UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~June~~December 20 22, ~~2005~~2006

__________________

MAXUS TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE		000-26337		82-0514605
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~18300~~1600 ~~Sutter~~ California ~~Blvd.~~Circle

~~Morgan Hill~~Milpitas, California ~~95037~~95035

(Address of principal executive offices, including zip code)

(408) ~~782~~ 956-~~2005~~8888 x 339

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

18300 Sutter Blvd.

Morgan Hill, California 95037

(408) 782-2005

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. (d) ~~Departure~~ Election of Directors ~~or Principal Officers~~; ~~Election of Directors;~~ Appointment of Principal Officers.

On ~~June 20~~ December 7, ~~2005~~2006, shareholders of Maxus Technology Corporation (the ~~Board~~“Company”), comprising ofapproximately ~~Directors~~62% of ~~Maxus~~the ~~appointed~~issued L.and ~~Bruce~~outstanding ~~Glasser~~shares toof ~~fill~~ the ~~vacancy~~ Company’s ~~created~~common bystock, ~~Michelle~~executed ~~Whatmore’s~~a ~~resignation~~written ~~from~~consent electing Martin Nielson, Gary Powers, and Paul Goodman as members of the ~~board.~~Company’s MrBoard of Directors. ~~Glasser~~Such is election was ratified at a ~~Managing~~meeting ~~Director~~of the Board of ~~Jesup~~Directors &held ~~Lamont~~on ~~Securities~~December 18, ~~Corporation~~2006. In addition, at the meeting held on December 18, 2006, the Board of Directors appointed Martin Nielson as Chairman of Board and President of the Company, and appointed Gary Powers as Secretary of the Company.

~~Pursuant~~The to Company ~~the~~also terms of an engagement agreement between Maxus and Jesup & Lamont dated October 7, 2004, Jesup & Lamont was engaged as the exclusive financial advisor and placement agent in connection with the placement of certain securities of Maxus on a reasonable best efforts basis. In consideration for the services to be rendered by Jesup & Lamont, Maxus has agreed to pay a retainer fee of 250,000 shares of Maxus’ common stock with 125,000 shares paid at the time the engagement letter was executed and another 125,000 shares due upon Jesup & Lamont raising a minimum of $5 million in funding for the company. Additionally, Maxus pays Jesup & Lamont a monthly work fee in the amount of $15,000 per month payable in the equivalent value of shares of common stock of Maxus. Maxus has also ~~agreed~~moved toits ~~pay~~principle ~~Jesup~~executive &offices ~~Lamont a success fee equal~~ to ~~eight~~1600 ~~percent of the gross proceeds of any placements of Maxus~~California ~~securities~~ Circle, as well as warrants exercisable for Maxus common stock in an amount of shares equal to ten percent of the aggregate number of securities sold in any such placement. In connection with any transaction or series of transactions pursuant to which Jesup & Lamont provides investment banking services for MaxusMilpitas, ~~Mr.~~CA ~~Glasser as a Managing Director of Jesup & Lamont would have a financial interest in such transaction~~95035.

The ~~engagement~~ biographies ~~letter has a term~~ of ~~12 months unless it is either (i) extended by agreement of~~ the ~~parties~~new ordirectors (ii) terminated sooner by either party providing 30-days written notice to the other party. Any financing of Maxus, secured or placed within 12 months of the termination or expiration of the engagement letter with any investor identified or contacted by Jesup & Lamont while the engagement letter was in effect, shall result in the above fees being due and ~~payable~~ byofficers ~~Maxus.~~are ~~Additionally, at any time during the term of the engagement letter and for 12 months thereafter, Maxus has agreed to provide Jesup & Lamont with the right of first refusal to act~~ as ~~Maxus’ exclusive placement agent for any of the following actions that Maxus may undertake~~follows: debt financing; raise of equity or equity-linked securities via a public offering or private placement; pursue a merger, acquisition or divestiture, or any other action requiring investment banking services. In each case in which the right of first refusal may be exercised by Jesup & Lamont, such action shall be undertaken pursuant to a separate engagement letter that shall provide for, among other things, mutually acceptable terms, conditions, indemnification and compensation for such services, which terms shall be substantially similar to those of the particular activity allowing Jesup & Lamont a right of first refusal.

APaul ~~copy~~ Goodman is a partner in the New York City law firm of Cyruli Shanks and Zizmor and concentrates on the ~~press~~representation ~~release~~of ~~announcing~~Internet and New Media clients handling a wide range of corporate and financing transactions including venture capital, angel round investing and mergers and acquisition. Over the ~~appointment~~last two years he has advised New Media companies on over two dozen financings and mergers. He is also on the Board of Directors of SecureLogic Corp. (OTCBB: SLGI), which develops and markets systems that manage the movement of people and baggage through airports. SecureLogic's systems integrate unique security methodologies with state-of-the-art screening and baggage handling technologies, providing a comprehensive baggage screening and passenger screening security solution. Mr. ~~Glasser~~Goodman asreceived his law degree from the City University of New York and also holds a Bachelors and Masters Degree in Computer Science. He was formerly a faculty member of the Queens College Computer Science Department ~~Maxus’~~ and is ~~Board~~the author of ~~Directors~~five isbooks ~~attached~~on ~~hereto~~programming.

Gary Powers, a mechanical engineer by education, is co-founder and President of e-Cycle Solutions of Alberta, Canada, and a leader in processing e-waste and asset recovery. At e-Cycle, Mr. Powers oversaw the design of one of Canada's few automated processing facilities for the handling of e-waste. Mr. Powers is also on the board of directors of and is a Vice President of Global Electronics Recovery, Inc., a California based asset recovery and e-waste recycling company. He is a significant shareholder of Maxus both directly, and through another company he controls, 1183230 Alberta Ltd. Mr. Powers was previously chief operating officer of the Company and an executive with Maxus Technology, Ltd., which was acquired by Medinex Systems, the previous name of the Company, in a reverse merger.

Martin Nielson is the Chairman and CEO of Global Electronics Recovery, Inc. a California based asset recovery and e-waste recycling company. He is also a director of Innova Robotics and Automation, Inc., a Fort Myers, FL based technology firm (OTBCC:INRA) where he was also previously chairman and CEO; a founder and chairman of AltosBanCorp, Inc., a mergers and acquisitions firm; and a partner in Altos-Blumberg Partners LLC an electronics industry consulting firm. He was previously a director and officer of Advanced Communications Technologies, Inc. (OTCBB:ADVC), a New York City based firm in the electronics reverse logistics field, and held various executive and board positions with subsidiaries of that company. During his 30 year career, Mr. Nielson has also held numerous executive positions with notable firms such as the Gap and Businessland, both of the San Francisco Bay Area, and has been an advisor to large publicly traded firms including Corporate Express, in the Denver area, and Nurdin & Peacock in London. Mr. Nielson did his undergraduate studies at San Jose State University and his graduate studies at San Francisco State University’s graduate school of business.

Gary Powers, a mechanical engineer by education, is co-founder and President of e-Cycle Solutions of Alberta, Canada, and a leader in processing e-waste and asset recovery. At e-Cycle, Gary oversaw the design of one of Canada's few automated processing facilities for the handling of e-waste. Mr. Powers is also on the board of directors of and is a Vice President of Global Electronics Recovery, Inc., a California based asset recovery and e-waste recycling company. He is a significant shareholder of Maxus both directly, and through another company he controls, 1183230 Alberta Ltd. Mr. Powers was previously chief operating officer of the Company and an executive with Maxus Technology, Ltd., which was acquired by Medinex Systems, the previous name of the Company, in a reverse merger.

Paul Goodman is a partner in the New York City law firm of Cyruli Shanks & Zizmor, LLP and concentrates on the representation of small cap public companies, Internet and New Media clients handling a wide range of corporate and financing transactions including venture capital and mergers and acquisition. He is also on the Board of Directors of SecureLogic Corp. (OTCBB: SLGI), which develops and markets systems that manage the movement of people and baggage through airports. SecureLogic's systems integrate unique security methodologies with state-of-the-art screening and baggage handling technologies, providing a comprehensive baggage screening and passenger screening security solution. Mr. Goodman received his law degree from the City University of New York and also holds a Bachelors and Masters Degree in Computer Science. He was formerly a faculty member of the Queens College Computer Science Department and is the author of five books on programming.

A copy of the press release announcing these appointments is attached hereto.

FORWARD LOOKING STATEMENTS

This Form 8-K ~~contains~~may contain statements that are forward-looking in nature~~, including statements about Maxus’ closing any financing or other transaction requiring investment banking services~~. These statements are subject to risks and uncertainties that may cause actual results to differ materially from those stated in this Form 8-K. Factors that might affect actual outcomes include, but are not limited to, our ability to attract third party debt financing or funding from investors interested in our company. For a more detailed discussion of these and associated risks, see Maxus’ most recent documents filed with the Securities and Exchange Commission. All forward-looking statements included in this release are based upon information available to Maxus as of the date of the release, and we assume no obligation to update any such forward-looking statement.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.		Description
99.1		Press Release dated June 24, 2005
99.2		Press Release dated December 22, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAXUS TECHNOLOGY CORPORATION By: /s/ ~~Patrick~~Martin ~~Mulvey~~Nielson ~~Patrick~~Martin ~~Mulvey~~Nielson Chief Executive Officer

Date: ~~June 24~~ December 22, ~~2005~~ 2006

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated June 24, 2005
99.2		Press Release dated December 22, 2006

Filing Compare · MAXUS TECHNOLOGY CORP