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, 2003.

                                                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 Employer Identification 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 by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

State issuer's revenues for its most recent fiscal year: $243,875


                                       1
<PAGE>

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of as
specified date within the past 60 days (see definition of affiliate in Rule
12b-2 of the Exchange Act.): $ 6,341,360 as at February 3, 2004 based on the
closing price of the common shares of $0.62 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 5, 2004.

           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

   ITEM 1.  DESCRIPTION OF BUSINESS                                            4

   ITEM 2.  DESCRIPTION OF PROPERTY                                           11

   ITEM 3.  LEGAL PROCEEDINGS                                                 11

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               11

   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          11

   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         12

   ITEM 7.  FINANCIAL STATEMENTS                                              19

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE                                       30

   ITEM 8A. CONTROLS AND PROCEDURES

   ITEM 9.  DIRECTORS AND  EXECUTIVE OFFICERS OF THE REGISTRANT               31

   ITEM 10. EXECUTIVE COMPENSATION                                            31

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT AND RELATED STOCKHOLDER MATTERS                    34

   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    34

   ITEM 13. EXHIBITS AND REPORTS ON FORM 8K                                   34

   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                            35


                                       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.

      Pursuant to an Asset Purchase Agreement dated as of September 23, 2003
(the "Asset Purchase Agreement") by and among Clixtix, Inc, Vic Cantor Theatre
Party Services, Inc., a New York corporation and Harold Fishkin, the sole
shareholder of VCT, Clixtix acquired certain of the assets of VCT in
consideration of the payment of an aggregate purchase price of $164,000.

      The Purchase Price was paid (a) $54,000 by certified check and (b) the
balance by delivery of a three year promissory note payable bearing an interest
rate of 4.5% in equal monthly installments of $3,312.47 commencing on December
23, 2003. Based upon certain threshold ticket sales being achieved over the next
12 months, VCT has the ability to "earn" and additional $36,000 generated and
closed by Robert Trautmann, a sales agent, which if paid would increase the
aggregate Purchase Price to $200,000.

      VCT has been engaged in the business of group and individual ticket sales
for theatrical and other events in the New York City area. In accordance with
the terms of the Asset Purchase Agreement, each of VCT and Harold Fishkin has
agreed not to compete with Clixtix for a period of five years.

      VCT was founded over thirty years ago. It was a pioneer in the group
ticket business. Many of the customers have been with the Cantor company over
the thirty years. The assets acquired consent of: 1) Customer List; 2)
Commissions receivable for future performances booked and paid; 3) Some office
equipment, several sales agents and good will. The continuing relationships
among customers, box office personnel and industry people is valuable, though
difficult to quantify. The merger of the two companies is complete.

      Clixtix is actively reviewing and pursuing similar group sales and theatre
party companies for possible acquisition and/or merger by Clixtix to further
enhance the company's position in the marketplace as well as provide financial
growth in total sales and earned commissions and net profits.

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


                                       4
<PAGE>

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.

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. The majority of our clients are solicited by telephone and
direct recommendations from our existing clients. Additional solicitation is
derived through listings on the internet including web sites clixtix.com,
pmaxtix.com, bizbash.com, www.geocities.com.

      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 13 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.


                                       5
<PAGE>

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 25 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, 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 has entered 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 continues to be one of the top tourist destinations in the United
States. In 2002, New York City was ranked as the top U.S. Destination by
Hotels.com for the 2003-2004 winter destination followed by Las Vegas and
Orlando. In 2002, 35.3 million tourists journeyed to New York an overall growth
after the events September 11, 2001. The highest reported year was 1999 with
36.4 million visitors with a significant gain from U.S. domestic visitors and a
significant reduction in foreign visitors.

      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 in road 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 Entertainment has
nine shows on Broadway and owns the Ford Theatre, a restoration and
consolidation of two theatres into a 1700 seat showplace and its subsidiary SFX
Theatricals has two shows on Broadway. The financial strength of these companies
has brought about a large amount of advertising


                                       6
<PAGE>

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. The League of American
Theatres and Producers, the trade group for commercial Broadway, has issued
projected year-end statistics for 2003 to be $730 million, up roughly 3.2% from
the $707 million for 2002 and nearly 10% from the $664 million for 2001. Our
fees are based on a fixed percentage of these rising prices.

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.

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 5, 2004, we employed a total of three employees of which
all are full time, and the company has two consultants.

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.

      We experienced revenue growth during the recent year, for the year ended
December 31, 2003 our revenues increased by 9.5% over the year ended December
31, 2002, as compared to decreases reported during the previous two years of 15%
and 2%, respectfully for the year ended December 31, 2002 and


                                       7
<PAGE>

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.

      A significant growth in revenues over previous years is based upon the
events surround September 11, 2001 and the sustained negative financial impact
of the Broadway and Off-Broadway theatrical industry, tourism in New York City
and a reduction in the number of available shows subsequent to September 11th.
In the recent years, New York City and the theatrical industry has begun and
continues to experience a period of recovery and growth directly affecting our
growth.

      A portion of the growth in revenues can be attributed to the acquisition
of Vic Cantor Theatre Party Services, Inc.

      To the extent that revenues do not grow at anticipated rates, or that we
are unable to secure or retain 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.
Currently, only a small portion of our customers are solicited by internet. Our
company is listed as a source for group tickets on several web sites. We
currently solicit only a small portion of our sales via the internet.

      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.

      Our chief executive officer and the chief financial officer have concluded
based of their evaluation as of a date within 90 days prior to the date of
filing this Report, that the Registrant's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Registrant
in the reports filed or submitted by it under the time periods specified in the
Securities and Exchange Commission's rules and forms, and include controls and
procedures designed to ensure that information required to disclosed by the
Registrant in such reports is accumulated and communicated to the Registrant's
management, including its chief executive officer, as appropriate to allow
timely decision regarding


                                       8
<PAGE>

required disclosure. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of such evaluation.

      As of February 6, 2004, 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. Mrs. Maxwell's husband, Herb Maxwell, currently owns 20,000 shares
of common stock.

      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 thirty
years 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.

      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.

      OUR MANAGEMENT'S AGE IS A SIGNIFICANT FACTOR.

      A significant portion of the ongoing business and sales is dependent upon
the personal abilities and business relationships developed and managed by Mrs.
Maxwell and Mr. Kelley currently aged 78 and 63, respectfully. The Company's
ability to continue and maintain sales and income at the current levels would be
significantly impacted either Mrs. Maxwell or Mr. Kelley could no longer perform
their duties due to age and/or health restrictions.

      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"


                                       9
<PAGE>

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, then 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.

RECENTLY ENACTED AND PROPOSED CHANGES IN SECURITIES LAWS AND REGULATIONS ARE
LIKELY TO INCREASE OUR COSTS.

      In July 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 ("SOX"). The purpose of the SOX is to, among other things, protect
investors by improving the accuracy and reliability of corporate disclosures
made pursuant to the securities laws. We expect these developments to increase
the legal and financial compliance costs, and to make some activities more
difficult. For example, we expect these developments to make it more difficult
and more expensive for public companies to obtain director and officer liability
insurance. These developments could make it more difficult for us to attract and
retain qualified members of our board of directors, particularly to serve on an
audit committee, and qualified executive officers. We are presently evaluating
and monitoring regulatory developments and cannot estimate the timing or
magnitude of additional costs we may incur as a result. Furthermore, proposed
changes in the accounting rules, including legislative and other proposals to
account for employee stock options as compensation expense, could increase the
expenses that we report under GAAP and adversely affect our operating results.
While we will endeavor to establish the requisite procedures and structure our
corporate governance in accordance with SOX and the rules and regulations issued
by the SEC thereunder, we cannot assure you that we will be successful in this
regard or that the costs we incur in doing so will not prove exorbitant.

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


                                       10
<PAGE>

      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.

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 January 1, 2003
through December 31, 2003. These prices represent quotations between dealers
without adjustment for retail markup, markdown or commission and may not
represent actual transactions.

-------------------------------------------------------------------
        Quarter        Volume          High            Low
-------------------------------------------------------------------
January 1, 2003 to
March 31, 2003         209,800        $0.11           $0.10
-------------------------------------------------------------------
April 1, 2003 to
June 30, 2003          516,100        $5.75           $0.11
-------------------------------------------------------------------
July 1, 2003 to
Sept 30, 2003           83,000        $1.45           $0.55
-------------------------------------------------------------------
October 1, 2003 to
December 31, 2003       90,997        $0.51           $0.16
-------------------------------------------------------------------

      As of February 4, 2004, 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, 2003, 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


                                       11
<PAGE>

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 elsewhere
in this Annual Report.

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.


                                       12
<PAGE>

      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, 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
(e.g. 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


                                       13
<PAGE>

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 subscription plan that would allow ticket
buyers in the New York area to buy 2 or 4 tickets in faadvance 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 was 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, 2003 AND 2002 RESULTS OF OPERATIONS

      For the year ended December 31, 2002, we had a net profit of $1,664
compared to a net loss of $47,118 for the year ended December 31, 2002, an
increased profit of $48,782. Our commission revenues increased by 9.5% from
$222,715 for the year ended December 31, 2002 to $243,875 for the year ended
December 31, 2003.

      Our general and administrative expenses decreased by 10% from 270,266 for
the year ended December 31, 2002 to $243,184 for the year ended December 31,
2003 attributed to 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 increase in commission revenues for the year ended December 31, 2003
was largely attributed to the continuing recovery after the negative effects of
September 11, 2001 and the general state of the economy combined with the
acquisition of Vic Cantor Theatre Party Services.

      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


                                       14
<PAGE>

      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 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.

      The impact continued as a result of travel alerts during Spring 2002 for
New York City limited and lowered the ongoing bookings of groups and customers
through Spring of 2003. A reversal of the effects combined with additional
revenues as a result of the purchase of the business assets from the Vic Cantor
Theatre Party Services, Inc. including its client base and commission
receivables.

      Our general and administrative expenses which decreased by 10% 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.

LIQUIDITY AND CAPITAL RESOURCES

      We ended 2003 with a cash position of $53,158 compared to $52,406 at
December 31, 2002. For the year ended December 31, 2003, we had a cash flow from
operating activities of $ 162,930 compared to a cash flow from operating
activities of $33,041, for the year end December 31, 2002. The increase in cash
flow for the year ended December 31, 2003 can be attributed to the acquisition
of Vic Cantor Theatre Party Services ("VCT") for $164,000 and the increase in
liabilities of $153,463 for the year ended December 31, 2003. The increase in
liabilities was a result of the VCT acquisition.

      The cash flow from operating activities increase as a result of cash
received from customers in 2003 as compared to in 2002 and a reduction in
operating expenses. This is due to an increase in sales activities in 2003
following the dramatic reduction in business in the months following the events
of September 11, 2001 and the acquisition of VCT. As such, we feel that our
present cash flow is sufficient to satisfy our current requirements through the
year ended December 31, 2004.

      However, we may require significant additional financial resources for
future expansion, especially if the expansion is effected through an additional
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 2004. 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


                                       15
<PAGE>

      We have been conducting the same type of business activities for over 13
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. Currently running
on Broadway are 27 productions as of May 5, 2003.

      Successful shows are enjoying a longer run time (i.e., Cats ran for 18
years; Les Miserables, 16 years; Miss Saigon, 9 years as of December 2003). In
addition, currently long running productions Phantom of the Opera has run over
16 years; Rent, 7.8 years; Beauty and the Beast, 9.8 years; Lion King, 6.2
years, as of May 5, 2003. 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 Theatrical Productions, Clear Channel Entertainment, Clear
Channel's subsidiary SFX Entertainment, Fox Theatricals and Dodger Theatricals
furnishing productions backed by substantial promotion dollars. In fact, Disney
is currently presenting three productions on Broadway and Clear Channel
Entertainment has produced 11 productions including through is subsidiary SFX
Entertainment with another 9 productions in association with Clear Channel or
SFX Entertainment.

      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 had a severe
impact on the economic situation in New York City during the remainder of 2001
and 2002, especially with respect to tourism and theatre. Immediately following,
several advertising campaigns undertaken as well as promotions at many of the
city's hotels and restaurants encouraged 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 levels that existed
prior to September 11, 2001. Despite New York City's current leading rank
amongst tourist destinations to major U.S. Cities, unforeseen events could
impact tourism without warning and negatively impact 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 tourism increases have promised more interest and
business in theatre. Assuming that the level of tourism and theatre attendance
and total box office grosses continues to increase, all of these influences,
changes and product development taking place including the ongoing changes in
Times Square, the participation of the business giants and the promotion of all
of live entertainment can only affect us positively. Lion King (Disney) has been
playing to an average of 99% of its box office capacity after 6 years. Les
Miserables closed after 16 years. The longevity of several of the other shows
(i.e., Lion King, Beauty and the Beast, Phantom of the Opera, Chicago and Stomp)
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.

      The Total Paid Attendance for Broadway in 2002 and 2003 decreased from
11,406,505 to 11,112,436. The Cumulative Box Office Gross increased from


                                       16
<PAGE>

$707,050,303 to $725,462,411. The Total Playing Weeks, the measure of
productivity of Broadway as measured by the overall number of logged weeks
performed, decreased from 1,511 to 1459. The results of 2003 have increased
substantially from the year ended 1993 with a Total Paid Attendance of
7,642,860, Cumulative Box Office Gross of $333,316,961 and the overall logged
weeks of 981.

      As of February 5, 2004; a total of 37 new productions have opened on
Broadway during the current 2003-2004 theatrical season and compared to 25 new
productions for the same period ending February 5, 2003. The total new
productions for the entire 2002-2003 theatrical season total 41 productions.

      As of February 5, 2004; a total of 27 productions previously running on
Broadway closed during the 2003-2004 theatrical season and compared to 29
productions that closed for the same period ending February 5, 2003. The total
productions that closed during the entire 2002-2003 theatrical season totaled 47
productions.

      New York continues to be one of the top tourist destinations in the United
States. In 2002, New York City was ranked as the top U.S. Destination by
Hotels.com for the 2003-2004 winter destination followed by Las Vegas and
Orlando. In 2002, 35.3 million tourists journeyed to New York an overall growth
after the events September 11, 2001. The highest reported year was 1999 with
36.4 million visitors with a significant gain from U.S. domestic visitors and a
significant reduction in foreign visitors.

      However, it is unclear whether such demand will continue given the
generally unstable economic and political climate.

      As at December 31, 2003, we had employed a total of three employees of
which all are full time, and the company has two consultants. We may need to
hire additional employees during the year ending December 31, 2004 if our needs
and resources permit.

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.


                                       17
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

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

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

                                    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


                                       18
<PAGE>

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

                       INDEPENDENT ACCOUNTANT'S AUDIT REPORT

I have audited the accompanying consolidated balance sheet of Clixtix, Inc. and
Subsidiary (Formerly Phyllis Maxwell's Group, Inc.) as of December 31, 2003 and
2002, and the related consolidated statement of operations, consolidated changes
in stockholders' equity and consolidated cash flows for the year ended December
31, 2003 and 2002. The financial statements are the responsibility of the
Company's management. My 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 standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. Also, an audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. 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, 2003 and 2002, and
the results of its operations and cash flows for the years then ended in
conformity with generally accepted accounting principles accepted in the United
States of America.


/s/"Richard Prinzi Jr." Brooklyn, New York January 31, 2004


                                       19
<PAGE>

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

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 December 31,    December 31,
                                                                     2003            2002
                                                                 ----------------------------
<S>                                                              <C>             <C>
ASSETS

Current Assets:
        Cash                                                     $     53,158    $     52,406
        Commissions receivable                                         63,400          71,203
        Goodwill, net of amortization                                 162,178              --
        Other assets                                                    2,654           2,654
                                                                 ----------------------------

                    Total current assets                              281,390         126,263
                                                                 ----------------------------

                    Total assets                                 $    281,390    $    126,263
                                                                 ============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
        Accounts payable & other liabilities                     $     99,414    $     99,951
        Current Portion of Debt                                        22,000              --
                                                                 ----------------------------

                    Total Current liabilities                         121,414          99,951
                                                                 ----------------------------

Long-Term Liabilities:
        Loans from Officers                                            44,000              --
        Long-Term Portion of Debt                                      88,000              --
                                                                 ------------    ------------

                    Total liabilities                                 253,414          99,951

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                                                     (27,055)        (28,719)
                                                                 ----------------------------

                    Total stockholders' equity                         27,976          26,312
                                                                 ----------------------------

                    Total liabilities and stockholders' equity   $    281,390    $    126,263
                                                                 ============================
</TABLE>

        See accountants' audit report and notes to financial statements.


                                       20
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                             Year ended     Year ended
                                            December 31,   December 31,
                                                2003           2002
                                            ------------   ------------

Commission revenue                          $    243,875   $    222,715

General and administrative expenses              243,184        270,266
                                            ------------   ------------

Income (loss) from operations                        691        (47,551)

Interest income                                      973            433
                                            ------------   ------------

Net income (loss)                           $      1,664   $    (47,118)
                                            ===========================

Earnings per common share - basic
        and diluted                         $     0.0002   $    (0.0046)
                                            ===========================

Weighted average common shares
         outstanding - basic and
         dilutive                           $ 10,228,000   $ 10,228,000
                                            ============   ============

        See accountants' audit report and notes to financial statements.


                                       21
<PAGE>

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

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                 Common Stock       Additional
                                           -----------------------    Paid-In      Retained
                                             Shares       Amount      Capital      Earnings       Total
                                             ------       ------    ---------------------------------------
<S>                                        <C>          <C>          <C>          <C>           <C>
Year ended December 31, 2002:

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

Net loss, year ended December 31, 2002             --           --           --      (47,118)      (47,118)
                                           ---------------------------------------------------------------

Balances, December 31, 2002                10,228,000       20,973       34,058      (28,719)       26,312

Year ended December 31, 2003:

Net income, year ended December 31, 2003           --           --           --        1,664         1,664
                                           ---------------------------------------------------------------

Balances, December 31, 2003                10,228,000   $   20,973   $   34,058   $  (27,055)   $   27,976
                                           ===============================================================
</TABLE>

        See accountants' audit report and notes to financial statements.


                                       22
<PAGE>

                          Clixtix, Inc and Subsidiary

                   (Formerly Phyllis Maxwell's Groups, Inc.)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     Year ended      Year ended
                                                                    December 31,    December 31,
                                                                        2003            2002
                                                                    ----------------------------
<S>                                                                 <C>             <C>
Reconciliation of net loss to net cash provided by
    operating activities:
           Net Income (loss)                                        $      1,664    $    (47,118)
                                                                    ----------------------------

     Adjustments to reconcile net loss to net cash
           provided by (used in)
           operating activities:

                Deferred income taxes                                         --         (12,420)

                Accrued interest                                              --              --

                Change in assets (increase) decrease:

                   Commission receivable                                   7,803          32,336

                   Other assets                                               --              --

                       Change in liabilities increase (decrease):

                   Accounts payable & other liabilities                  153,463          60,243
                                                                    ----------------------------

                                      Total adjustments                  161,266          80,159

                Net cash provided by (used in)
                operating activities                                     162,930          33,041
                                                                    ----------------------------

     Investing activities:

                Goodwill from purchase of business                       162,178
                                                                    ----------------------------

                Net cash (used in) provided by
                financing activities                                    (162,178)             --
                                                                    ----------------------------

     Financing activities:

                Net cash (used in) provided by
                financing activities                                          --              --
                                                                    ------------    ------------

Net increase (decrease) in cash                                              752          33,041

Cash, beginning of year                                                   52,406          19,365
                                                                    ------------    ------------

Cash, end of year                                                   $     53,158    $     52,406
                                                                    ============    ============
</TABLE>

        See accountants' audit report and notes to financial statements.


                                       23

<PAGE>

                           Clixtix, Inc and Subsidiary

                    (Formerly Phyllis Maxwell's Groups, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1   Nature of Operations 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.

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.

         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 carryforwards. The deferred taxes represent the future
         tax return consequences of those differences, which will either be
         taxable or 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.


                                       24
<PAGE>

         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.

Note 2   Summary of Significant Accounting Policies (Continued):

         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 Exchange Commission for purpose of
         issuing an additional 1,000,000 shares of common stock at an issuance


                                       25
<PAGE>

         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.

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, 2003, 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
                    ------------                                ------

                        2003                                  $  16,354

                        2004                                     16,354

                        2005                                     16,354

                        2006                                     16,354

                        2007                                     16,354

                     Thereafter                                  47,847
                                                              ---------
                                                              $ 129,617
                                                              =========

         Rent expense for the years ended December 31, 2003 and 2002 applicable
         to these operating leases was $22,614 and $17,811, 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


                                       26
<PAGE>

         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 performances may negatively impact the
         Company's future results.

Note 5   Concentration Risk (Continued):

         As shown in the consolidated financial statements the accumulated
         deficit at December 31, 2003 amounted to $27,055. Management believes
         that over the next twelve months, its operations will be sustained by
         its existing cash, operations and new business acquired at the end of
         2003. 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 accompanying financial statements do not include any adjustments
         that might result from the eventual outcome of the risks and
         uncertainties described above.

Note 6   Deferred Income Taxes:

         The Company has a carry-forward loss for income tax purposes of $27,055
         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, 2003 and 2002 consist of the following:

                                                December 31,    December 31,
                                                     2003            2002
                                                ----------------------------

         Deferred tax assets arising form net
         operating losses                       $      6,764           7,180

         Less: Valuation allowance                    (6,764)         (7,180)
                                                ----------------------------
         Net Deferred tax liabilities, net      $         --    $         --
                                                ----------------------------
         Net Deferred Tax Assets, net           $         --    $         --
                                                ============================


                                       27
<PAGE>

Note 7   Intangable Asset:

         On September 23, 2003 the Company purchased the customer list and
         commissions receivable of Vic Cantor Theatre Party Services for
         $164,000. The assets was recorded as goodwill to be amortized over 15
         years. The amortization expense at December 31, 2003 is $1,822, the
         accumulated amortization is as follows:

                                    December 31,    December 31,
                                         2003            2002
                                    ----------------------------

         Goodwill                   $    164,000              --

         Accumulated Amortization         (1,822)             --
                                    ----------------------------
                                    $    162,178    $         --
                                    ============================

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.

ITEM 8A. CONTROLS AND PROCEDURES

      Based on an evaluation as of the date of the end of the period covered by
this Form 10-KSB, our Chief Executive Office and Chief Financial Officer
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as required by Exchange Act Rule 13a-15.
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the Commission's rules and forms.

Changes in Internal Controls

      There were no significant changes in the our internal controls over
financial reporting that occurred during the quarter and year ended December 31,
2003 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls.

      Our management believes that a control system, no matter how well designed
and operated, cannot provide absolute assurance that the objectives of the
control system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected.


                                       28
<PAGE>

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 February 5, 2003 are as follows:

Name                   Age    Positions held with the Company      Since
----                   ---    -------------------------------      -----
Phyllis Maxwell        78     President and Director                1989
Richard Kelley         63     Director                              1998

      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 23 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;

      (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


                                       29
<PAGE>

each of the years ended December 31, 2000, 2001 and 2002. None of our other
executive officers received salary and bonus exceeding $100,000 during those
years.

---------------------------------------------------------------------------
                        Summary Compensation Table
---------------------------------------------------------------------------
Name and Principal                                            All Annual
    Position            Year     Salary            Bonus     Compensation
-------------------    -------- ------------  -------------  ------------
                                                                 (**)
-------------------    -------- ------------  -------------  ------------

Phyllis Maxwell         2003    $48,000(1)          $ 0         $ 0
President               2002    $48,000(1)          $ 0         $ 0
                        2001    $48,000(1)          $ 0         $ 0
-------------------    -------- ------------  -------------  ------------

Richard Kelley          2003    $52,000(2)          $ 0         $ 0
Vice President          2002    $52,000(2)          $ 0         $ 0
                        2001    $55,000(2)          $ 0         $ 0
-------------------    -------- ------------  -------------  ------------

(1)   Mrs. Maxwell receives health insurance and related fringe benefits, which
      amounted in total to approximately $3,000 in 2003, $2,988 in 2002, and
      $2,388 in 2001. 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 $10,500 in 2003 $10,508 in 2002, and
      $3,730 for 2001. 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 2003 for any services provided as a director.

Employment and Severance Agreement

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


                                       30
<PAGE>

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


                                       31
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following lists as of March 5, 2004 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%

All directors, executive officers      4,536,800                  44%
And significant employees as a
Group (2 persons)

*     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.

***   Herb Maxwell, the husband of Phyllis Maxwell, currently owns 20,000 shares
      not included in the ownership of shares by Phyllis Maxwell.

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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8K.

(a)   Exhibits:


                                       32
<PAGE>

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

Exhibit 31.1               Rule 13a-14(a)/15d-14(a) Certification by the Chief
                           Executive Officer

Exhibit 31.2               Rule 13a-14(a)/15d-14(a) Certification by the Chief
                           Financial Officer

Exhibit 32.1               Certification by the Chief Executive Officer pursuant
                           to Section 906 of the Sarbanes-Oxlely Act of 2002.

Exhibit 32.2               Certification by the Chief Financial Officer pursuant
                           to Section 906 of the Sarbanes-Oxlely Act of 2002

      (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


                                       33
<PAGE>

continual review of the disclosure requirements for the various reports and
changes to laws or interpretations that affect our disclosures.

Since the disclosures affect both financial and non-financial information we
have instructed our legal counsel to provide us with a annual 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 annual (every 90 days).

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


                                       34
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: February 19, 2004                                  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 Maxwell      President and Director
Phyllis Maxwell              (principal executive officer)  February 19, 2004


By: /s/ Richard Kelley       Vice President and \
Richard Kelley               (principal financial officer)  February 19, 2004


                                       35
<PAGE>

                                  Clixtix, Inc.
                 Form 10KSB for the Year Ended December 31, 2003
                         Commission File No.: 333-46828
                                Index to Exhibits

Exhibit 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.        Subsidiaries of the Registrant

Exhibit 31.1       Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive
                   Officer

Exhibit 31.2       Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial
                   Officer

Exhibit 32.1       Certification by the Chief Executive Officer pursuant to
                   Section 906 of the Sarbanes-Oxlely Act of 2002.

Exhibit 32.2       Certification by the Chief Financial Officer pursuant to
                   Section 906 of the Sarbanes-Oxlely Act of 2002

*     Previously Filed.


                                       36