U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the quarter ended September 30, 2000

           [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
For the transition period from .................... to .........................

                        Commission file number: 000-26971

                            MAXX INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)



           Utah                                           87-0284871
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

c/o Solomon Broadcasting International, Inc.
130 S. El Camino Drive, Beverly Hills, CA                           90212
--------------------------------------------                      ----------
(Address of principal executive offices)                          (Zip Code)

Issuer's Telephone Number:   301-205-6220

________________________________________________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report)

     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 [X] No

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ______ No ______

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: ___________________ shares of
common stock as of September 30, 2000.

Transitional Small Business Disclosure Format (check one);   Yes [  ]   No [X]


<PAGE>

                                TABLE OF CONTENTS





                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.................................................1

         CONSOLIDATED BALANCE SHEETS AS OF
         SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998 (UNAUDITED) ..........2

         STATEMENT OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
         AND YEARS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED)...............3

         STATEMENT OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
         AND YEARS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED)...............4

         STATEMENT OF STOCKHOLDERS' EQUITY
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
         AND YEARS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED)...............5

ITEM 2   MANAGEMENT DISCUSSION AND ANALYSIS
         OR PLAN OF OPERATION ................................................10


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS....................................................11

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS............................12

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES......................................12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................12

ITEM 5.  OTHER INFORMATION....................................................12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................12


SIGNATURES....................................................................13




<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

     The following unaudited Financial Statements for the period ended September
30, 2000, have been prepared by the Company.


                                       1
<PAGE>


                     MAXX INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
              AS OF SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        SEPTEMBER 30,   DECEMBER 31,  DECEMBER 31,
                                                                                            2000            1999          1998
                                                                                        -------------   ------------  ------------
<S>                                                                                      <C>              <C>            <C>
                                               ASSETS
Current Assets:

              Cash                                                                       $    21,194      $  20,489      $      0
              Accounts Receivable                                                             13,383
              Due From Stockholder                                                            49,974
              Compact Disc and Video Production Costs                                        692,407
              Concert Pre-Production Costs                                                   661,898
              Other Current Assets                                                            51,840
                                                                                         -----------      ---------      --------

                         Total Current Assets                                              1,490,696         20,489             0

              COMPUTER EQUIPMENT AND LEASEHOLD
                IMPROVEMENTS, Net of $13,010 Accumulated
                Depreciation and Amortization                                                 50,061
              BOOK RIGHTS, Net of $16,467 Accumulated Amortization                           548,148
              ORGANIZATION COSTS, Net of $6,411
                Accumulated Amortization                                                      40,306
              GOODWILL, Net of $54,324 Accumulated Amortization                            2,664,541
                                                                                         -----------      ---------      --------

                         TOTAL ASSETS                                                    $ 4,793,752      $  20,489      $      0
                                                                                         ===========      =========      ========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

              Accounts Payable and Accrued Expenses                                      $ 1,127,715                     $ 35,000
              Loans Payable                                                                  433,681
              Notes Payable                                                                  800,000
                                                                                         -----------      ---------      --------

                         Total Current Liabilities                                         2,361,396              0        35,000
                                                                                         -----------      ---------      --------

Stockholders' Equity:

              Common Stock, $0.01 Par Value, 50,000,000 Authorized,
                26,656,144 Shares Issued and Outstanding at September 30, 2000
                and 9,048,171 Shares at December 31, 1999
                and 3,048,171 Shares at December 31, 1998                                    266,562         90,482        30,482
              Additional Paid-in Capital                                                   6,859,986        116,700        31,700
              Accumulated Deficit                                                         (4,694,192)      (186,693)      (97,182)
                                                                                         -----------      ---------      --------

                         Total Stockholders' Equity                                        2,432,356         20,489       (35,000)
                                                                                         -----------      ---------      --------

                         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 4,793,752      $  20,489      $      0
                                                                                         ===========      =========      ========

</TABLE>

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



                                       2
<PAGE>


                    MAXX INTERNATIONAL, INC. AND SUBSIDIARY
                            STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                   AND YEARS ENDED DECEMBER 31, 1999 AND 1998
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                      NINE MONTHS
                                                          ENDED              YEARS ENDED DECEMBER 31,
                                                      SEPTEMBER 30,      -------------------------------
                                                          2000               1999               1998
                                                      ------------       ------------       ------------
<S>                                                   <C>                <C>                <C>
INCOME

  Net Sales                                           $     63,755       $          0       $          0
  Interest Income                                              919                489                  0
                                                      ------------       ------------       ------------

GROSS INCOME                                                64,674                489                  0
                                                      ------------       ------------       ------------

EXPENSES

  General and Administrative                             2,435,507             90,000                480
                                                      ------------       ------------       ------------

     Total Expenses                                      2,435,507             90,000                480
                                                      ------------       ------------       ------------

LOSS FROM OPERATIONS                                    (2,370,833)           (89,511)              (480)
                                                      ------------       ------------       ------------

DEBT FORGIVENESS ON SETTLEMENT OF PAYABLE                        0                  0             51,915

EXTRAORDINARY WRITEOFF                                  (2,136,666)                 0                  0
                                                      ------------       ------------       ------------

NET INCOME (LOSS)                                     $ (4,507,499)      $    (89,511)      $     51,435
                                                      ============       ============       ============

BASIC INCOME (LOSS) PER SHARE                         $      (0.17)      $      (0.01)      $       0.02
                                                      ============       ============       ============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                  27,273,795          7,634,474          3,048,171
                                                      ============       ============       ============
</TABLE>

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


                                       3
<PAGE>


                     MAXX INTERNATIONAL, INC. AND SUBSIDIARY
                             STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                   AND YEARS ENDED DECEMBER 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                NINE MONTHS        YEARS ENDED
                                                                                   ENDED           DECEMBER 31
                                                                               SEPTEMBER 30,  ---------------------
                                                                                    2000         1999       1998
                                                                               -------------  ---------   ---------
<S>                                                                             <C>           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net Income (Loss)                                                       $(4,507,499)  $ (89,511)  $ 51,435

        Adjustments to Reconcile Net Income (Loss) to Net Cash
          Used by Operating Activities:
          Extraordinary Writeoff                                                  2,136,666
          Depreciation and Amortization                                              76,948           0          0
          Decrease in Accounts Receivable                                             7,209           0          0
          Increase in Other Current Assets                                          (48,190)          0          0
          Increase in Compact Disc and Video Production Costs                      (215,843)          0          0
          Decrease in Concert Pre-Production Costs                                  133,102           0          0
          Increase (Decrease) in Accounts Payable and Accrued Expenses            1,076,266     (32,461)   (51,435)
                                                                                -----------   ---------   --------

                       Net Cash Used by Operating Activities                     (1,341,341)   (121,972)         0
                                                                                -----------   ---------   --------

CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of Computer Equipment                                              (28,008)          0          0
        Loans to Stockholder                                                       (147,450)          0          0
        Repayment of Loans to Stockholder                                            50,043           0          0
        Cash Paid for Credit Card Rights                                           (115,000)          0          0
        Cash Paid for Calling Card Rights                                          (155,000)          0          0
        Cash Paid for Organization Costs                                            (45,166)          0          0
                                                                                -----------   ---------   --------

                       Net Cash Used by Investing Activities                       (440,581)          0          0
                                                                                -----------   ---------   --------

CASH FLOWS FROM FINANCING ACTIVITIES
        Cash Received in Connection with Stock Acquisition                          168,800           0          0
        Cash Received for Issuance of Stock                                         700,146     142,461          0
        Cash Paid for Purchase and Retirement of Stock                              (20,000)
        Cash Received on Loans Payable                                              553,681           0          0
        Repayment of Loans Payable                                                 (120,000)          0          0
        Cash Received for Note Payable                                              500,000           0          0
                                                                                -----------   ---------   --------

                       Net Cash Provided by Financing Activities                  1,782,627     142,461          0
                                                                                -----------   ---------   --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               705      20,489          0

CASH AND CASH EQUIVALENTS, Beginning                                                 20,489           0          0
                                                                                -----------   ---------   --------

CASH AND CASH EQUIVALENTS, Ending                                               $    21,194   $  20,489   $      0
                                                                                ===========   =========   ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
        Cash Paid During the Period for:
                       Interest                                                 $         0   $       0   $      0
                       Income Taxes                                             $         0   $       0   $      0

</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>

                                         MAXX INTERNATIONAL, INC. AND SUBSIDIARY
                                            STATEMENT OF STOCKHOLDERS' EQUITY
                                      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                       AND YEARS ENDED DECEMBER 31, 1999 AND 1998
                                                       (UNAUDITED)

                                                                           Additional                         Total
                                                Common Stock                Paid-in        Accumulated     Stockholders'
                                             Shares          Amount         Capital         (Deficit)         Equity
                                         -------------------------------------------------------------------------------
<S>                                         <C>             <C>            <C>              <C>             <C>
Balance, January 1, 1998                    3,048,171       $ 30,482       $   31,700     $  (148,617)      $  (86,435)

Net Income for the Year Ended
  December 31, 1998                                                                            51,435           51,435

                                         ------------------------------------------------------------------------------
Balance, January 1, 1999                    3,048,171         30,482           31,700         (97,182)         (35,000)

Net Loss for the Year Ended
  December 31, 1999                                                                           (89,511)         (89,511)

Issuance of Common Stock
  for Cash and Debt                         6,000,000         60,000           85,000                          145,000


                                         ------------------------------------------------------------------------------
Balance, January 1, 2000                    9,048,171         90,482          116,700        (186,693)          20,489
                                         ------------------------------------------------------------------------------

Two For One Stock Split
   July 1, 2000                            14,591,397        145,914         (145,914)                               0

Net Loss for the Nine Months Ended
  September 30, 2000                                                                       (4,507,499)      (4,507,499)

Redemption and Retirement of
  Stock                                    (6,400,000)       (64,000)          44,000                          (20,000)

Issuance of Common Stock
  for Cash and Purchase of Assets
  and Subsidiary                            9,416,576         94,166        6,845,200                        6,939,366
                                         ------------------------------------------------------------------------------

Balance, September 30, 2000                26,656,144       $266,562       $6,859,986     $(4,694,192)      $2,432,356
                                         ==============================================================================

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


                                                            5
</TABLE>

<PAGE>


                    MAXX INTERNATIONAL INC. AND SUBSIDIARY
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2000

NOTE 1-     SIGNIFICANT ACCOUNTING POLICIES, ORGANIZATION AND
            BUSINESS

            The financial statements presented are those of Maxx International
            Inc. and Subsidiary (the "Company")formerly Area Investment and
            Development Company. The Company was organized under the laws of the
            State of Utah on June 10, 1970. The Company was organized for the
            purpose of seeking potential business ventures.

            On February 19, 2000 the Company closed on an Asset Acquisition
            Agreement with Maxx International, Inc., ("Maxx") whereby the
            company acquired all of Maxx's assets in exchange for 3,500,000
            restricted shares of the Company's $.01 par value common stock. On
            April 17, 2000 the Company legally changed its name to Maxx
            International Inc. No liabilities or other encumbrances were
            acquired from Maxx in the asset acquisition.

            On March 27, 2000 the Company closed on a stock purchase agreement
            with Pure Vision Internet Inc.(The "Subsidiary") The Company
            acquired all of the Subsidiary's shares in exchange for 2,043,226
            shares of the Company's common stock, par value $.01 per share and
            various options exercisable at various times. A fair market
            valuation is being performed.

            Use of Estimates

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

            Doubtful Accounts

            Accounts receivable have been adjusted for all known uncollectible
            accounts and an additional allowance for doubtful accounts has not
            been provided as the amount is not considered material.

            Fair Value of Financial Instruments

            Unless otherwise indicated, the fair values of all reported assets
            and liabilities which represent financial instruments (none of which
            are held for trading purposes) approximate the carrying values of
            such amounts.

                                        6

<PAGE>


                    MAXX INTERNATIONAL INC. AND SUBSIDIARY
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2000

            Fair Value of Financial Instruments

            Unless otherwise indicated, the fair values of all reported assets
            and liabilities which represent financial instruments (none of which
            are held for trading purposes) approximate the carrying values of
            such amounts.

            Property, Equipment and Depreciation

            Property and equipment are stated at original cost to the Company.
            The property and equipment are primarily being depreciated over
            lives established by the Modified Accelerated Cost Recovery System
            (MARCS), which approximates depreciation under generally accepted
            accounting principles, as follows: five to seven years for
            equipment, and ten to 39 years (straight-line) for the property.

            Book Rights

            The Company acquired the rights to publish various books. The rights
            are stated at original cost to the Company. The rights are being
            amortized over a 20 year life using the straight line method.

            Organization Costs

            Organization Costs are being amortized under the straight line
            method over a period of 60 months.

            Goodwill

            The Company acquired all of the stock of Pure Vision Internet Inc.
            The stock is presently being recorded at $.50 per share. Goodwill is
            being amortized over a 10 year life using the straight line method.


NOTE 2 -    DUE FROM STOCKHOLDERS

            Due from stockholders represents short-term non-interest bearing
            loan balances.





                                        7

<PAGE>


                    MAXX INTERNATIONAL INC. AND SUBSIDIARY
                   NOTES TO UNAUDITED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 2000


NOTE 3 -    CREDIT CARD AND CALLING CARD RIGHTS

            These costs are being written off in connection with the potential
            termination of a licensing arrangement.

NOTE 4 -    LOANS PAYABLE

            Loans payable represents short-term non-interest bearing loans.

NOTE 5 -    NOTE PAYABLE AND SUPPLEMENTAL DISCLOSURE OF NON-CASH
            INVESTING AND FINANCING ACTIVITIES

            Note payable of $500,000 represents a non-interest bearing demand
            note which is intended to be converted to equity.

            The Company borrowed $300,000 from Itex Corporation. The note bears
            interest at 18% per annum and is due October 2, 2000. The note is
            currently in default and the Company is seeking an extension of time
            for repayment. The proceeds of the note were paid directly to the
            licensor of the credit and calling card rights.

NOTE 6 -    SUBSEQUENT EVENTS

            The former president and majority stockholder of the Company has
            filed suit against the Company in U.S. District Court for the
            Southern District of New York, claiming entitlement to certain
            shares of the Company and reimbursement of expenses and salary. The
            Company believes it has meritorious defenses to the action and has
            counterclaimed for damages against Mr. Garson.

            Maxx is party to a Sub-License Agreement with Second Renaissance,
            L.L.C. granting the right to manufacture and sell credit and debit
            cards imported with images from the Vatican Library Collection. The
            contract is subject to the approval of the Office of Sales of
            Publications and Reproductions of the Vatican Museums of the
            Sovereign State of Vatican City.

            The only economic obligation of the contract is the payment of a
            royalty based on receipts from the sale of products produced under
            the sub-license. There is a fixed schedule of minimum royalties
            subject to achieving the minimum performance standards, the term of
            the agreement is 15 years.

            The Company retired 6,400,000 shares effective September 30, 2000.

Maxx International Inc.
Form 10-QSB Filing Date

Type: EX-27

                                        8

<PAGE>

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS
         OR PLAN OF OPERATION

     The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-QSB and the previously filed Form 10-KSB for the period ending
December 31, 1999.

PLAN OF OPERATION

     The mission of Maxx International, Inc. (the "Company") is to own and
manage Web content and media assets which are packaged and converged across
multiple distribution platforms to provide multifaceted revenue streams and
increase stockholder equity.

     The Company is presently seeking to form a strategic alliance with another
entity and or investor to help satisfy its current cash flow needs for the next
twelve months. The Company is in the unique position of owning the exclusive
worldwide licensing rights to the seven private prayer books written by His
Holiness Pope John Paul II. Although there can be no assurance, a significant
publishing advance of $5,000,000 to $8,000,000 is anticipated once the approved
translations are received from the Vatican. The Company's marketing program
includes the distribution of a collection of music compact discs with unique
characteristics. This will involve famous national and international
entertainment idols, actors and sports stars reading various prayers contained
within the Pope's Prayer Books, combined with music.

     In March 2000, the Company acquired 100% of the outstanding stock of Pure
Vision Internet Inc. ("Pure Vision") which manages 35,000 digital video and
audio files daily. Pure Vision is well established in the areas of web site
template development, video streaming, webcasting, web conferencing, hosting
sites, automatic e-commerce store generator, domain name provider and ISP/DSL
reseller. The main focus of Pure Vision for the last three years has been their
Web site www.thegospel.com. The Gospel.com is a Christian Web Community that
links the churches and ministries of today with the furthest points of the
world. As the Company develops, additional personnel will be required to staff
the various business centers.

     The costs related to credit and calling card rights are being written off
in connection with the potential termination of a licensing arrangement.

     The Company's operation to date consumed substantial amounts of cash. The
negative cash flow from operations is expected to continue and may accelerate in
the foreseeable future. The rate at which the Company expends its resources is
variable and may accelerate, depending on many factors, many of which are
outside the control of the Company. The Company anticipates that it will require
additional financing to fund its operations. Future financing may result in
additional issuance of debt, preferred stock and/or common stock securities, in
dilution to the holders of the common stock. Any such financing, if required,
may not be available on satisfactory terms or at all. There can be no assurance
that additional investments or financing will be available as needed to support
the development of the Company's products. Failure to obtain such capital on a
timely basis could result in lost business opportunities, or the financial
failure of the company.

                                        9

<PAGE>

     The former president and majority stockholder of the Company has filed suit
against the Company in U.S. District Court for the Southern District of New
York, claiming entitlement to certain shares of the Company and reimbursement of
expenses and salary. The Company believes it has meritorious defenses to the
action and has counterclaimed for damages against Mr. Garson.

     Maxx is party to a Sub-License Agreement with Second Renaissance, L.L.C.
granting the right to manufacture and sell credit and debit cards imported with
images from the Vatican Library Collection. The contract is subject to the
approval of the Office of Sales of Publications and Reproductions of the Vatican
Museums of the Sovereign State of Vatican City.

     The only economic obligation of the contract is the payment of a royalty
based on receipts from the sale of products produced under the sub-license.
There is a fixed schedule of minimum royalties subject to achieving the minimum
performance standards, the term of the agreement is 15 years.

     The Company retired 6,400,000 shares effective September 30, 2000.

     These financial statements have not been reviewed by outside auditors. The
Company is presently in the process of retaining an outside accounting firm.

FORWARD LOOKING STATEMENTS

     Certain statements in this Quarterly Report that are not historical facts
constitute "forward-looking statements" within the meaning of the Federal
securities laws. Discussions containing such forward-looking statements may be
found in this sections entitled, "Management's Discussion and Analysis or Plan
of Operations", as well in this Quarterly Report generally. In addition, when
used in this Quarterly Report the words "anticipates," "intends," "seeks,"
"believes," "plan," "estimates," and "expects" and similar expressions as they
relate to us or our management are intended to identify such forward-looking
statements. Such statements are subject to a number of risks and uncertainties.
Our actual results, performance or achievements could differ materially from the
results expressed in, or implied by, these forward-looking statements. We
undertake no obligation to revise these forward-looking statements to reflect
any future events or circumstances.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     There are presently no other material pending legal proceedings to which
the Company or any of its subsidiaries is a party or to which any of its
property is subject and, to the best of its knowledge, no such actions against
the Company are contemplated or threatened.

                                       10

<PAGE>

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     This Item is not applicable to the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     This Item is not applicable to the Company.

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

     This Item is not applicable to the Company.

ITEM 5. OTHER INFORMATION

     This Item is not applicable to the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     1) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.

     2) Reports on Form 8-K

     A Form 8-K dated July 5, 2000, was filed reporting that on June 21, 2000,
the Company announced that its Board of Directors had declared a two-for-one
stock split in the form of a 100% stock dividend. The record date for the stock
split was set for June 30, 2000. One additional share of the Company's common
stock was distributed for each outstanding share on or about July 6, 2000.

     Additionally, the Form 8-K dated July 5, 2000, reported that: (i) on June
5, 2000, the Board of Directors of the Company accepted the resignation of Rick
Garson as an officer and director of the Company; (ii) effective June 5, 2000,
the remaining directors elected Joseph Congiusti as a director of the Company;
and, (iii) on June 27, 2000, the Company entered into a Consulting Agreement
with Doyle Capital Management, Inc., a Nevada corporation.

                                       11

<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            MAXX INTERNATIONAL, INC.

Date:  December 26, 2000                    By: /S/  ADLEY SAMSON
      --------------------------                -------------------------------
                                                Adley Samson, C.F.O.

                                       12