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

                                  FORM 10K-SBA

(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


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<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.


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                              <C>
ITEM 1.   DESCRIPTION OF BUSINESS                                                 4

ITEM 2.   DESCRIPTION OF PROPERTY                                                 9

ITEM 3.   LEGAL PROCEEDINGS                                                       9

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    10

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS and SMALL
          BUSINESS ISSUER PURCHASES of EQUITY SECURITIES                         10

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              10

ITEM 7.   FINANCIAL STATEMENTS                                                   17

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE                                                   29

ITEM 8A.  CONTROLS AND PROCEDURES                                                29

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                    30

ITEM 10.  EXECUTIVE COMPENSATION                                                 30

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS                                            32

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         32

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8K.                                       33

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 34

SIGNATURES                                                                       34
</TABLE>


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<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 by and
among Clixtix, Inc., Vic Cantor Theatre Party Services, Inc., a New York
corporation and Harold Fishkin, the sole shareholder of Vic Cantor Theatre Party
Services, Clixtix acquired certain of the assets of Vic Cantor Theatre Party
Services 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 $110,000 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" an additional $36,000
generated and closed by Robert Trautmann, a sales agent, if paid.The assets
acquired consent of: 1) Customer List; 2) Several sales agents and the
continuing relationships among customers, box office personnel and industry
people is valuable, though difficult to quantify. Please refer to "ITEM 6.
Management's Discussion And Analysis Or Plan Of Operation."

      Vic Cantor Theatre Party Services, founded over thirty years ago , 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.

      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.

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


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<PAGE>

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.
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.


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<PAGE>

      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 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.


                                       6
<PAGE>

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 approximately 13% 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
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 surrounding 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. For the year ended December 31, 2003,a portion of the growth in
revenues can be attributed to the acquisition of Vic Cantor Theatre Party
Services.

            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.


                                       7
<PAGE>

      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 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 5,086,600
shares (approximately 50%) 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.


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<PAGE>

      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.

      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

      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.


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<PAGE>

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 and SMALL
        BUSINESS ISSUER PURCHASES of EQUITY SECURITIES

      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
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.


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<PAGE>

Overview

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

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

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

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

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

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

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


                                       11
<PAGE>

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

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

      From the effective date of the registration statement through December 31,
2001, we utilized approximately $2,570 of the net offering proceeds to make
direct payments for expenses associated with the design, maintenance and use of
our web site. The balance of the net offering proceeds 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


                                       12
<PAGE>

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 loss of $8,337 compared
to a net loss of $47,118 for the year ended December 31, 2002, an decrease in
loss of $38,781. Our commission revenues increased by approximately 13% from
$222,715 for the year ended December 31, 2002 to $250,949 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 $260,259 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

      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 no cash on hand compared to $52,406 at December 31,
2002. For the year ended December 31, 2003, we had a negative cash flow from
operating activities of $ 62,486 compared to a cash flow from operating
activities of $33,041, for the year end December 31, 2002. The decrease in cash
flow for the year ended December 31, 2003 can be attributed to the acquisition
of Vic Cantor Theatre Party Services for $164,000 and the increase in
liabilities of $88,697 for the year ended December 31, 2003.

      On September 23, 2003 (the "Acquisition Date"), the Company entered into
an Asset Purchase Agreement (the "Agreement") with Vic Cantor Theatre Party
Services, Inc. ("VCT") ,a New York Corporation, and Harold Fishkin, the sole
shareholder of Vic Cantor Theatre Party


                                       13
<PAGE>

Services. Pursuant to the Agreement, the Company acquired a customer list for
$54,000 in cash and incurred a note payable to VCT in the amount of $110,000
(refer to note 4 of our audited financial statements) for a total consideration
of $164,000. Also, the aggregate purchase price of the customer list from VCT
may be reduced if certain levels of earnings are met over the next 12 month
period from the Acquisition Date.

      Pursuant to the Agreement, as part of an earn-out provision, the Company,
based on future commissions received from one former customer of VCT may be
liable to pay the seller up to an additional $36,000 in 2004. Management's
current estimate is that it is reasonably possible that some earn-out payment
will be made from future commissions earned from this one customer in 2004. As
of the date of the financial statements included in this report, the total
earn-out to be paid is unknown.

      The acquired customer list is subject to amortization over its estimated
useful life of 5 years.

Customer list - at cost           $ 164,000

Less:  accumulated amortization      (8,896)
                                  ---------

             Total                $ 155,104
                                  =========

      Amortization expense for the year ended December 31, 2003 was $8,896.
Estimated amortization expense for each of the ensuing years through December
31, 2008 is approximately $32,800.

      A related party to the Company loaned $44,000 to the Company in order to
acquire the customer list. The loan is a demand note, with no defined terms or
interest rate.

      Pursuant to the acquisition of the customer list (refer to note 3 of our
audited financial statements), the Company had incurred a note payable to VCT
for the principal amount of $110,000, due in three years. The note bears an
interest of 4.50% per annum with future maturities of $38,024 in 2004, $36,779
in 2005 and $35,197 in 2006. Payment of the note balance is contingent upon
future earnings derived from the acquired customer list. No payments were made
in 2003. The first payment was made January 2004.

      The principal balance will be reduced by the difference, if any, between
$150,000 and the net revenues derived by the Company from the customer list, one
year after the Acquisition Date. Management believes, based on past performance
of VCT and future projections that it is probable that the total principal
balance will be due to VCT.

      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

      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


                                       14
<PAGE>

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
$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


                                       15
<PAGE>

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.


                                       16
<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

Financial Statements:

                                                                            Page
                                                                            ----

         INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS                      17

         INDEPENDENT AUDITORS' REPORT - CURRENT AUDITOR                      18

         INDEPENDENT AUDITORS' REPORT - PREDECESSOR AUDITOR                  19

         CONSOLIDATED FINANCIAL STATEMENTS:

                  BALANCE SHEET                                              20

                  STATEMENTS OF OPERATIONS                                   21

                  STATEMENTS OF CHANGES IN STOCKHOLDERS'
                           EQUITY                                            22

                  STATEMENTS OF CASH FLOWS                                   23

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                   24-28


                                       17
<PAGE>

Board of Directors
Clixtix, Inc.
New York, N.Y.

                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheet of Clixtix, Inc. and
subsidiary as of December 31, 2003, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Clixtix, Inc. and
subsidiary as of December 31, 2003, and the results of their operations and
their cash flows for the year ended, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming Clixtix, Inc.
and subsidiaries will continue as a going concern. As more fully described in
Note 1, the Company's recurring losses from operations and working capital
deficit raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding these matters are also described in Note
1. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/ Livingston Wachtell & Co., LLP
New York, New York
April 29, 2004


                                       18
<PAGE>

                             Richard M. Prinzi, Jr.
                           Certified Public Accountant
                                 8403 7th Avenue
                               Brooklyn, NY 11228
                              Phone (71P8) 748-2300

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, New York 10036

I have audited the accompanying consolidated balance sheet of Clixtix, Inc. and
Subsidiary (Formerly Phyllis Maxwell's Group, Inc.) as of December 31, 2002, and
the related consolidated statement of operations, consolidated changes in
stockholders' equity and consolidated cash flows for the year ended December 31,
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, 2002, and the
results of its operations and cash flows for the year then ended in conformity
with generally accepted accounting principles accepted in the United States of
America.

The consolidated balance sheet of Clixtix, Inc. and Subsidiary (Formerly Phyllis
Maxwell's Group, Inc.) as of December 31, 2001, is presented herein. The related
consolidated statement of operations, stockholders' equity and cash flows for
the year then ended are also presented herein for comparison.

The audit report dated February 14, 2002, prepared by the Company's former
auditor which an unqualified opinion was expressed is not presented herein. The
December 31, 2002 financial statements were prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered recurring losses from operations and has a net capital
deficiency, which raise substantial doubt about its ability to continue as a
going concern. Management's plans in regards to these matters are also discussed
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


Brooklyn, New York
February 5, 2003              /s/ Richard Prinzi Jr.


                                       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 and cash equivalents                                   $      --       $  52,406
        Commissions receivable                                         48,865          71,203
        Other assets                                                    2,654           2,654
                                                                    -------------------------
Intangible Asset
        Customer list, net of amortization                            155,104              --
                                                                    -------------------------
                    Total assets                                    $ 206,623       $ 126,263
                                                                    =========================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
        Cash overdraft                                              $  20,000       $      --
        Accounts payable & other liabilities                           14,568          99,951
        Current Portion of Debt                                        38,024              --
                                                                    -------------------------

                    Total Current liabilities                          72,672          99,951
                                                                    -------------------------

Long-Term Liabilities:
        Loans from Officers                                            44,000              --
        Long-Term Portion of Debt                                      71,976              --
                                                                    -------------------------
                    Total liabilities                                 188,648          99,951

Stockholders' equity
        Common stock, $.001par value; 20,000,000
        shares authorized, 10,228,000 shares issued
        and outstanding                                                 1,023          20,973
Additional paid-in capital                                             54,008          34,058
Retained earnings                                                     (37,056)        (28,719)
                                                                    -------------------------

                    Total stockholders' equity                         17,975          26,312
                                                                    -------------------------

                    Total liabilities and stockholders' equity      $ 206,623       $ 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                             $    250,949       $    222,715

General and administrative expenses                 260,259            270,266
                                               ------------       ------------

Income (loss) from operations                        (9,310)           (47,551)

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

Net  loss                                      $     (8,337)      $    (47,118)
                                               ============       ============

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

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>
                                                                      Additional
                                                 Common Stock             Paid
                                            ----------------------        -In        Retained
                                              Shares        Amount      Capital      Earnings        Total
                                            ----------      ------    ----------     --------       --------
<S>                                         <C>             <C>         <C>          <C>            <C>
Balances, December 31, 2001                 10,228,000      $1,023      $54,058      $ 18,399       $ 73,430

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

Balances, December 31, 2002                 10,228,000       1,023       54,058       (28,719)        26,312

Year ended December 31, 2003:

Net loss, year ended December 31, 2003              --          --           --        (8,337)        (8,337)
                                            ----------      ------      -------      --------       --------

Balances, December 31, 2003                 10,228,000      $1,023      $54,058      $(37,056)      $ 17,975
                                            ==========      ======      =======      ========       ========
</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 loss                                                          $  (8,337)      $(47,118)
                                                                             ------------------------
     Adjustments to reconcile net loss to net cash
           provided by operating activities:
                Deferred income taxes                                               --        (12,420)
                Amortization                                                     8,896             --

     Change in operating assets and liabilities:
                   Commission receivable                                        22,338         32,336
                  Accounts payable and accrued liabilities                     (85,383)        60,243
                                                                             ------------------------
     Net cash provided by (used in)
                operating activities                                           (62,486)        33,041
                                                                             ------------------------

     Cash Flow from Investing activities:
                Customer List                                                  (54,000)
                                                                             ------------------------
                Net cash used in
                investingactivities                                            (54,000)            --
                                                                             ------------------------

     Cash flows from financing activities:
                                                                             ------------------------
                Cash overdraft                                                  20,800
                Proceeds from Related Party Loan                                44,000
                                                                             ---------
                Net cashprovided by
                financing activities                                            64,080             --
                                                                             ------------------------
Net increase (decrease) in cash                                                (52,406)        33,041
Cash and cash equivalents, beginning of year                                    52,406         19,365
                                                                             ------------------------
Cash and cash equivalents, end of year                                       $      --       $ 52,406
                                                                             ========================
Supplemental disclosure of non cash investing and financing activities:
Note payable due to purchase of a customer list                              $ 110,000       $     --
</TABLE>

        See accountants' audit report and notes to financial statements.


                                       23
<PAGE>

1.    NATURE OF OPERATIONS AND BASIS OF CONSOLIDATION

      Clixtix, Inc. (the "Company") formerly Phyllis Maxwell's Groups, Inc.
      ("Maxwell Group") is 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. ("Maxwell Entertainment"). In August 2001, Maxwell Entertainment was
      formed. During August 2001, Maxwell Group transferred its net assets to
      Maxwell Entertainment for all of its issued and outstanding common stock,
      forming a wholly-owned subsidiary. On the same day of the transfer of
      these assets, the Company amended its certificate of incorporation and
      changed its name to Clixtix, Inc. All inter-company accounts and
      transactions have been eliminated in consolidation.

      CONCENTRATION, BUSINESS RISKS AND GOING CONCERN

      Financial instruments, which potentially expose the Company to
      concentrations of credit risks, consist primarily of cash and commissions
      receivable. The Company's revenue stream is directly dependent upon the
      influx of tourism in New York City. Commissions receivables are due from
      theatres throughout New York City. The Company minimizes its risks by
      monitoring its customer balances. Management has determined that no
      allowance for doubtful accounts was required at December 31, 2003.

      The Company maintains its cash in bank accounts, which at times during the
      year may exceed federally insured limits for such accounts. The Company
      limits its credit risk by selecting a financial institution that is highly
      creditworthy.

      As shown in the consolidated financial statements, the accumulated deficit
      at December 31, 2003 amounted to $37,056 and the Company experienced a net
      loss of $8,337 and $47,118, for the years ended December 31, 2003 and
      2002, respectively. Management believes that over the next 12 months, its
      operations will be sustained by its current operations and the new
      business acquired from the customer list purchased in 2003. The Company's
      current management and operations have been in existence for many years
      and have accumulated a great deal of experience in this industry.
      Management is committed to support the Company with loans or capital
      contributions, as needed over the next 12 months.

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


                                       24
<PAGE>

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CONTROL BY PRINCIPAL STOCKHOLDERS

      The directors, executive officers and their affiliates or related parties,
      own beneficially and in the aggregate, the majority of the voting power of
      the outstanding shares of the common stock of the Company. Accordingly,
      the directors, executive officers and their affiliates, if they voted
      their shares uniformly, would have the ability to control the approval of
      most corporate actions, including increasing the authorized capital stock
      of the Company and the dissolution, merger or sale of the Company's assets
      or business.

      USE OF ESTIMATES

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of asset 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.

      SIGNIFICANT ESTIMATES

      Several areas require management's estimates relating to uncertainties for
      which it is reasonably possible that there will be a material change in
      the near term. The more significant areas requiring the use of management
      estimates related to valuation of commissions receivable, the note payable
      incurred and the customer list acquired by the Company and its useful
      life.

      REVENUE RECOGNITION

      Commission revenue is recognized once tickets are reserved with the
      theatre and payment is received from the customer. Except for certain time
      periods throughout the year, the Company is generally paid directly from
      the theatre its commission after the date of the performance. The Company
      may lose its commission income 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 of commission income that may
      result from a cancellation of a performance.

      CASH AND CASH EQUIVALENTS

      The Company considers all highly liquid investments with a maturity of
      three months or less as cash equivalents.


                                       25
<PAGE>

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      LONG-LIVED ASSET

      The Company periodically evaluates the value of long-lived intangible
      asset for potential impairment. If an impairment is indicated, based on
      estimated undiscounted future cash flows that are less than the carrying
      value of the intangible asset, the intangible asset will be written down
      to its estimated fair value.

      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.

      LOSS PER COMMON SHARE

      Loss per common share ("LPS") is computed based on the weighted average
      number of common shares outstanding and common stock equivalents, if not
      anti-dilutive. The Company had not issued any potentially dilutive common
      stock equivalents.

3.    ACQUISITION OF INTANGIBLE ASSET

      On September 23, 2003 (the "Acquisition Date"), the Company entered into
      an Asset Purchase Agreement (the "Agreement") with Vic Cantor Theatre
      Party Services, Inc. ("VCT"),a New York Corporation, and Harold Fishkin,
      the sole shareholder of VCT. Pursuant to the Agreement, the Company
      acquired a customer list for $54,000 in cash and incurred a note payable
      to VCT in the amount of $110,000 (refer to note 4) for a total
      consideration of $164,000. Also, the aggregate purchase price of the
      customer list from VCT may be reduced if certain levels of earnings are
      met over the next 12 month period from the Acquisition Date.


                                       26
<PAGE>

3.    ACQUISITION OF INTANGIBLE ASSET (Continued)

      EARN-OUT PROVISION

      Pursuant to the Agreement, as part of an earn-out provision, the Company,
      based on future commissions received from one former customer of VCT may
      be liable to pay the seller up to an additional $36,000 in 2004.
      Management's current estimate is that it is reasonably possible that some
      earn-out payment will be made from future commissions earned from this one
      customer in 2004. As of the date of these financial statements, the total
      earn-out to be paid is unknown.

      The acquired customer list is subject to amortization over its estimated
      useful life of 5 years.

             Customer list - at cost                  $   164,000

             Less: accumulated amortization                (8,896)
                                                      -----------

                      Total                           $   155,104
                                                      ===========

      Amortization expense for the year ended December 31, 2003 was $8,896.
      Estimated amortization expense for each of the ensuing years through
      December 31, 2008 is approximately $32,800.

4.    NOTES PAYABLE

      A related party to the Company loaned $44,000 to the Company in order to
      acquire the customer list. The loan is a demand note, with no defined
      terms or interest rate.

      Pursuant to the acquisition of the customer list (refer to note 3), the
      Company had incurred a note payable to VCT for the principal amount of
      $110,000, due in three years. The note bears an interest of 4.50% per
      annum with future maturities of $38,024 in 2004, $36,779 in 2005 and
      $35,197 in 2006. Payment of the note balance is contingent upon future
      earnings derived from the acquired customer list. No payments were made in
      2003. The first payment was made January 2004.

      The principal balance shall be reduced by the difference between $150,000
      and the net revenues derived by the Company from the customer list, one
      year after the Acquisition Date. Management believes, based on past
      performance of VCT and future projections that it is probable that the
      total principal balance will be due to VCT.


                                       27
<PAGE>

4.    NOTES PAYABLE (Continued)

      Long term debt consisted of the following at December 31, 2003:

                 Note payable                        $    110,000

                 Less: current portion                    (38,024)
                                                     ------------

                 Total                               $     71,976
                                                     ============

5     DEFERRED INCOME TAXES

      The Company has a carryforward loss for income tax purposes of
      approximately $13,000 that may be offset against future taxable income.
      The carryforward 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, which increased approximately $10,000 in
      2003, at 100% of the related deferred tax asset.

6.    COMMITMENTS AND CONTINGENCIES

      The Company leases office space under an operating lease expiring in April
      2010. Minimum future rental payments under this lease are as follows:

                     Year Ended                        Amount
                     ----------                        ------

                        2004                        $    16,354
                        2005                             16,354
                        2006                             16,354
                        2007                             16,354
                        2008                             16,354
                  Subsequent to 2008                     47,847
                                                    -----------

                       Total                        $   129,617
                                                    ===========

      Rent expense for the years ended December 31, 2003 and 2002 was $22,326
      and $17,811, respectively.


                                       28
<PAGE>

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

On April 27, 2004, Richard M. Prinzi, Jr. CPA ("RMP"), the principal independent
accountant of Clixtix, Inc. (the "Company") resigned. RMP cited, in his letter
of resignation, as his reason for resigning the fact that he is"...no longer
providing audit services to any SEC regulated clients." The report of RMP on the
Company's financial statements for the nine month period ended September 30,
2003 and the prior two years did not contain any adverse opinions or disclaimers
of opinion. Nor were any reports modified as to uncertainty, audit scope, or
accounting principles. There was no decision to change accountants that was
recommended or approved by the Company's Board of Directors or any committee
thereof.The Company did not have any disagreements with RMP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

      On April 28, 2004, the Company engaged Livingston, Wachtel & Co., LLP as
the principal accountant to audit the Company's financial statements for the
year ended December 31, 2003.

      The Company filed a report on Form 8K dated April 29, 2004 reporting the
occurrence of the foregoing.

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.


                                       29
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      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 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.


                                       30
<PAGE>

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

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.

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


                                       31
<PAGE>

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

      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                           5,086,600 ***          50%

All directors, executive officers         5,086,600              50%
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.


                                       32
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8K.

(a)   Exhibits:

EXHIBIT                DESCRIPTION OF EXHIBIT AND FILING REFERENCE
NUMBER

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

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

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

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

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

Exhibit 21.0           Subsidiaries of the Registrant [Note to draft-Need to
                       include acquisition of Vic Cantor]

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

Exhibit 99.1           Corporate Governance Principles and Code of Ethics

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


                                       33
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      A.    AUDIT FEES - An aggregate of respectfully $ 6,500 and $ 1,000 was
            paid to Richard M. Prinzi, Jr. for audit fees for the fiscal year
            ended December 31, 2003 and 2002. We also paid audit fees in the
            amount of $7,500 to Livingston, Wachtel & Co., LLP in connection
            with their audit of our financial statements for the year ended
            December 31, 2003.

      B.    AUDIT RELATED FEES. None.

      C.    TAX FEES. None.

      D.    ALL OTHER FEES. None.

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: May 25, 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
                              (principal executive officer)    May 25, 2004
Phyllis Maxwell

By: /s/ Richard Kelley        Vice President and \
                              (principal financial officer)    May 25, 2004
Richard Kelley


                                       34
<PAGE>

                                  Clixtix, Inc.
                       Amendment No. 2 Dated May 25, 2004
               to 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

Exhibit 99.1           Corporate Governance Principles and Code of Ethics

*     Previously Filed.


                                       35