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

                                  FORM 10K-SB

(Mark One)

(X)      Annual Report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934 For the Fiscal Year Ended December 31, 2002.
                                       OR
(        ) Transition Report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Transaction Period from ______ to
         ________.

Commission File Number       333-46828


                                  Clixtix, Inc.
                 (Name of Small Business Issuer in its Charter)

      New York                                           13-3526402
  (State or other jurisdiction of             (IRS EmployerIdentification No.)
   Incorporation or organization)

                           Suite 1807 - 1501 Broadway
                               New York, NY 10036
           (Address of Principal executive Offices including zip code)

                                 (212) 768-2990
                           (Issuer's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

Check whether the issuer: (1) filed all reports to be filed by Section 13 or
15(d of the Exchange Act during the past 12 months (or 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_________
                       ------------------

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 byreference 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:  $227,715

<PAGE>

State the aggregate market value of the voting and non-voting common equity
heldby 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 aspecified date within the past 60 days (see definition of affiliate in Rule
12b-2 of the Exchange Act.): $560,000 as at March 26, 2003 based on the closing
price of the common shares of $0.10 per share.

                   (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 REGISTRANTS)

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 10,228,000 shares of common
stock were outstanding as at February 28, 2003.

         Transitional Small Business Disclosure Format (check one):

                  Yes ________              No       X
                                               --------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

                                      None.







                                       2
<PAGE>



                                TABLE OF CONTENTS

                                     PART I

[NOTE TO DRAFT: CHANGE PAGE NUMBERS ON FINAL]                           PAGE

Item 1.  Description of Business                                         4


Item 2.  Description of Property                                         9


Item 3.  Legal Proceedings                                               9

Item 4.  Submissions of Matters to a Vote of Security Holders            9

                                     PART II


Item 5.  Market For Common Equity and Related Stockholder Matters       10

Item 6.  Management's Discussion and Analysis or Plan of Operation      10

Item 7.  Financial Statements                                           17


Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosures                                      26


                                    PART III

Item 9.  Directors, Executive Officers, Promoter and Control Persons;
         Compliance with Section 16(a) of the Exchange Act              26


Item 10. Executive Compensation                                         27


Item 11. Security Ownership of Certain Beneficial
        Owners and Management And Related Stockholder Matters           28

Item 12. Certain Relationships and Related Transactions                 28


Item 13. Exhibits and Reports on Form 8K                                29

Item 14. Controls and Procedures                                        30


                                       3
<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

A.       Business

Overview

         We were incorporated under the name Phyllis Maxwell's Groups, Inc. in
New York on April 18, 1989. On August 31, 2001, we filed a Certificate of
Amendment changing our name to Clixtix, Inc.

         Our wholly owned subsidiary, Maxwell Group Entertainment, Inc., was
incorporated under the laws of New York on August 3, 2001.

        On August 31, 2001, we and our subsidiary entered into an Agreement and
Plan of Reorganization (the "Agreement"). Under the terms of the Agreement, we
sold to our subsidiary all of our tangible and intangible assets appearing on
our Balance Sheet as of June 30, 2001 and our subsidiary assumed all of the
liabilities appearing on our Balance Sheet as of June 30, 2001 in consideration
for 100 shares of our subsidiary's common stock, which constitutes all of the
issued and outstanding stock of our subsidiary.

         Neither we nor any of our related companies have ever undergone
bankruptcy, receivership, or similar proceeding.

Our Services

        Our company, through our wholly-owned subsidiary, provides services for
groups who are interested in attending New York's Broadway and Off-Broadway
productions. We purchase group tickets from New York City theatres for certain
Broadway and Off-Broadway productions for our clients at box office prices. We
select those shows from all of the ongoing productions, that meet certain
customer criteria, such as critical appreciation, audience appeal, significant
content and entertainment.

         We also provide our customers with information and recommendations on
the various productions and theatre events. We inform our clients of what is
expected in the upcoming seasons, an important service for customers who must
plan ahead, as much as a year in some cases.

Our Current Sources of Revenues

         With the exception of Saturday evening or some holiday performance
periods, our clients do not pay a fee for our services. All fees are paid by
the respective theatres from which the tickets are purchased. A group consists
of a minimum of 20 people. If the number in the group falls below 20 people, a
fee is charged to the customer. All fees for 20 or more tickets are paid by the
respective theatres from which the tickets were purchased. We do not maintain
an inventory of tickets. Tickets are purchased only when an order is placed by
our clients.

                                       4
<PAGE>

Our Customers

         We have varied types of clients including:

(a) corporations of all sizes who utilize our services as employee incentives
and customer promotions; (b) tour groups who bring pre-formed groups to New
York and include theatre performances in their program; (c) schools and
universities sponsoring student activities; and (d) charities running fund
raisers.

         Our clients are located in all parts of the country with a
concentration in the northeast. Our clients are solicited by telephone,
recommendations from our existing clients and by the internet. We are currently
listed on five web sites (clixtix.com, pmaxtix.com, studentfriendlytravel.com,
disneycorporation.com, fordtheatre.com) as a source for group tickets.

         We have a cadre of 2000 customers. However, no one customer accounts
for more than approximately 8% of our sales volume. Volume for customers vary
with seasons, popularity of certain shows or the customers' changing needs or
policies.

         We are constantly soliciting new clients and servicing existing ones.
We have kept many clients throughout our 12 years of operation. However,
invariably, attrition of clients occurs due to personnel changes, mergers,
bankruptcy or policy changes at our corporate clients.

         Some of our larger customers buy tickets in increments of 100, 200, or
more. Tour companies buy tickets in multiples of bus loads (i.e., 47-50
tickets). Some tour customers buy tickets for as many as three or four
performances for a group coming to New York for a three or four day visit.
Student groups come to perform with bands or as singers or choruses and include
theatre as part of their entertainment. Some participants in the Macy's
Thanksgiving Day Parade include theatres which we book. On occasion we have
arranged theatre, restaurant and other diversions in an entertainment package.

Our Competitive Business Conditions

         Our business is highly competitive with at least seventeen companies,
in the New York City area, who provide similar services. Some of our largest
competitors are heavily financed and include producers such as Cameron
MacIntosh's TDI, now a division of Broadway.com, and theatre owner groups sales
such as Shubert and Nederlander Theatres. Despite this extensive competition,
over the last five years, we have not had bookings of less than $1,500,000. We
are able to maintain that competitive position based upon the direct and
personal contact between Mrs. Maxwell and her customers. In addition, we
maintain our strong competitive position by providing our clients with current
and regular information on current and future attractions through a newsletter
issued three times a year and bi weekly faxes.

        After 24 years in the group sales industry on Broadway, we believe that
Mrs. Maxwell has built a following and has a strong relationship with box
office personnel. Our relationship with other industry professionals, such as
producers, box office personnel, general managers,


                                       5
<PAGE>


company managers and public relations firms, nurtured over the years,
facilitates the services we provide.

        We believe that Mrs. Maxwell has built a highly regarded reputation for
quality service and a comprehensive knowledge of the theatre. Her expertise
enables her to offer opinions as to what is appropriate for each client or
group. This type of personalized attention is sought after by our customers to
enable them to sell the appropriate shows, plan into future periods and consult
with knowledgeable theatre people.

        There are several positive factors developing in the live entertainment
business. As cited elsewhere, New York theatre and Times Square are entering a
new era due to the transformation of Times Square and its environs into a safe,
exciting family oriented tourist destination as well as a mecca for the"bus and
tunnel" customers from the population centered in the megalopolis (these areas
are within a day roundtrip by bus to New York). New York is the second most
sought after tourist destination after Orlando, Florida. In 1999, 36 million
tourists journeyed to New York.

        A second trend is the production of family entertainment on Broadway by
American predominant entertainment companies. Disney, who has three shows on
Broadway, made the first inroad on 42nd Street to give credibility to the Times
Square Reclamation Project which was assured when Disney revived and restored
an historic theatre treasure, The New Amsterdam. Clear Channel has two shows on
Broadway and owns the Ford Theatre, a restoration and consolidation of two
theatres into a 1700 seat showplace. The financial strength of these companies
has brought about a large amount of advertising and merchandising that has
created a surge of demand which can only help our company to do additional
business. These expenditures and show-specific advertising campaigns are
creating a new audience created by this new awareness.

         Ticket prices have moved upward in recent years. Our fees are based on
a fixed percentage of these rising prices. In addition, with the use of the
internet, it is expected that a whole new market will develop.

Our Suppliers

         The ticket prices and information which we provide to our clients is
made available to us by the producers of the respective productions.The tickets
are offered to our customers at the prices established by the theatres. The
information and reduced group ticket prices provided by the producers are
essential to our sales of group theatre tickets. The reduced box office prices
established by the theatres are constantly changing and are determined by many
factors including projected low periods (January), weather, vacations,slow down
of long runs and certain days of the week, etc.

 Regulatory Issues

         The City of New York requires us to obtain an annual license and to
maintain an insurance policy against fraud.As such, we are bonded and licensed,
as per the City of New York regulations. We are also regulated by the New York
State Attorney General which regulates ticket resale prices.

                                       6
<PAGE>

Research and Development

         Other than the costs associated with our search for new clients and
industries, we do not spend funds on research and development. However, as we
begin to place greater reliance on the internet as a marketing mechanism, we
expect that the amount of funds we spend on research and development, in
particular with respect to our web site, will slowly increase. Telephone
solicitation will continue at a modest cost to us. We maintain an 800 number as
a service to clients across the country.

Employees

         As of February 28, 2003, we employed a total of four employees of which
two are full time, one is part time and one serves as a consultant.

B.       Risk Factors Associated with Us and Our Business

         Our business is characterized by a number of significant risks which
are set forth below.

Our past revenue growth may not continue in the future which would materially
and adversely affect our profit levels.

         Although we experienced revenue growth in recent years, for the years
ended December 31, 2001 and 2002 our revenues declined by 15% and 2%
respectively, as compared to the years ended December 31, 2000 and 2001. The
prediction of our future results is difficult and, therefore, our past revenue
growth should not be taken as an indication of any growth that can be expected
in the future.

         To the extent that revenues do not grow at anticipated rates, or that
we are unable to secure or retain large contracts similar to those obtained in
prior periods, our business, results of operations and financial condition
would be materially and adversely affected because our profit levels will
decline.

Our sales will not increase as anticipated if acceptance of the internet does
not occur.

         Currently, only a small portion of our customers are solicited by
internet. Our company is listed as a source for group tickets on 5 web sites.
Our growth strategy is based in part on the premise that a significant portion
of the theatre-going public will seek to obtain tickets via the Internet. As
such, our success in expanding our business depends upon the widespread
acceptance of the internet as a key source for additional customers. If
acceptance of the internet does not occur, or if it occurs more slowly than
expected, our sales will not increase at the levels anticipated or may not
increase at all.

Internet access problems and failures could decrease the rate of our future
growth.

         We currently solicit only a small portion of our sales via the
internet.Our services are currently listed on 5 web sites and approximately 400
search engines. Any persistent problems,


                                       7
<PAGE>

failures or disruptions on those web sites or on Internet access provided by
third parties in general could prevent the execution and success of our growth.

Our long term liquidity and capital resources are uncertain which may adversely
affect our ability to continue our operations in the future.

         In the event that our cash reserves are depleted, we may need to seek
additional capital. If we do, there can be no assurance that we will be
successful in raising a sufficient amount of additional capital or in
internally generating a sufficient amount of capital to meet our long term
requirements. If we are unable to generate the required amount of additional
capital, our ability to meet our obligations and to continue our operations may
be adversely affected.

We may not be able to compete successfully against current and future
competitors.

         We, through our wholly owned subsidiary, currently compete with at
least 17 companies in the New York City area, who provide services similar to
ours. Many of these, such as TDI, now a division of Broadway.com, and the
Shubert and Nederlander Theatres, may have significantly greater financial
resources, name recognition, and technical and marketing resources, and
virtually all of them are seeking to improve their technology, products and
services. We can not provide assurance that we will have the financial
resources or the technological expertise to successfully meet this competition.

Our corporate activities are effectively controlled by our management.

         As of February 28, 2003, Phyllis Maxwell, our president, owned
4,536,800 shares (approximately 44%) of our issued and outstanding shares of
common stock. During 2002 and January of 2003 Mrs. Maxwell sold 1,341,200
shares pursuant to a registration statement we filed on March 27, 2002, on Form
SB-2 on behalf of Mrs. Maxwell. She had also gifted her children with an
aggregate of 1,250,000 shares. Mrs. Maxwell also gifted 350,000 shares of
common stock to each of her three children in 2003. Mrs. Maxwell is able to
significantly influence all matters requiring approval by our shareholders,
including the election of directors and the approval of mergers or other
 business combinations transactions.

Our future performance is dependent on our ability to retain key personnel, the
loss of which would adversely affect our success and growth.

         Our performance is substantially dependent on the performance of our
senior management and sales personnel.  In particular,our success depends on
the continued efforts of our president, Phyllis Maxwell and our vice president,
Mr. Richard Kelley.  Mrs.Maxwell has 23 years of experience and a strong
relationship with box office personnel and customers.  Mr. Kelley has over
thirtyyears of experience as a company manager and theatre treasurer and he has
an extensive knowledge of theatre.  Both Mrs. Maxwell's and Mr. Kelley's
knowledge of theatre and reputation are sought by clients.  The loss of the
services of either Mrs. Maxwell or Mr.Kelley could have a material adverse
effect on our business, results of operations and financial condition as
commission revenues would most likely dramatically decline.  Neither we nor our
wholly owned subsidiary have employment agreements in place with our senior
management or key employees.



                                       8
<PAGE>

Our management is inexperienced in managing a public company.

         Our current management has had only limited experience managing a
public company or a large operating company. There can be no assurance that we
will be able to effectively manage the expansion of our operations, that our
systems, procedures or controls will be adequate to support our operations or
that our management will be able to achieve the rapid execution necessary to
fully exploit the market opportunity for our products and services. Any
inability to manage growth effectively could have a material adverse effect on
our future success.

The value and transferability of our shares may be adversely impacted by the
limited trading market for our shares and the penny stock rules.

         There is a limited trading market for our shares on the NASD
Over-the-Counter Bulletin Board. There can be no assurance that such a trading
market will be sustained or that upon the implementation of the NASD's "BBX"
exchange that we will qualify for a listing thereon or elect to seek a listing
thereon. If our shares were not to be listed on the BBX, tehn trading in our
shares would be limited to what is customarily known as the "pink sheets" or,
which may limit their marketability and liquidity.

         In addition, holders of our common stock may experience substantial
difficulty in selling their securities as a result of the "penny stock rules,"
which restrict the ability of brokers to sell certain securities of companies
whose assets or revenues fall below the thresholds established by those rules.

Future sales of shares by us may reduce the value of our stock.

         If required, we will seek to raise additional capital through the sale
of our common stock. Future sales of shares by us could cause the market price
of our common stock to decline.

ITEM 2.  DESCRIPTION OF PROPERTY

            We operate a leased office, located at 1501 Broadway, Suite 1807,
New York, New York 10036. We have a ten-year lease due to expire in April 2010.
Our annual rent for 2002 was approximately $17,800.

         We own and lease various pieces of office equipment including three
computers, a printer, a copier and a telephone system as well as additional
pieces of office furniture.

         We believe that our properties are adequately covered by insurance as
we carry fire, theft and liability insurance. We also carry worker's
compensation insurance.

ITEM 3.  LEGAL PROCEEDINGS

         We are not a party to any legal proceeding, and have no knowledge of
any threatened or pending legal proceeding against us or our property.


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

         No matters were submitted to a vote of security holders during the last
quarter of the fiscal year ended December 31, 2002.

                                       9
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

           Our common stock commenced trading on the NASD OTC Bulletin Board in
October 2002. Since there is only a limited trading market for our stock,
stockholders may find it difficult to sell their shares.

         The following table sets forth high and low bid prices for our stock
for the calendar quarters indicated as reported by the OTC BB from October ,
2002 through December 31, 2002. These prices represent quotations between
dealers without adjustment for retail markup, markdown or commission and may
not represent actual transactions.


-------------------------------------------------------------------
        Quarter        Volume         High            Low
-------------------------------------------------------------------
-------------------------------------------------------------------
October 2002 to
December 31, 2002      45,000        $0.11           $0.06
-------------------------------------------------------------------

         As of February 5, 2003, we had 10,228,000 shares issued and
outstanding, and had 103 registered holders of our outstanding common stock.

Recent sales of unregistered securities:

         During the fiscal year ended December 31, 2002, we did not sell any
securities without registration under the Securities Act of 1933, as amended.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion of our financial condition and results of
operations should be read in conjunction with the Consolidated Financial
Statements and Notes to those financial statements included in this Annual
Report. This discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of various factors,
including but not limited to, those discussed under "Risk Factors" and
elsewherein this Annual Report.



                                       10
<PAGE>

Overview

         We, through our wholly-owned subsidiary, provide services for groups
who are interested in attending New York's Broadway and Off-Broadway
productions. We are licensed by the City of New York to resell tickets to
Broadway and Off-Broadway theatre performances. Typically, we buy group tickets
on behalf of a customer group (usually a minimum of 20 persons) and our fee is
paid, with limited exceptions by the theatre. These exceptions include Saturday
night tickets, certain holiday periods or if the group falls below 20 persons,
in which case the fee is paid by the customer. On occasion, as a special
service for group customers, for an additional fee, as few as two or four
tickets may be purchased.

        Revenue is not recognized by us until the date an invoice is generated.
Generally, our sales and billing process is as follows:

         A customer will contact us regarding the availability of theatre
tickets. We will then contact the box office by phone regarding the customer's
inquiry. If the ticket availability is satisfactory to the customer, we will
send a written confirmation to the theatre detailing the show date and number
of tickets needed. Once we receive the signed confirmation back from the
theatre, we send the customer an invoice that details the price of the tickets.
The price is fixed and determinable. Upon our receipt from the customer of the
non-refundable amount due per the invoice, we will immediately remit the funds
to the respective show's box office. At that time, we have completed our work
necessary to earn our fee from the theatre. After the funds are received by the
box office, it sends the tickets to the customer. Our fee is delivered to us by
the theatres after the date of the show's performance. Our fee is 9.45% of the
ticket price.

        Box offices tend not to pay commission or give discounted ticket prices
for holiday and weekend performances. If customers wish to purchase tickets for
these periods, we may charge a commission that is, in that case, included in
the invoice amount. As such, in those instances, we receive our commission
before the date of the performance.

         Despite the events that followed September 11, 2001, including the
cancellation of all Broadway performances for 3 days and the premature closing
of certain productions, during the year ended December 31, 2002 we did not
sustain any significant losses due to cancellation of performances. Generally,
the closing of any one show will not have a material effect on our revenue
stream, since each fee is based on a specific date of performance. When
productions close after a long theatre run, they tend to announce the closing
dates well in advance of the last performance. Immediately following September
11, 2001, Broadway productions were cancelled for 3 days and many of our
clients cancelled or postponed trips to New York. However, we were successful
in minimizing any losses to us by reselling those tickets to other clients. The
ticket holders of the shows that were cancelled in the days following September
11, 2001 either received a refund or tickets for a later date.

         We have been in operation since April 1988. Prior to 1989, Mrs. Maxwell
operated the same business as a sole proprietorship.

         During 2001, we conducted a public offering in which we offered and
sold 1,000,000 shares of common stock at a price of $0.05 per share for total
consideration of $50,000. Such proceeds were to be utilized to substantially
expand our website, implement new marketing programs,


                                       11
<PAGE>

and for the general expansion of our business through the greater use of the
internet as described below.

         We had planned to inaugurate an Internet based marketing program that
would enable American ticket buyers who plan to visit other English speaking
countries to buy their tickets before leaving the United States and make
information on these venues readily available. The plan was also to enable
global buyers of individual tickets to purchase their tickets for Broadway and
Off-Broadway by the Internet before leaving for New York. All theatre
information is currently on our web sites for groups. The same information for
present and future shows would be necessary information for theatre goers to
plan their visits to New York.

         We had also been looking into the possibility of establishing an email
ticket distribution system to be organized between us, one of the ticket
sellers (eg. Ticketmaster or Telecharge) with the cooperation of specific
producers of shows to have discounts and seat availabilities. This plan was in
the formative state and development had not begun. We had not initiated any
discussions with ticket sellers or producers.

         We had also been exploring the organization of a hit theatre ticket
club for individual tickets to be sold on a subscription basis that would allow
ticket buyers in the New York area to buy 2 or 4 tickets in advance of the
theatre season. This plan has been successful when sold by New York
institutional theatres, touring companies and specific markets other than New
York. This plan would enable buyers to select three or four shows from
different producers rather than one theatre or one subscription house.

         We had initially planned to develop all of the projects described
above. However, based on the events of September 11, 2001 and the subsequent
negative effects on the business and economic condition in New York City and
specifically, on the theatre industry, we have decided to focus our efforts on
our original business practice.

         We are currently on five web sites (two of our own and three others
where we are listed as a source for group Broadway ticket sales) and on
approximately 400 search engines in the category of Broadway shows/Theatre
Group Sales Agency Entertainment. It is our intention to continue to be listed
on every possible search engine.

         Our registration statement on Form SB-2 (File Number 333-46828) that
was filed with the Securities and Exchange Commission on September 28, 2000
became effective on February 2, 2001. Pursuant to that registration statement,
we registered 1,000,000 shares of our common stock to be offered at a price of
$0.05 per share. On February 2, 2001, we commenced an initial public offering
which was terminated on May 24, 2001. We offered and sold 1,000,000 shares of
our common stock at a price of $0.05 per share for total consideration of
$50,000. Our gross proceeds from the sale of the shares were $50,000.

         Such proceeds were to be utilized to substantially expand our website,
implement new marketing programs, and for the general expansion of our business
through the greater use of the internet. We had initially planned to develop
several projects including the creation of an Internet based marketing program
for American ticket buyers traveling to other English speaking countries. We
had also been looking into the possibility of establishing an email ticket
distribution system to be organized between us, one of the ticket sellers and
the organization of a

                                       12
<PAGE>


subscription plan that would allow ticket buyers in the New York area to buy 2
or 4 tickets in advance of the theatre season.
Specifically, we had planned to use the proceeds from our offering to enhance
our web site, hire additional staff to coordinate our development and expansion
and for additional equipment purchases. However, based on the events of
September 11, 2001 and the subsequent negative effects on the business and
economic condition in New York City and specifically, on the theatre industry,
we have decided to focus our efforts on our original business practice.

         Our offering was a direct offering by our officers and directors. As
such, we incurred no expenses for underwriting discounts and commissions and/or
finders' fees. We made no direct or indirect payments to any of our directors,
officers, affiliates or to persons owning ten (10) percent or more of any class
of our equity securities in connection with the offering.

         From the effective date of the registration statement through December
31, 2001, we utilized approximately $2,570 of the net offering proceeds to make
direct payments for expenses associated with the design, maintenance and use of
our web site. The balance of the net offering proceeds were applied towards our
general working capital. No payments were made to any of our directors or
officers or to persons owning ten (10) percent or more of any class of our
equity securities or to our affiliates.

        We have not declared any dividends since inception, and have no present
intention of paying any cash dividends on our common stock in the foreseeable
future. The payment of dividends, if any, in the future, rests within the
discretion of our Board of Directors and will depend, among other things, upon
our earnings, our capital requirements and our financial condition, as well as
other relevant facts.

FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
RESULTS OF OPERATIONS

         For the year ended December 31, 2002, we had a net loss of $4,118
compared to a net loss of $5,534 for the year ended December 31, 2001, an
increased loss of 750%. Although our commission revenues decreased by only 2%
from $ 228,009 for the year ended December 31, 2001 to $222,715 for the year
ended December 31, 2002, our general and administrative expenses increased by
12% from $ 241,114for the year ended December 31, 2001 to $270,266 for the year
ended December 31, 2002. The decrease in commission revenues for the year ended
December 31, 2001 was largely attributed to the continuing negative effects of
September 11, 2001 and the general state of the economy.

         The events of September 11, 2001 had severe negative effects on the
business and economic condition in New York City and specifically, on the
theatre and tourism industries.

        In the months following September 11, 2001, Broadway shows, the crux of
our business activity, felt the impact severely. Several shows closed
prematurely and others played to lower capacity. As a result of the closing of
productions and the decline of tourism in New York City, we suffered
cancellations of bookings in the last two quarters of 2001.

         Many tour operators who comprise a significant portion of our clients,
experienced cancellations of previously booked trips and were unable to book
additional trips to New York


                                       13
<PAGE>

City for apprehensive customers. As a result, the tour operators were hesitant
to schedule additional trips for 2002 until the anxiety and disorder
dissipated. In an effort to minimize any losses resulting from tickets assigned
to clients who cancelled their trips, we resold those tickets to other clients.

         Our general and administrative expenses which decreased by 12% for the
year ended December 31, 2002 include but are not limited to officers'
compensation, salaries and wages, employee benefit programs, consulting
expenses, professional fees, travel and entertainment, rent and other office
expenses. The $41,584 increase in our loss for the year ended December 31, 2002
can in part be attributed, in large measure to the $12,407 increase in
professional fees from $28,726 in 2001to $41,133 in 2002; and an increase in
miscellaneous overhead and administrative expenses of $19,645 in 2002
over 2001.

LIQUIDITY AND CAPITAL RESOURCES

         We ended 2002 with a cash position of $52,406 compared to $19,365 at
December 31, 2001.For the year ended December 31, 2002, we had a cash flow from
operating activities of $33,041 compared to a cash flow from operating
activities of ($35,919), for the year end December 31, 2001. The increase in
cash flow for the year ended December 31, 2002 can be attributed to an increase
in cash received from customers in 2002 as compared to in 2001. This is due to
an increase in sales activities in 2002 following the dramatic reduction in
business in the months following the events of September 11, 2001. As such, we
feel that our present cash flow is sufficient to satisfy our current
requirements through the year ended December 31, 2003.

         However, we may require significant additional financial resources for
future expansion, especially if the expansion is effected through the
acquisition of related businesses. It is not possible to quantify what amount
may actually be required. Although the demand for our services seems to have
stabilized, there is no assurance that this level of business will continue
throughout 2002. If needed, we may seek to obtain the financing through
additional public or private equity offerings. If we are unable to generate the
required amount of additional capital, our ability to implement any expansion
strategies may be adversely affected. No specific plans exist for a financing
at this time.

VARIABLES AND TRENDS

         We have been conducting the same type of business activities for over
12 years. Key variables in our industry are caused by the lack of popularity or
attraction of certain productions. However, as a general matter, the demand to
see Broadway and Off-Broadway productions has been constant. Successful shows
are enjoying a longer run time (i.e., Cats ran for 18 years and Miss Saigon ran
for 9 years as of December 2000) and prior to September 11, 2001, more people
had been going to see theatrical productions.

        In addition, there is a current trend of large, well financed companies
such as Disney, Clear Channel, Fox Theatricals and Dadger Theatricals
furnishing productions backed by substantial promotion dollars. In fact, Disney
is currently presenting three productions on Broadway and Clear Channel has
produced two productions with more scheduled in the coming season.


                                       14
<PAGE>


         Our revenue stream is affected by the influx of tourism into New York
City and is directly dependent upon attendance levels at Broadway shows. The
terrorist attacks on the World Trade Center on September 11, 2001 have had a
severe impact on the economic situation in New York City, especially with
respect to tourism and theatre. There have been several advertising campaigns
undertaken as well as promotions at many of the city's hotels and restaurants
in an effort to encourage tourism and theatre attendance in New York City,
which have been successful. However, there is no assurance that the levels of
tourism and theatre attendance will return to their normal levels in the near
future. Continued low levels of tourism and theatre attendance would have
adverse effects on our business.

        New theatres and the "rebirth" of the Time Square area of New York City
as well as the subsequent tourist increase had promised more interest and
business in theatre. Assuming that the level of tourism and theatre attendance
continues to increase, all of these influences, changes and product development
taking place including the changes in Times Square, the participation of the
business giants and the promotion of all of live entertainment and the new
theatres and restoration of several elegant historic showplaces can only affect
us positively. Lion King (Disney) has been playing to 101% (standing room)
capacity for 4 years as of November. Cats and Miss Saigon closed after 17 years
and 10 years, respectively. The longevity of several of the other shows (i.e.,
Les Miserables, Phantom of the Opera and Chicago) have the potential to make
for a solid future for Broadway and Off-Broadway.

        The trauma of September 11, 2001 affected the economic life of New York
City in many aspects. The theatre industry felt an impact as many shows closed
prematurely and others played to lower capacity. Some productions postponed
their openings until Spring 2002 and Fall 2002, cutting down the number of new
productions available for sale. By the end of 2001, the demand for theatre
tickets seemed to stabilize. However, it is unclear whether such demand will
continue given the generally unstable economic and political climate.

         As at December 31, 2001, we had employed a total of four employees of
which two were full time, one was part time and one served as a consultant. We
currently employ the same number of employees. We may need to hire additional
employees during the year ending December 31, 2002 if our needs and resources
permit.

                                       15
<PAGE>

Forward Looking Statements

        This report includes "Forward-Looking Statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends",or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical fact and may be considered
"forward looking statements". These types of statements are included, among
other places in this report, in the sections entitled "Management's Discussion
and Analysis or Plan of Operation" and "Description of Business."
Forward-looking statements are based on expectations, estimates and projections
at the time the statements are made that involve a number of risks and
uncertainties which could cause actual results or events to differ materially
from those presently anticipated. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to have been correct.


                                       16
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS


                           Clixtix, Inc and Subsidiary
                    (Formerly Phyllis Maxwell's Groups, Inc.)



                                    INDEX TO

                        CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

                                    CONTENTS




Independent Auditor's Report

Financial Statements:

             Consolidated balance sheets

             Consolidated statements of Income

             Consolidated statements of stockholders' equity

             Consolidated statements of cash flows

             Notes to financial statements



                                       17
<PAGE>


                             Richard M. Prinzi, Jr.
                          Certified Public Accountant


                      INDEPENDENT ACCOUNTANT'S AUDIT REPORT


To the Board of Directors and Stockholders
Clixtix, Inc. and Subsidiary (Formerly Phyllis Maxwell's Group, Inc.)
1501 Broadway
Suite 1807
New York, NY 10036

I have audited the accompanying consolidated balance sheet of Clixtix, Inc. and
Subsidiary (F m Phyllis Maxwell's Group, Inc.) as of December 31, 2002, and the
related consolidated statemen o operations, consolidated changes in
stockholders' equity and consolidated cash flows for the a December 31, 2002.
The financial statements are the responsibility of the Company's manageme .
responsibility is to express an opinion on these financial statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in
all material respects the financial position of Clixtix, Inc. and Subsidiary
(Formerly Phyllis Maxwell's Group, Inc.) as  of December 31, 2002, and the
results of its operations and cash flows for the year then ended in conformity
with generally accepted accounting principles accepted in the United States of
America.

The consolidated balance sheet of Clixtix, Inc. and Subsidiary (Formerly
Phyllis Maxwell's Grroup, Inc.)as of December 31, 2001, is presented herein.
The related consolidated statement of operations, stockholders' equity and
cash flows for the year then ended are also presented herein forcomparison.
The audit report dated February 14, 2002, prepared by the Company's former
auditor which an unqualified opinion was expressed is not presented herein.


/s/"Richard Prinzi Jr."
Brooklyn, New York
February 27, 2003


                                       18

<PAGE>

                          Clixtix, Inc and Subsidiary
                    (Formerly Phyllis Maxwell's Groups, Inc.)

                           CONSOLIDATED BALANCE SHEETS

                                               December 31,     December 31,
                                                  2002             2001

ASSETS

Current Assets:
         Cash                                 $ 52,406         $ 19,365
         Commissions receivable                 71,203          103,539
         Other assets                            2,654            2,654

                  Total current assets         126,263          125,558
                                               ------------------------

         Total assets                         $126,263         $125,558

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
         Accounts payable & other liabilities $ 99,951         $ 39,708
         Deferred taxes payable                   -              12,420
                                               ------------------------

                  Total liabilities             99,951           52,128

Stockholders' equity
   Common stock, $.001par value; 20,000,000
   shares authorized,10,228,000 shares
   issued and outstanding                       20,973           20,973
Additional paid-in capital                      34,058           34,058
Retained earnings                              (28,719)          18,399
                                               -------------------------

         Total stockholders' equity             26,312           73,430
                                               -------------------------
Total liabilities and stockholders' equity    $126,263         $125,558

         See accountants' audit report and notes to financialstatements.


                                       19
<PAGE>


                           Clixtix, Inc and Subsidiary
                    (Formerly Phyllis Maxwell's Groups, Inc.)


                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                           Year ended        Year ended
                                           December 31, 2002 December 31,2001

Commission revenue                          $222,715         $228,009

General and administrative expenses          270,266          241,114

Income (loss) from operations               (47,551)         (13,105)

Interest income                                  433            5,219

Income (loss) before income taxes           (47,118)          (7,886)

Income taxes (benefit):
         Current                                -                 728
         Deferred                               -             (3,080)

                                                -             (2,352)

Net income (loss)                         $ (47,118)       $  (5,534)

Earnings per common share -
         basic and diluted                $   (0.00)       $   (0.00)

Weighted average common shares
         outstanding - basic and dilutive 10,228,000       10,940,615



        See accountants' audit report and notes to financial statements.


                                       20
<PAGE>

<TABLE>
<CAPTION>


                           Clixtix, Inc and Subsidiary
                    (Formerly Phyllis Maxwell's Groups, Inc.)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                        Common Stock        Additional Paid    Retained
                                                   Shares       Amount        -In Capital      Earnings     Total

Year ended December 31, 2001:

<S>                <C> <C>                         <C>          <C>            <C>             <C>          <C>
Balances, December 31, 2000                        10,500,000   $20,100        $23,349         $23,933      $67,382

Issuance of 1,000,000 of $.001 par
value common stock at price of
$.05 per share, net issuance costs
totaling $12,978                                   1,000,000      1,000         36,022           -           37,022

Cancellation of 1,272,000 shares of
common stock, accepted in satisfaction
of stockholder loan receivable                    (1,272,000)     (127)         (25,313)         -         (25,440)

Net loss, year ended December 31, 2001                -            -              -            (5,534)      (5,534)

Balances, December 31, 2001                        10,228,000    20,973         34,058          18,399       73,430
                                                   -------------------------------------------------------------------

Year ended December 31, 2002:

Net income, Year ended December 31, 2002               -           -              -            (47,118)    (47,118)
                                                   -------------------------------------------------------------------
Balances, December 31, 2002                        10,228,000   $20,973        $34,058       $(28,719)      $26,312



        See accountants' audit report and notes to financial statements.

</TABLE>


                                       21
<PAGE>

<TABLE>
<CAPTION>

                                                      Clixtix, Inc and Subsidiary
                                               (Formerly Phyllis Maxwell's Groups, Inc.)

                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                  Year ended            Year ended
                                                                  December 31, 2002     December 31, 2001

Reconciliation of net loss to net cash
provided by operating activities:

<S>                                                               <C>                   <C>
             Net loss                                             $(47,118)             $(5,534)

   Adjustments to reconcile net loss
   to net cash provided by (used in)
   operating activities:
        Deferred income taxes                                      (12,420)              (3,080)
        Accrued interest                                              -                  (1,440)

        Change in assets (increase) decrease:
           Commission receivable                                   32,336                (6,576)
           Other assets                                               -                   3,012

           Change in liabilities increase (decrease):
   Accounts payable & other liabilities                            60,243               (22,301)
                                                                  ----------------------------------

                          Total adjustments                        80,159               (30,385)

                     Net cash provided by (used in)
                     operating activities                          33,041               (35,919)
                                                                  ----------------------------------

  Financing activities:
       Advances to stockholders                                       -                  (4,000)
       Repayment of stockholder loan payable                          -                  (7,870)
       Proceeds from issuance of common stock                         -                   50,000
       Expenses applicable to issuance of common stock                -                 (12,978)
                                                                  ----------------------------------

                   Net cash (used in) provided by
                   financing activities                               -                   25,152

Net increase (decrease) in cash                                    33,041               (10,767)

Cash, beginning of period                                          19,365                 30,132
                                                                  ----------------------------------
Cash, end of period                                               $52,406                $19,365

Supplemental schedule of non-cash financing activities:
On December 30, 2001, the Company accepted 1,272,000 of the Company's common
stock from the Company's President as repayment of a stockholder loan
receivable totaling $25,440. These shares were cancelled upon acceptance.

        See accountants' audit report and notes to financial statements.
</TABLE>


                                       22
<PAGE>

                           Clixtix, Inc and Subsidiary
                    (Formerly Phyllis Maxwell's Groups, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1   Nature of Operations, Going Concern Issues and Basis of Consolidation:

Clixtix, Inc. and its wholly owned Subsidiary Maxwell Group Entertainment, Inc.
(collectively the "Company") are licensed by the City of New York to resell
group tickets to Broadway and off-Broadway performances.

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary Maxwell Group Entertainment, Inc.
In August 2001, Maxwell Group Entertainment, Inc. was formed.  During August
2001, Phyllis Maxwell's Groups, Inc. transferred its net assets to Maxwell
Group Entertainment, Inc. for its issued and outstanding common stock forming
a wholly owned subsidiary.  On the same day of the transfer of assets through a
Certificate of Amendment, Phyllis Maxwell's Groups, Inc. changed its name to
Clixtix, Inc.  All inter-company accounts and transactions have been
eliminated in consolidation.

The Company's consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. As
shown in the consolidated financial statements the accumulated deficit
at December 31, 2002 amounted to $28,719. These conditions raise
substantial doubt as to the ability of the Company to continue as a
going concern.

Management believes that over the next twelve months, its operations
will be sustained by its existing cash and capital financing. The
Company's current management and operations have been in existence for
several years and have accumulated a great deal of experience in this
industry.

The Company's consolidated financial statements do not include any
adjustments relating to the recoverability and classification of assets
and liabilities that might be necessary should the Company be unable to
continue as a going concern.

The accompanying financial statements do not include any adjustments
that might result from the eventual outcome of the risks and
uncertainties described above.

Note 2 Summary of Significant Accounting Policies:

Revenue Recognition:

Commission revenue is recognized at the date the invoice is generated.
The Company is paid directly from the theatre after the date of the
performance, which may be over a year after the date of the invoice.
The Company may have losses due to cancellation of performances.
Historically, these losses have not been significant and losses under
present obligations are not expected to be significant. Accordingly, no
provision has been made for future losses that may result from a
cancellation of a performance. It is at least reasonably possible that
the Company's estimate will change in the near term.

Note 2   Summary of Significant Accounting Policies:

         Income Taxes

The Company accounts for income taxes under Statement of Financial
Accounting Standards No.109, "Accounting for Income Taxes".  Under
this method, the asset and liability method is used in accounting for
income taxes.  Deferred taxes are recognized for temporary differences
between the basis for assets and liabilities for financial statement and
income tax purposes.  The temporary differences relate primarily to net
operating loss carry forwards. The deferred taxes represent the future tax
return consequences of those differences, which will either be taxable or



                                       23
<PAGE>
Note 2   Summary of Significant Accounting Policies (Continued):

deductible when the assets and liabilities are recovered or settled.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.

Utilization 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 disclosure 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.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed based on the weighted
average number of common shares outstanding and common stock
equivalents, if not anti-dilutive. The Company has not issued any
potentially dilutive common shares.

Cash & Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents
include all highly liquid investments, with a maturity of three months
or less.

Basis of Financial Statements

These financial statements are prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.

Note 3 Stockholders' Equity:

Common Stock and Per Share Data

The common stock and per share data for all periods gives effect to a
stock split, declared by the Company's Board of Directors on September 22,
2000, of 100,000 to 1 shares which occurred immediately before the date
of the Company's initial public offering.

Issuance of Common Stock

On July 1, 2000, the Company issued 400,000 shares of its common stock
to its legal counsel and 100,000 shares of its common stock to a
consultant based on fair value of the common shares issued totaling
$20,000 ($.04 per share).

Initial Public Offering

In September 2000, the Company filed an initial public offering
registration with the Securities and Note 3 Stockholders' Equity (Continued):

Exchange Commission for purpose of issuing an additional 1,000,000
shares of common stock at an issuance price of $.05 per share. This
filing was approved by the Securities and Exchange Commission during
February 2001. Total costs incurred during the year ended December 31,
2000 by the Company for the offering, including the issuance of common
stock to the Company's legal counsel were $45,000. The offering was
completed during May 2001. Net proceeds from this offering were
$37,022, net of issuance costs of $12,978.

Following the issuance of the initial public offering of common shares,
the Company's current President owned 87% of the outstanding common stock
of the Company.

                                       24
<PAGE>

Note 3 Stockholders' Equity (Continued):

Cancellation of Common Stock

On December 30, 2001, the Company accepted 1,272,000 of the Company's
common stock from the Company's President as repayment of an outstanding
stockholder loan receivable totaling $25,440. These common shares were
cancelled upon acceptance by the Company.

Note 4 Operating Leases:

At December 31, 2001, the Company is obligated under operating leases
for office space and office equipment, with minimum lease payments
through April 2010 as follows:

                  Year ending
                  December 31,                       Amount

                  2002                               $16,354
                  2003                                16,354
                  2004                                16,354
                  2005                                16,354
                  2006                                16,354
                     Thereafter                       64,201
                                                      $145,971

Rent expense for the years ended December 31, 2002 and 2001
applicable to these operating leases was $17,601and $20,080, respectively.

Note 5   Concentration Risk:

Financial instruments, which potentially expose the Company to
concentrations of credit risks,consist primarily of cash and commissions
receivable. Commissions receivables are due from production companies,
which operate in theaters throughout New York City.  The Company
minimizes its risks by monitoring its customer balances.

The Company at times during the year maintains its cash in accounts,
which exceed Federally insured limits for such accounts. The Company
limits its credit risk by selecting financial institutions considered
to be highly creditworthy.

The Company's revenue stream is directly dependent upon in the influx
of tourism into New York City. The World Trade Center tragedy on
September 11, 2001 has had a severe impact on economic growth in New
York City, especially with respect to tourism. The possibility of fewer
potential customers for future performance may negatively impact the
Company's future results.

Note 6   Deferred Income Taxes:

The Company has a carry-forward loss for income tax purposes of $28,719
that may be offset against future taxable income. The carry-forward
loss expires in the year 2020. Due to the uncertainty regarding the success
of the future operations, management has valued the deferred tax asset
allowance at 100% of the related deferred tax assets. The deferred tax
assets, liabilities and valuation allowances as of December 31, 2002 and
2001 consist of the following:

                                                 December 31,     December 31,
                                                         2002            2001

Deferred tax assets arising form net operating losses  $7,180              -
Less: Valuation allowance                              (7,180)             -
Net Deferred tax liabilities, net                      $    -      $(12,420)
Net Deferred Tax Assets, net                           $    -             $ -


                                       25
<PAGE>

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

         There have been no changes in or disagreement with our accountants on
accounting and financial disclosures.

                                    PART III

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

         Our directors, executive officers and other key employees, and their
ages, as of March 15, 2002 are as follows:

Name                       Age      Positions held with the Company      Since
----                       ---      -------------------------------      -----
Phyllis Maxwell             76      President and Director                1989
Richard Kelley              61      Director                              1998

Mr Allen Vershel resigned as a director on April 29, 2002.

         The backgrounds of our directors, executive officers and significant
employees are as follows:

         Phyllis Maxwell is the founder and has been president of our company
since 1989. After over 21 years of experience in theatre, we believe that Mrs.
Maxwell has built relationships with box office personnel as well as a
reputation for service and knowledge of theatre.

        Richard Kelley has over thirty years of experience in theatre including
work as a company manager and box office treasurer. Mr. Kelley has been with us
since September 1998. From 1988 through 1998, he served as the Director of
Ticketing Operations for the Stamford Center for the Arts. As a group theatre
advisor, his extensive knowledge of theatre (past, present and future) is an
invaluable tool. His advice and counsel is sought by clients.


         During the past five years none of our directors, executive officers,
promoters or control persons were:

         (1) the subject of any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time;


                                       26
<PAGE>

         (2)convicted in a criminal proceeding or is subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

         (3) subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

         (4) found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law.

ITEM 10. EXECUTIVE COMPENSATION

         The following summary compensation table reflects all compensation
awarded to, earned by, or paid to our Chief Executive Officer and president and
other employees for all services rendered to us in all capacities during each
of the years ended December 31, 1999, 2000 and 2001. None of our other
executive officers received salary and bonus exceeding $100,000 during those
years.

-------------------------------------------------------------------------------
                        Summary Compensation Table
-------------------------------------------------------------------------------
------------------------------------------------- --------- -------------------
                                                   All Annual
Name and Principal Year        Salary    Bonus   Compensation
  Position         ----        ------    -----   ------------
                                                    (**)
---------------------- ------- ---------------------------- -------------------
--------------------- -------- ---------------------------- -------------------
Phyllis Maxwell    2002    $48,000(1)  $ 0         $ 0
President          2001    $48,000(1)  $ 0         $ 0
                   2000    $48,000(1)  $50,000     $ 0
------------------------------------------------- --------- -------------------
---------------------- ------- ---------------------------- -------------------
Richard Kelley     2002    $52,000(2)  $ 0         $ 0
Vice President     2001    $55,000(2)  $ 0         $ 0
                   2000    $55,000(2)  $ 0         $ 0
--------------------- -------- ---------------------------- -------------------

(1) Mrs. Maxwell receives health insurance and related fringe benefits, which
amounted in total to approximately $2,988 in 2002, $2,388 in 2001, and $2,388
in 2000.  As a requirement of business, Mrs. Maxwell attends every show on
Broadway and much of Off-Broadway.  (A portion of her expenses, such as meals,
transportation and entertainment of customers, are paid for by us.)

(2) Mr. Kelley receives health insurance and other fringe benefits which
amounted in total to approximately $10,508 in 2002, $3,730 for 2001,and $3,393
for 2000. In addition, in 2001, Mr. Kelley received $2,500 to cover his moving
expenses in 2001.

Directors' Compensation

         Directors are not compensated for their services as such. There are no
standard or other arrangements pursuant to which directors are compensated for
any services provided as a director or for which any director was compensated
during 2001 for any services provided as a director.

                                       27
<PAGE>

Employment and Severance Agreement

         There are no employment contracts or agreements between us and our
officers.

         We do not have any employee stock option or other incentive plans.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following lists as of February 28, 2003 the beneficial ownership of
common stock of each person known to us who owns more than 5% of our issued and
outstanding common stock and of our directors, executive officers and
significant employees.

Name and address** of            Amount and Nature            Percent of
Beneficial Owner                 of Beneficial Ownership       Class
-------------------------        -----------------------      ------
Phyllis Maxwell                           4,536,800              44%

Richard Kelley                               20,000                *

All directors, executive officers         4,556,000              44%
And significant employees as a
Group (2persons)

* Less than 1%

**Unless otherwise referenced, the address for each of the above mentioned
parties is c/o Clixtix, Inc., 1501 Broadway, Suite 1807, New York,
New York 10036.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Other than as described below, we have not entered into any
transactions during the last two years, or proposed transactions, to which we
were or are to be a party in which any of our directors, executive officers,
any 5% shareholder listed in Item 11 or any member of the immediate family of
any of these persons had a material interest. We do not have a parent company.

         On August 31, 2001, we and Maxwell Group Entertainment, Inc., a newly
formed New York corporation, entered into an Agreement and Plan of
Reorganization. Under the terms of that Agreement, we sold to Maxwell Group
Entertainment all of our tangible and intangible assets appearing our Balance
Sheet as of June 30, 2001 and Maxwell Group Entertainment assumed all of our
liabilities appearing on our June 30, 2001 Balance Sheet in consideration for
100 shares of the Maxwell Group Entertainment's common stock, which constitute
all of its issued and outstanding stock. As such, Maxwell Group Entertainment,
Inc. became our wholly owned subsidiary.

         Phyllis Maxwell serves as President, Secretary and director of Maxwell
Group Entertainment, Inc. In addition, Richard Kelley also serves as Vice
President and director of Maxwell Group Entertainment, Inc.


                                       28
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8K.

(a)      Exhibits:

EXHIBIT                    DESCRIPTION OF EXHIBIT AND FILING REFERENCE
NUMBER

Exhibit 2.0                Agreement and Plan of Reorganization (incorporated
                           by reference to Exhibit 2.0 to the Annual Report on
                           Form 10KSB for the year ended December 31, 2001)

Exhibit                    3.1(a) Articles of Incorporation (incorporated by
                           reference to Exhibit 3.1(a) of the Company's
                           Registration Statement on Form SB-2, File Number
                           333-46828 (the "Registration Statement"))

Exhibit 3.1(b)             Certificate of Amendment to the Articles of
                           Incorporation (incorporated by reference to Exhibit
                           3.1(b) of the Company's Registration Statement)

Exhibit 3.1(c)             Certificate of Amendment to the Articles of
                           Incorporation (incorporated by reference to Exhibit
                           3.1(c) of the Company's Registration Statement)

Exhibit 3.2                Bylaws (incorporated by reference to Exhibit 3.2 of
                            the Company's Registration Statement)


Exhibit 21.0               Subsidiaries of the Registrant (incorporated by
                           reference to Exhibit 21.0 to the Annual Report on
                           Form 10KSB for the year ended December 31, 2001)


     (b) Reports on Form 8K: No reports were filed on Form 8K during the last
quarter of the fiscal year ended December 31, 2001.

ITEM 14.CONTROLS AND PROCEDURES.

In order to ensure full and timely disclosure in our periodic reports,
as wells as on Form 8-K and proxy materials and information statements we
have formed a committee consisting of our president, vice president and
chief financial officer and a partner from our legal counsel.

The committee has been charged with the responsibility of establishing
a timeline and responsibility list for drafting quarterly and annual
reports and distributing reports to management, directors, legal counsel
and auditors. Responsibility will be assigned to specific members for the
continual review of the disclosure requirements for the various reports and
changes to laws or interpretations that affect our disclosures.


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Since the disclosures affect both financial and non-financial
information we have instructed our legal counsel to provide us with a
quarterly update, and copies of, amendments to or the adoption of new laws
and/or regulations affecting such disclosures. Contact your legal counsel
and have him/her provide a copy to the company of any new disclosure rule
updates or changes. Additionally, we have asked our auditors to provide us
a checklist to be followed in connection with quarterly and annual
financial reporting obligations. We also will require all officers and
directors to complete officers and directors questionnaires with respect to
each periodic report.

Responsibility will be assigned to specific members of the committee
for reviewing SEC filings by our competitors, to the extent available, and
reviewing analyst research reports or news articles about the industry to
report to the disclosure committee.

We require our principal executive and financial officers to provide
the committee with a report as to our business and operations which are
under their direct control.
In assigning responsibility for the different sections of our reports the
committee will seek to assign matters to those most qualified. For example,
legal matters will be assigned to the chief executive officer and/or legal
counsel, and financial related matters to the principal financial officer
or controller.

The committee will review and revise as necessary the description of
the risk factors affecting our business; and, will meet periodically to
identify material items and trends requiring disclosure. The committee will
also undertake to review, evaluate and revise as necessary our disclosure
controls and procedures and internal controls are required to be evaluated
quarterly (every 90 days).

The chief executive officer will be responsible for documenting the
procedures undertaken and completed with respect to each report.


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                                   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.

Dated: March 24, 2003                           Clixtix, Inc.
                                                By: /s/ Phyllis Maxwell
                                                Phyllis Maxwell, President


In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


     SIGNATURE                   TITLE                              DATE


By: /s/ Phyllis Maxwel       President and Director

                            (principal executive officer)       March 24, 2003
Phyllis Maxwell


By: /s/ Richard Kelly        Vice President and Director
                            (principal financial officer,       March 24, 2003
Richard Kelley                          principal accounting officer)



                                 Certifications

I , Phyllis Maxwell, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Clixtix, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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 a) designed
such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared; b) evaluated the effectiveness
of the registrant's disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the "Evaluation Date");
and c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying  officers and I have disclosed, based on
our most recent evaluation, to the  registrant's auditors  and the audit
committee of registrant's board of  directors (or persons performing the
equivalent functions): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internalcontrols; and b) any fraud, whether or not material, that involves
management orother employees who have a significant role in the registrant's
internalcontrols; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or  not there were significant changes in internal
controls or in other factors  that could significantly affect internal
controls subsequent to the date of  our most recent evaluation, including any
corrective actions with regard to  significant deficiencies and material
weaknesses.

/s/ "Phyllis Maxwell"

Phyllis Maxwell, President


I , Richard Kelley, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Clixtix, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed
such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared;


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b) evaluated the effectivenessof
the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.  The registrant's other certifying  officers and I have disclosed, based on
our most recent evaluation, to the  registrant's auditors  and the audit
committee of registrant's board of  directors (or persons performing the
equivalent functions): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internalcontrols; and b) any fraud, whether or not material, that involves
management orother employees who have a significant role in the registrant's
internalcontrols; and

6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses. /s/ "Richard Kelley" Richard Kelley, Vice President (principal
financial officer, principal accounting officer)

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