per share pursuant to a legal services
agreement and recorded $130,900 as legal expense. The Company issued 9,000,000
shares of its common stock for pursuant to the exercise of stock options for
which the Company received $20,000 in cash and a subscription for $34,000. The
Company also issued 3,000,000 shares of common stock to Mr. Wheet pursuant to
the Company's Stock Incentive Plan and recorded $27,000 in expense related to
the stock issuance. The Company issued 5,333,333 restricted shares of common
stock to Globe Med Tech pursuant to the joint venture agreement. In addition,
pursuant to the joint venture agreement, the Company granted to Globe options to
purchase up to 5,333,333 shares of Maxxon common stock at an exercise price of
$0.02 per share for a period of three years and 5,333,333 shares of Maxxon
common stock at an exercise price of $0.04 per share for a period of three
years. Of the options granted, 2,666,666 at $0.02 per share and 2,666,666 at
$0.04 per share are


                                       33
<PAGE>

exercisable and the remaining shares will become exercisable
upon the first sale of the ReTrac Automatic Retractable Safety Scalpel. The
Company recorded $625,066 as an investment in the joint venture, based upon the
value of the common stock and options on the date of the agreement. Globe's
president, Andy Hu, was granted options to purchase one million shares of Maxxon
common stock at a price of $0.025 per share on or before December 31, 2006 in
consideration of his becoming Chief Technology Officer of Maxxon. No
compensation cost was recorded as the exercise price was greater than the market
price on the date of grant. The Company issued 4,035,186 shares of common stock
to third party investors for $110,500 in cash.

         During the quarter ended December 31, 2005, the Company issued
3,000,000 shares of common stock to third party investors for $90,000 in cash.
The Company issued 2,000,000 shares of common stock pursuant the exercise of
options at prices ranging from $0.001 per share to $0.025 per share, issued
5,500,000 shares of common stock for services valued at $145,000; and issued
500,000 shares of common stock pursuant to the joint venture and recorded
$12,500 as an investment in the joint venture.

     See Note 9. "Subsequent Events" for equity transactions that occurred after
December 31, 2005.


Note 7 - Stock Options and Warrants Outstanding

     The  following  tables  summarize  information  about the stock options and
warrants outstanding at December 31, 2005:

<TABLE>
                                                                                                        Average
                                                        Options       Warrants          Total    Exercise Price
                                                  -------------- -------------- -------------- -----------------
     <S>                                          <C>             <C>            <C>                    <C>

      Balance at 12/31/04                             5,834,000      7,587,000     13,421,000            $0.275
      Granted                                        25,666,664     17,913,239     43,579,903            $0.020
      Exercised                                    (10,004,000)    (5,000,000)   (15,004,000)            $0.025
      Expired/Forfeited                               (876,667)    (5,437,000)    (6,313,667)            $0.250
                                                  -------------- -------------- --------------
      Balance at 12/31/05                            20,619,997     15,063,239     35,683,236            $0.250
                                                  ============== ============== ==============

</TABLE>

<TABLE>


                                        Options & Warrants Outstanding                     Exercisable
                              ---------------------------------------------------- ----------------------------
      Range of Exercise                              Weighted
                                                      Average                                         Weighted
                                        Number      Remaining            Weighted           Number     Average
                                 Outstanding at    Contractual            Average      Exercisable    Exercise
      Price                            12/31/05          Life      Exercise Price      at 12/31/05       Price
      ----------------------- ------------------ ------------- ------------------- ---------------- -----------
      <S>                           <C>           <C>                      <C>         <C>              <C>
      Options
      $0.001 - $0.50                 20,619,997    2.64 years               $0.08       14,966,665       $0.09

      Warrants
      $0.001 - $0.50                 15,063,239    3.96 years               $0.04       15,063,239       $0.04
                              ------------------                                   ----------------
                                     35,683,236                                         30,029,904
                              ------------------                                   ----------------
</TABLE>



                                       34
<PAGE>


Note 8 - 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.

Note 9.           Subsequent Events

         Subsequent to the year ended December 31, 2005, the Company issued
5,000,000 shares for the payment of consulting services and 6,000,000 shares
pursuant to the exercise of warrants at $0.001 per share.


                                       35
<PAGE>

Index to and Description of Exhibits

EX
No.  Description of Exhibit

2.1  Amended Articles of Incorporation (filed as Exhibit 2.1 to our Amended Form
     10-SB filed August 15, 2001)

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

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

10.1 Maxxon-Globe  Joint Venture Agreement dated November 3, 2005  (incorporated
     herein by reference to Exhibit 10.1 of Maxxon's Form 10-QSB for the quarter
     ended September 30, 2005, filed with the SEC on November 17, 2005)

10.2 Maxxon-Globe Medical Tech Inc. Safety Scalpel Joint Venture agreement dated
     August 11,  2005  (incorporated  herein by  reference  to  Exhibit  10.2 of
     Maxxon's  Form 10-QSB for the quarter  ended June 30, 2005,  filed with the
     SEC on August 19, 2005.)

10.3 Employment   Agreement  with  Rondald  L.  Wheet  (incorporated  herein  by
     reference  to Exhibit  10.3 of Maxxon's  Form 10-QSB for the quarter  ended
     June 30, 2005, filed with the SEC on August 19, 2005.)

10.4 Mutual Release and Settlement Agreement between Maxxon, Inc. and Gifford M.
     Mabie dated April 14, 2005  (incorporated  herein by  reference  to Exhibit
     10.13 of Maxxon's Form 10-KSB for the year ended  December 31, 2004,  filed
     with the SEC on April 15, 2005.)

10.5 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)

31.1 Certification of Chief Executive Officer and Chief Financial Officer
     Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification of Chief Executive Officer and Chief Financial Officer
     Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
     of the Sarbanes-Oxley Act of 2002*

* Filed Herewith



                                       36
<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 11, 2006