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

                                   FORM 10K-SB

(Mark One)

(X)  Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
     1934
        For the Fiscal Year Ended December 31, 2001.
                                   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:  $228,009

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 a
specified  date within the past 60 days (see  definition  of  affiliate  in Rule
12b-2  of the  Exchange  Act.):  $135,600  as at  March  15,  2002  based on the
Company's offering price

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of its common shares of $0.05 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 March 15, 2001.

         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

                                     PART I

                                                                          PAGE

Item 1.  Description of Business                                           4

Item 2.  Description of Property                                           9

Item 3.  Legal Proceedings                                                 10

Item 4.  Submissions of Matters to a Vote of Security Holders              10

                                     PART II

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

Item 6.  Management's Discussion and Analysis or Plan of Operation         11

Item 7.  Financial Statements                                              18

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosures                                         32

                                    PART III

Item 9.  Directors, Executive Officers, Promoter and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                 32

Item 10. Executive Compensation                                            33

Item 11. Security Ownership of Certain Beneficial Owners and Management    34

Item 12. Certain Relationships and Related Transactions                    34

Item 13. Exhibits and Reports on Form 8K                                   35




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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

A.  Business

Overview

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

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

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

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

Our Services

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

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

Our Current Sources of Revenues

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

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Our Customers

         We have varied types of clients including:

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

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

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

         We are constantly soliciting new clients and servicing existing ones.
We have kept many clients throughout our 11 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.

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<PAGE>

         After 23 years in the group sales industry on Broadway, we believe that
Mrs. Maxwell has built a following and has a strong relationship with box office
personnel. Our relationship with other industry professionals, such as
producers, box office personnel, general managers, company managers and public
relations firms, nurtured over the years, facilitates the services we provide.

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

         There are several positive factors developing in the live entertainment
business. As cited elsewhere, New York theatre and Times Square are entering a
new era due to the transformation of Times Square and its environs into a safe,
exciting family oriented tourist destination as well as a mecca for the "bus and
tunnel" customers from the population centered in the megalopolis (these areas
are within a day roundtrip by bus to New York). New York is the second most
sought after tourist destination after Orlando, Florida. In 1999, 36 million
tourists journeyed to New York. A second trend is the production of family
entertainment on Broadway by American predominant entertainment companies.
Disney, who has three shows on Broadway, made the first inroad on 42nd Street to
give credibility to the Times Square Reclamation Project which was assured when
Disney revived and restored an historic theatre treasure, The New Amsterdam.
Clear Channel has two shows on Broadway and owns the Ford Theatre, a restoration
and consolidation of two theatres into a 1700 seat showplace. The financial
strength of these companies has brought about a large amount of advertising and
merchandising that has created a surge of demand which can only help our company
to do additional business. These expenditures and show-specific advertising
campaigns are creating a new audience created by this new awareness.

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

Our Suppliers

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

Regulatory Issues

         The City of New York requires us to obtain an annual license and to
maintain an insurance policy against fraud. As such, we are bonded and licensed,
as per the City of New

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<PAGE>


York  regulations.  We are also regulated by the New York State Attorney General
which regulates ticket resale prices.

Research and Development

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

Employees

         As of March 15, 2002, we employ a total of four employees of which two
are full time, one is part time and one serves as a consultant.

B.  Risk Factors Associated with Us and Our Business

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

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

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

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

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

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

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<PAGE>

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

         We currently solicit only a small portion of our sales via the
internet. Our services are currently listed on 5 web sites and approximately 400
search engines. Any persistent problems, failures or disruptions on those web
sites or on Internet access provided by third parties in general could prevent
the execution and success of our growth.

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

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

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

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

Our corporate activities are effectively controlled by our management.

         As of March 15, 2002, Phyllis Maxwell, our president, owns 73% of our
issued and outstanding shares of common stock. On March 27, 2002, we filed a
Form SB-2 on behalf of Mrs. Maxwell whereby she is offering to sell up to
1,341,200 shares of our common stock currently owned by her. If all 1,341,200
shares offered by Mrs. Maxwell are sold, she will own 60% of our issued and
outstanding common stock. Even if Mrs. Maxwell sells all of the shares she is
offering, she will be able to significantly influence all matters requiring
approval by our shareholders, including the election of directors and the
approval of mergers or other business combinations transactions.

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

         Our performance is substantially dependent on the performance of our
senior management and sales personnel. In particular, our success depends on the
continued efforts of our president,  Phyllis Maxwell and our vice president, Mr.
Richard  Kelley.   Mrs.  Maxwell  has  23  years  of  experience  and  a  strong
relationship with box office personnel and customers. Mr. Kelley has over 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

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<PAGE>


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.

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 no current trading market for our shares and there can be no
assurance that a trading market will develop, or, if a trading market does
develop, that it will be sustained. To the extent that a market develops for our
shares at all, they will likely appear in what is customarily known as the "pink
sheets" or on the NASD Over-the-Counter Bulletin Board, which may limit their
marketability and liquidity.

         On March 27, 2002, we filed a Form SB-2 on behalf of Phyllis Maxwell,
our president, pursuant to which she is offering to sell 1,341,200 shares of our
common stock which she currently owns. If a market for our shares were to
develop prior to the termination of Mrs. Maxwell's offering, the potential sale
of up to 1,341,200 shares of our common stock into the public market may
adversely affect prevailing market prices for the common stock.

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

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

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

ITEM 2.  DESCRIPTION OF PROPERTY

            We operate a leased office, located at 1501 Broadway, Suite 1807,
New York, New York 10036. We have a ten-year lease due to expire in April 2010.
Our annual rent for 2001 was approximately $16,500.

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

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<PAGE>

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

ITEM 3.  LEGAL PROCEEDINGS

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

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

         No matters were submitted to a vote of security holders during the last
quarter of the fiscal year ended December 31, 2001.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is no public trading market for our common stock and there can be
no assurance that a trading market will develop, or, if such a trading market
does develop, that it will be sustained. To the extent that a market develops
for our common stock at all, of which there can be no assurance, it will likely
appear in what is customarily known as the "pink sheets" or on the NASD OTC
Bulletin Board, which may limit the marketability and liquidity of our common
stock. Thus, stockholders may find it difficult to sell their shares.

         There are currently 68 holders of our outstanding common stock.

Recent sales of unregistered securities:
----------------------------------------

         During the fiscal year ended December 31, 2001, we did not sell any
securities without registration under the Securities Act of 1933, as amended.

         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.


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         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.

         From the effective date of the registration statement through December
31, 2001, we incurred expenses totaling approximately $13,000 in connection with
the issuance and distribution of the securities registered. Specifically, the
expenses include direct payments to our legal counsel and our transfer agent. As
such, the net offering proceeds to us after deducting the expenses described
above were approximately $37,000.

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

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

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

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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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, 2001 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.

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

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

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

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

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

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

FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
RESULTS OF OPERATIONS

         For the year ended December 31, 2001, we had a net loss of $5,534
compared to a net loss of $30,517 for the year ended December 31, 2000, a
decreased loss of 82%. Although our commission revenues decreased by 15% from
$268,882 for the year ended December 31, 2000 to $228,009 for the year ended
December 31, 2001, our general and administrative expenses also decreased by 22%
from $307,696 for the year ended December 31, 2000 to $241,114 for the year
ended 2001. The decrease in commission revenues for the year ended December 31,
2001 was largely attributed to the devastating effects of September 11, 2001.

                                       13
<PAGE>

         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.

         Our general and administrative expenses which decreased by 22% for the
year ended December 31, 2001 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 $66,582 decrease in our general and administrative expenses for
the year ended December 31, 2001 can in part be attributed to the $46,000
decrease in our officers' compensation expense from $98,000 for the year ended
December 31, 2000 to $52,000 for the year ended December 31, 2001. This decrease
can be attributed to the fact that Mrs. Maxwell, our President, was paid a
salary of $48,000 and did not draw a bonus during this year, as compared to the
year ended December 31, 2000 in which Mrs. Maxwell drew a salary of $48,000 and
a bonus of $50,000. As a result, payroll taxes decreased by 27% in 2001 from
$13,949 for the year ended December 31, 2000 to $10,238 for the year ended
December 31, 2001.

         Our travel and entertainment expenses for the year ended December 31,
2001 increased by approximately $7,066, or 60%, from $11,874 in the year ended
December 31, 2000 to $18,940 in the year ended December 31, 2001. The travel and
entertainment expense is a discretionary account and varies from year to year.
Until September 11, 2001, there had been an increase in show openings, which we
attend on a routine basis. In addition, we conducted additional promotion
including the entertainment of several buyers who were engaged in long term
planning. These factors contributed to the increase in our travel and
entertainment expense.

         In 2000, we incurred additional costs in connection with the
preparation and filing of an initial public offering registration statement.
Total costs incurred during 2000 by us for the offering were $45,000, including
the issuance of common stock to our legal counsel. Our professional fee expenses
for the year ended December 31, 2001 decreased by $15,274 from $44,000 for the
year ended December 31, 2000 to $28,726 for the year ended December 31, 2001.
The professional fees incurred in the year ended December 31, 2001 were also in
connection with our public offering and registration statement as well as the
preparation and filing of our periodic reports.

                                       14
<PAGE>

         During 2000 we retained a computer consultant to update and improve our
computer system. As such, for the year ended December 31, 2001, our consulting
expenses decreased by 79% from $12,803 in the year ended December 31, 2000 to
$2,715 for the year ended December 31, 2001.

         In the year ended December 31, 2001, we had interest income of $5,219
compared to an interest income of $4,449 in 2000, an increase of $770 or 17%.
The interest is earned on our cash reserves.

         Our income tax benefit for the year ended December 31, 2001 decreased
by $1,496 or 39% from $3,848 in 2000 to $2,352 in 2001. Our income taxes are
calculated based on the prescribed statutory rates based on our income before
taxes for the specific period.

LIQUIDITY AND CAPITAL RESOURCES

         Despite the $50,000 in proceeds that we received from our public
offering in 2001, we ended 2001 with a cash position of $19,365. For the year
ended December 31, 2001, we had a cash flow from operating activities of
($35,919), compared to a cash flow from operating activities of $21,192 for the
year end December 31, 2000. The reduction in cash flow for the year ended
December 31, 2001 can be attributed to the reduction of $64,898 in cash received
from customers in 2001 as compared to in 2000. This is due to the reduction in
business in the months following the events of September 11, 2001. However, by
year end we felt the demand for theatre tickets begin to stabilize. As such, we
feel that our present cash flow is sufficient to satisfy our current
requirements through the year ended December 31, 2002.

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

VARIABLES AND TRENDS

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

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

                                       15
<PAGE>

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

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

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

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

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

                                       16
<PAGE>



from those presently anticipated. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to have been correct.



                                       17
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

                                                                           Page


    Independent Auditors' Report dated February 14, 2002                    19

    Consolidated Balance Sheets                                             20

    Consolidated Statements of Income                                       21

    Consolidated Statements of Stockholders' Equity                         22

    Consolidated Statements of Cash Flows                                   23

    Notes to Consolidated Financial Statements                              25




                                       18
<PAGE>






[LETTERHEAD OF MARDEN, HARRISON & KREUTER, CPAs, P.C.]



INDEPENDENT AUDITORS' REPORT
----------------------------


To the Board of Directors and Stockholders
Clixtix, Inc. and Subsidiary
1501 Broadway
Suite 1807
New York, New York 10036

We have audited the accompanying consolidated balance sheets of Clixtix, Inc.
and Subsidiary (formerly Phyllis Maxwell's Group, Inc.) as of December 31, 2001
and 2000 and the related consolidated statements of income, stockholders' equity
and cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits 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 (formerly Phyllis Maxwell's Groups, Inc.) as of December 31, 2001 and
2000, and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.

MARDEN, HARRISON & KREUTER
Certified Public Accountants, P.C.

/s/ Marden, Harrison & Kreuter

White Plains, New York
February 14, 2002




                                       19
<PAGE>

                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2001 AND 2000
                          -----------------------------

<TABLE>
<CAPTION>
                                                          December 31,         December 31,
                                                              2001                 2000
                                                          ------------         ------------
ASSETS
------
<S>                                                       <C>                  <C>
Current assets:
  Cash                                                    $   19,365           $   30,132
  Commissions receivable                                     103,539               96,963
  Other assets                                                  -                   5,666
                                                          ----------           ----------

        Total current assets                                 122,904              132,761

Loans receivable - stockholder                                  -                  20,000
Other assets                                                   2,654                -
                                                          ----------           ----------

        Total assets                                      $  125,558           $  152,761
                                                          ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accounts payable                                        $   39,708           $   62,009
  Deferred income taxes payable                               12,420               15,500
  Loan payable - stockholder                                    -                   7,870
                                                          ----------           ----------

        Total liabilities                                     52,128               85,379
                                                          ----------           ----------

Commitments

Stockholders' equity:
  Common stock, .0001 par value; 20,000,000
    shares authorized, 10,228,000 shares issued
    and outstanding at December 31, 2001;
    10,500,000 shares issued and outstanding
    at December 31, 2000                                      20,973               20,100
  Additional paid-in capital                                  34,058               23,349
  Retained earnings                                           18,399               23,933
                                                          ----------           ----------

        Total stockholders' equity                            73,430               67,382
                                                          ----------           ----------

        Total liabilities and stockholders' equity        $  125,558           $  152,761
                                                          ==========           ==========
</TABLE>




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



                                       20
<PAGE>


                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                        CONSOLIDATED STATEMENTS OF INCOME

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   -------------------------------------------

                                            Year ended             Year ended
                                           December 31,           December 31,
                                              2001                    2000
                                           -----------            --------------

Commission revenue                         $  228,009               $  268,882

General and administrative expenses           241,114                  307,696
                                           ----------               ----------

Loss from operations                          (13,105)                 (38,814)

Interest income                                 5,219                    4,449
                                           ----------               ----------

Loss before income taxes                       (7,886)                 (34,365)
                                           ----------               ----------

Income taxes (benefit):
   Current                                        728                    1,270
   Deferred                                    (3,080)                  (5,118)
                                           ----------               ----------

                                               (2,352)                  (3,848)
                                           ----------               ----------

Net loss                                   $   (5,534)              $  (30,517)
                                           ===========              ==========
Earnings (loss) per common share -
    basic and diluted                      $      .00               $      .00
                                           ==========               ==========

Weighted average common shares
    outstanding - basic and dilutive       10,940,615               10,269,231
                                           ==========               ==========






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




                                       21
<PAGE>


                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------

<TABLE>
<CAPTION>

                                                            Common Stock               Additional
                                                            ------------                 Paid-In         Retained
                                                       Shares           Amount           Capital         Earnings          Total
                                                       ------           ------           -------         --------          -----
<S>                <C> <C>                           <C>             <C>                <C>              <C>             <C>
Balances, December 31, 1999                          10,000,000      $    100           $ 23,349         $ 54,450        $ 77,899

Issuance of shares for professional
  Services                                              500,000        20,000               -                -             20,000

Net loss, year ended 2000                                -               -                  -             (30,517)        (30,517)
                                                     ----------      --------           --------         --------        --------

Balances, December 31, 2000                          10,500,000        20,100             23,349           23,933          67,382

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

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

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

Balances, December 31, 2001                          10,228,000      $ 20,973           $ 34,058         $ 18,399        $ 73,430
                                                     ==========      ========           ========         ========        ========
</TABLE>







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



                                       22
<PAGE>


                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------

<TABLE>
<CAPTION>

                                                                      Year ended               Year ended
                                                                     December 31,              December 31,
                                                                         2001                      2000
                                                                    -------------             ------------
<S>                                                                 <C>                      <C>
Cash flows provided by (used in):
   Operating activities:
     Cash received from customers                                   $    199,132             $    264,030
     Cash paid to suppliers and
      employees                                                         (238,102)                (246,187)
     Interest received                                                     3,779                    4,449
     Income tax paid                                                        (728)                  (1,100)
                                                                    ------------             ------------
          Net cash provided by (used in)
             operating activities                                        (35,919)                  21,192
                                                                    ------------             ------------

   Financing activities:
     Advances from stockholder                                            -                        25,000
     Advances to stockholder                                              (4,000)                 (20,000)
     Repayment of loan payable stockholder                                (7,870)                   -
     Proceeds from issuance of common stock                               50,000                    -
     Issue costs associated with issuance of common stock                (12,978)                   -
                                                                    ------------             ------------

          Net cash provided by financing activities                       25,152                    5,000
                                                                    ------------             ------------
Net increase (decrease) in cash                                          (10,767)                  26,192

Cash, beginning of year                                                   30,132                    3,940
                                                                    ------------             ------------

Cash, end of year                                                   $     19,365             $     30,132
                                                                    ============             ============
</TABLE>






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



                                       23


<PAGE>


                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONCLUDED)
                          -----------------------------

<TABLE>
<CAPTION>

                                                     Year ended           Year ended
                                                     December 31,        December 31,
                                                        2001                 2000
                                                    -------------        ------------
<S>                                                     <C>                 <C>
Reconciliation of net loss to net cash provided by
     operating activities:

     Net loss                                           $ (5,534)           $(30,517)
                                                        --------            --------

  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Issuance of common stock for
       professional services                               -                  20,000
     Deferred income taxes                                (3,080)             (5,118)
     Accrued interest                                     (1,440)                -

     Changes in assets (increase)
       decrease:
          Commissions receivable                          (6,576)             (4,852)
          Other assets                                     3,012                 -
     Changes in liabilities increase (decrease):
          Accounts payable                               (22,301)             41,679
                                                        --------            --------

              Total adjustments                          (30,385)             51,709
                                                        --------            --------

              Net cash provided by (used in)
               operating activities                     $(35,919)           $ 21,192
                                                        ========            ========
</TABLE>

Supplemental schedule of non-cash financing activities:
-------------------------------------------------------

On July 1, 2000, the Board of Directors approved issuance of 500,000 shares of
common stock to its legal counsel and a consultant based on a fair value of
$20,000 for common stock issued.

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






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


                                       24
<PAGE>


                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------


(1)  Nature of operations:

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

(2)  Basis of consolidation and nature of business:

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

(3)  Summary of significant accounting policies:

     (A)        Revenue recognition:

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

     (B)        Income taxes:

                The Company accounts for income taxes under Statement of
                Financial Accounting Standards No. 109, "Accounting for Income
                Taxes." Under Statement No. 109, the asset and liability method
                is used in accounting for income taxes. Deferred taxes are
                recognized for temporary differences between the basis of assets
                and liabilities for financial statement and income tax purposes.
                The temporary differences relate primarily to the bases of
                revenue recognition for financial and income tax reporting
                purposes. 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.



                                       25
<PAGE>

                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------

(3)  Summary of significant accounting policies - cont'd:

     (C)        Use of estimates:

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

     (D)        Earnings (loss) per share:

                Earnings (loss) per share-basic is computed based on the
                weighted average number of shares of common stock outstanding.
                Earnings (loss) per share-dilutive reflects the potential
                dilution that could occur if securities or other contracts to
                issue common stock were exercised or converted into common stock
                or other contracts to issue common stock were exercised or
                converted into common stock or otherwise resulted in the
                issuance of common stock and is computed similarly to "fully
                diluted" earnings (loss) per share that was reported under
                previous accounting standards. Dilutive potential common shares
                do not have a significant dilutive effect.

(4)  Stockholders' equity:

     (A)        Common stock and per share data:

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

     (B)        Issuance of common stock

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




                                       26
<PAGE>

                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------


(4)  Stockholders' equity - cont'd:

     (C)        Initial public offering:

                In September 2000, the Company filed an initial public offering
                registration with the Securities and Exchange Commission for
                purpose of issuing an additional 1,000,000 shares of common
                stock at an issuance price of $.05 per share. This filing was
                approved by the Securities and Exchange Commission during
                February 2001. Total costs incurred during the year ended
                December 31, 2000 by the Company for the offering, including the
                issuance of common stock to the Company's legal counsel (see
                Note 4B), were $45,000. The offering was completed during May
                2001. Net proceeds from this offering were $37,022, net of
                issuance costs of $12,978.

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

     (D)        Cancellation of common stock:

                On December 30, 2001, the Company accepted 1,272,000 of the
                Company's common stock from the Company's President as repayment
                of an outstanding stockholder loan receivable totalling $25,440.
                These common shares were cancelled upon acceptance by the
                Company (Note 7(A)).

(5)  Operating leases:

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

              Year ending
              December 31,                        Amount
              ------------                        ------

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

     Rent expense for the years ended December 31, 2001 and 2000 applicable to
     these operating leases was $20,080 and $16,973, respectively.

                                       27
<PAGE>



                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------


(6)  Concentration risk:

     Financial   instruments,   which   potentially   expose   the   Company  to
     concentrations  of  credit  risks,  consist  primarily  of cash and
     commissions receivable.

     Commissions  receivable  are  due  from  production  companies,  which
     operate in theaters  throughout  New York City.  The Company  minimizes its
     risks by monitoring its customer balances.

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

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

(7)  Related party:

     (A)     Loans receivable - stockholder:

                At December 31, 2000, the Company has advanced a stockholder
                $20,000. There were additional amounts advanced and satisfied
                during 2001, as more fully described in Note 4(D).

     (B)     Loan payable - stockholder:

                At December 31, 2001 and 2000, the Company has a loan from a
                stockholder totalling $-0- and $7,870, respectively. This loan
                is non-interest bearing.

(8)  Income taxes:

     The components of income tax expense are as follows:

                                         Year ended          Year ended
                                        December 31,        December 31,
                                              2001              2000
                                        ------------        ------------

Current
   Federal                               $    -               $   -
   State and local                           728               1,270
                                         ---------            --------

                                             728               1,270
                                         ---------            --------



                                       28
<PAGE>
                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------


(8)  Income taxes - cont'd:

                                                Year ended          Year ended
                                               December 31,         December 31,
                                                   2001                2000
                                               ------------         ------------
     Deferred
       Federal                                        (980)            (4,600)
       State and local                              (2,100)              (518)
                                               ------------           --------

                                                    (3,080)            (5,118)
                                               ------------           --------
           Total                                 $  (2,352)          $ (3,848)
                                               ============          =========

     A reconciliation of the statutory Federal income tax rate to the provision
     for income taxes is as follows:

                                                Year ended         Year ended
                                               December 31,       December 31,
                                                    2001               2000
                                               ------------       ------------

     Statutory Federal income
      tax rate                                       34%               34%

     State and local taxes                           18                18

     Effect of net operating
      loss                                          (24)              (24)

     Effect of graduated
      rates on statutory rate                       (28)              (28)
                                                    ----              ----

                                                      0%                0%
                                                    ====              ====



                                       29
<PAGE>

                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------


(8)  Income taxes - cont'd:

     The details of deferred income tax assets and liabilities are as follows:

                                              Year ended         Year ended
                                             December 31,       December 31,
                                                  2001               2000
                                             ------------       ------------

     Deferred income tax assets:
      Net operating loss
       carryforward                          $   17,000         $   13,800
      Accounts payable                            1,580              1,700

     Deferred income tax liabilities:
      Commissions receivable                    (31,000)           (31,000)
                                            -----------         ----------
         Deferred income tax
          liabilities, net                  $  (12,420)         $  (15,500)
                                            ===========         ==========

     At December 31, 2001, the Company has net operating loss carryforwards for
     Federal income tax purposes of approximately $50,000, which expire through
     2016.

(9)  Earnings (loss) per share:

                                           Income
                                           (Loss)        Shares        Per-share
                                        (Numerator)   (Denominator)      Amount
                                       -----------    -------------      ------

     Year ended December 31, 2001:
     -----------------------------

     Basic EPS

     Loss available to common
      stockholders                      $  (5,534)      10,940,615        $.00
                                                                          ====

     Effective dilutive securities           -              -
                                         ---------      ----------

     Diluted EPS

     Loss available to common
      stockholders                      $  (5,534)      10,940,615        $.00
                                        ==========      ==========        ====



                                       30
<PAGE>


                          CLIXTIX, INC. AND SUBSIDIARY
                    (FORMERLY PHYLLIS MAXWELL'S GROUPS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONCLUDED)

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                   ------------------------------------------


(9)  Earnings (loss) per share - cont'd:

                                          Income
                                          (Loss)          Shares       Per-share
                                       (Numerator)     (Denominator)     Amount
                                       -----------     -------------     ------

     Year ended December 31, 2000:
     -----------------------------

     Basic EPS

     Loss available to common
      stockholders                    $  (30,517)      10,269,231        $.00
                                                                         ====

     Effective dilutive securities         -               -
                                      ----------       ----------

     Diluted EPS

     Loss available to common
      stockholders                    $  (30,517)      10,269,231        $.00
                                      ===========      ==========        ====





                                       31
<PAGE>

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

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

                                    PART III

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

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

Name                Age      Positions held with the Company     Since
----                ---      -------------------------------     -----
Phyllis Maxwell      76      President and Director              1989
Richard Kelley       61      Director                            1998
Allen Vershel        70      Director                            September 2000


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

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

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

         Allen Vershel has been a director of our company since September 5,
2000. Dr. Vershel has degrees in dentistry,  law and healthcare  administration.
From 1978 to present,  Dr.  Vershel has been a  consultant  with Second  Opinion
Dental  Consultants where he reviews and evaluates dental  malpractice cases for
attorneys  and  insurance  companies.  Dr.  Vershel  also serves on the Board of
Directors of two private companies.

         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;

                                       32
<PAGE>


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

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

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

ITEM 10. EXECUTIVE COMPENSATION

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

-------------------------------------------------------------------------------
                           Summary Compensation Table
-------------------------------------------------------------------------------
                                                                   All Annual
                                                                   ----------
Name and Principal Position  Year       Salary         Bonus      Compensation
                             ----       ------         -----      ------------
                                                                      (**)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Phyllis Maxwell              2001       $48,000(1)     $ 0           $ 0
President                    2000       $48,000(1)     $ 50,000      $ 0
                             1999       $48,500(1)     $ 0           $ 0
------------------------------------------------------------------------------
Richard Kelley               2001       $55,000(2)     $ 0           $ 0
Vice President               2000       $55,000(2)     $ 0           $ 0
                             1999       $50,495(2)     $ 0           $ 0
------------------------------------------------------------------------------

(1)           Mrs. Maxwell receives health insurance and related fringe
              benefits, which amounted in total to approximately $2,388 in 2001,
              $2,388 in 2000 and $5,722 in 1999. 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 $3,730 for 2001, $3,393
              for 2000 and $3,200 for 1999. In addition, in 2001, Mr. Kelley
              received $2,500 to cover his moving expenses and $2,500 to pay for
              his expenses associated with show attendance including meals,
              transportation and entertainment of customers.

Directors' Compensation

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



                                       33
<PAGE>


Employment and Severance Agreement

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

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following lists as of March 15, 2002 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                                 7,478,000(2)          73%(2)

Richard Kelley                                     20,000                *

Allen Vershel                                      18,000(1)             *

All directors, executive officers               7,516,000             73%
And significant employees as a
Group (3 persons)

(1) Allen Vershel does not own any shares of our common stock  directly.
However,  Allen  Vershel owns 1,000 shares of our Common Stock as custodian  for
each of Austin A. Vershel, Benjamin A. Vershel, Leo I. Vershel, Lisa R. Vershel,
Marin E. Vershel and Rachel M. Vershel,  all of whom are his  grandchildren.  In
addition,  of the 18,000  shares  listed in the table above,  10,000  shares are
owned by Suzanne  Vershel,  Mr.  Vershel's  wife.  Mrs.  Vershel also owns 1,000
shares of Common  Stock as  custodian  for each of Owen K.  Smith and  Sophia K.
Smith, her grandchildren.

(2) On March 27, 2002, we filed a registration statement on Form SB-2 on behalf
of Mrs. Phyllis Maxwell relating to the offering by Mrs. Maxwell of up to
1,341,200 shares of our common stock currently owned by her. If all of the
shares offered are sold, Mrs. Maxwell will own 6,136,800 shares which would
constitute 60% of our issued and outstanding common stock. There is no
assurance, however, that all of the shares offered by Mrs. Maxwell will be sold.

* Less than 1%

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                                       34
<PAGE>


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

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8K.

     (a) Exhibits:

EXHIBIT     DESCRIPTION OF EXHIBIT AND FILING REFERENCE
NUMBER

Exhibit 2.0      Agreement and Plan of Reorganization

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


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





                                       35
<PAGE>




                                   SIGNATURES

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

Dated: March 29, 2002                                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)    March 29, 2002
--------------------------
Phyllis Maxwell


By: /s/ Richard Kelly        Vice President and Director
                             (principal financial officer,        March 29, 2002
--------------------------       principal accounting officer)
Richard Kelley



                                       36
<PAGE>

EXHIBIT 2.0
-----------


                      AGREEMENT AND PLAN OF REORGANIZATION
                      ------------------------------------


         Maxwell Group Entertainment Inc., a New York corporation, having its
principal place of business located at 1501 Broadway, Suite 1807, New York, NY
10036 ("Buyer,") and Clixtix, Inc., a New York corporation, having its principal
place of business located at 1501 Broadway, Suite 1807, New York, NY 10036
("Seller,") hereby agree as follows:


                                   ARTICLE 1.

                          PURCHASE AND SALE OF ASSETS.
                          ----------------------------

        1.01.   Assets Being Purchased.  Seller shall sell to Buyer and Buyer
                ----------------------   shall purchase from Seller on the
terms  specified in this Agreement,  all the business,  properties and assets of
the Seller of every kind and description,  wherever located,  real,  personal or
mixed, tangible or intangible,  (collectively, the "Assets") as reflected on the
June 30, 2001 Balance Sheet (the "Balance  Sheet"),  a copy of which is attached
hereto as Exhibit 1.01. In  connection  with the sale of the Assets,  and at the
Closing (as hereinafter defined), the Seller shall execute and deliver to and in
favor of the Buyer, an Assignment and Bill of Sale and such other instruments as
may be required in order to transfer of record all right,  title and interest of
the Assets to the Buyer except as otherwise herein expressly provided.

        1.02.   Liabilities Assumed. The buyer shall, simultaneously with the
                -------------------  sale of the Assets, assume all debts,
obligations, contracts and liabilities of the Seller as reflected on the Balance
Sheet (collectively, the "Assumed Liabilities").

        1.03.   Purchase Price. The purchase price to the Buyer for the Assets
                --------------- shall be 100 shares of its common stock, $.001
par value per share (the "Buyer  Shares"),  which shares will  constitute all of
the  then  issued  and  outstanding  stock  of the  Buyer.  At the  Closing  (as
hereinafter  defined),  Buyer will  issue and  deliver  the Buyer  Shares to the
Seller, and Seller will purchase the Buyer Shares from the Buyer.

        1.04.   Closing. The sale and purchase described in this Agreement shall
                -------- be consummated on or before August 31, 2001 ("Closing"
or  "Closing  Date"),  or such  other  date as shall be  mutually  agreed by the
parties,  at the  offices of Sierchio & Company,  LLP,  located at 150 East 58th
Street,  25th Floor,  New York,  NY 10155 or at such other time and place as the
parties hereto may agree to in writing.

                                   ARTICLE 2.

                    REPRESENTATIONS AND WARRANTIES BY SELLER.
                    -----------------------------------------

        2.01.   Title to Assets. Seller has good and  marketable  title to
                ---------------- all Assets covered by this  Agreement,  free
and clear of any liens, encumbrances, or other defects.

                                       37
<PAGE>

        2.02.   Authority to Sell. Seller has complied with all of the
                ------------------ requirements of any applicable law of the
State of New York relative to the sale of assets described in this Agreement and
prior  to  Closing,  all of the  consents,  approvals  and  notices  that may be
required by law or by agreements to which Seller may be a party will be obtained
and given, respectively.

        2.03.   Liabilities. Except as set forth on the Balance Sheet,
                -----------  there are no  liabilities  to which the Seller's
assets are subject.  The Assumed Liabilities all arose in the ordinary course of
Seller's business.

        2.04.   Defaults and Violations. Seller is not in default or in material
                ------------------------ violation of any contracts, agreements,
leases,  or other  instruments or obligations  relating to the Assets to be sold
and transferred to Buyer pursuant to this Agreement,  and this Agreement and the
purchase and sale to be  consummated  pursuant to this Agreement will not create
or cause a default or material  violation of any contract,  agreement,  lease or
other instrument to which Seller may be a party.

        2.05.   Taxes. All federal, state and local tax returns and payments
                ------ relating to the Assets that have become due from Seller
to the date of this  Agreement  have been  timely  filed and  timely  paid by it
including any returns or taxes due for: (1) state or federal income or franchise
tax,  (2) personal or real  property tax levied on any of the assets,  (3) sales
tax, or (4) other tax. All tax returns and payments for the above taxes relating
to the Assets  which become due between the date of this  Agreement  through the
Closing Date shall be timely filed and paid by Seller.

        2.06.   Litigation. There is no litigation threatened or pending against
                ----------- Seller of which it or its officers are aware that
will, might, or could affect  consummation of the purchase and sale described in
this  Agreement  or  transfer  of title of any of the Assets as required by this
Agreement.

        2.07.   Investment Intent; Evaluation. (a)The Seller has conducted its
                ------------------------------ own due-diligence investigation
respecting the Buyer, its business, plans and financial condition relating to
Seller's willingness to accept the Buyer Shares as consideration for the sale of
the Assets;  the Seller has received all materials  which have been requested by
the Seller;  has had a reasonable  opportunity to ask questions of the Buyer and
its representatives; and the Buyer has answered all inquiries that the Seller or
the  Seller's  representatives  have put to it. The Seller has had access to all
information  necessary to verify the accuracy of the information provided to it,
and has taken all the steps  necessary  to  evaluate  the merits and risks of an
investment in the Buyer Shares.

        (b)     The Seller has such knowledge and experience in finance,
securities, investments and other business matters so as to be able to protect
the interests of the Seller concerning this transaction, and the Seller's
resulting investment in the Buyer hereunder is not material when compared to the
Seller's total capacity. The Seller understands an investment in the Buyer is of
a speculative nature involving a high degree of risk.

        (c)     The Seller understands the various risks of an investment in the
Buyer as proposed herein and can afford to bear such risks, including, without
limitation, the risk of losing its entire investment in the Buyer Shares.

                                       38
<PAGE>


        (d)     The Seller acknowledges that no market for the Buyer Shares
exists and it is unlikely that one will develop in the future, and that the
Seller may find it impossible to liquidate the investment in the Buyer Shares
at a time when the Seller may desire to do so, or at any other time.

        (e)     The Seller is aware that the Buyer Shares have not been
registered  under the Act,  that the Buyer Shares will be issued on the basis of
the  statutory  exemption  provided  by  Section  4(2)  of the  Act  promulgated
thereunder,  relating  to  transactions  by an issuer not  involving  any public
offering and under similar  exemptions under certain state securities laws, that
this transaction has not been reviewed,  passed on or approved by any federal or
state agency or self-regulatory  organization where an exemption is being relied
upon,  and  that  the  Buyer's  reliance  thereon  is  based  in part  upon  the
representations  made by the Seller in this Agreement.  The Seller  acknowledges
that it has been  informed by the Buyer,  or is  otherwise  familiar  with,  the
nature of the  limitations  imposed  by the Act and the  rules  and  regulations
thereunder on the transfer of securities. In particular,  the Seller agrees that
no sale,  assignment  or  transfer  of any of the Buyer  Shares will be valid or
effective,  and the Buyer shall not be required to give any effect to such sale,
assignment  or  transfer,  unless  (i) such  sale,  assignment  or  transfer  is
registered  under the Act,  it being  understood  that the Buyer  Shares are not
currently  registered for sale and that the Buyer has no obligation or intention
to so register the Buyer Shares, or (ii) the Buyer Shares are sold,  assigned or
transferred in accordance with all the  requirements and limitations of Rule 144
under the Act, it being understood that Rule 144 is not available at the present
time  for the sale of the  Buyer  Shares,  or (iii)  such  sale,  assignment  or
transfer is otherwise exempt from the registration  requirements  under the Act.
The Seller further  understands  that an opinion of counsel and other  documents
may be required to transfer the Buyer Shares.  The Seller  acknowledges that the
certificate  evidencing  the  Buyer  Shares  will  bear  the  following,   or  a
substantially similar legend, and such other legends as may be required by state
blue sky laws:

             "The securities represented by this certificate have not been
             registered under the Securities Act of 1933 (the "Act"), or any
             state securities laws and neither such securities nor any interest
             therein may be offered, sold, pledged, assigned or otherwise
             transferred unless: (1) a registration statement with respect
             thereto is effective under the Act and any applicable state
             securities laws, or (2) the Buyer receives an opinion of counsel to
             the holder of such securities, which counsel and opinion are
             reasonably satisfactory to the Buyer, that such securities may be
             offered, sold, pledged, assigned or transferred in the manner
             contemplated without an effective registration statement under the
             Act or applicable state securities laws."

        (f)     The Seller is acquiring the Buyer Shares for the Seller's own
account for investment and not with a view to the sale or distribution thereof
or the granting of any participation interest therein, and has no present
intention of distributing or selling to others any of such interest or granting
participations therein.

                                       39
<PAGE>

        2.08    Intellectual Property. To the best of Seller's knowledge,
                ---------------------  none of the Assets to be purchased
hereunder, including, but not limited to, any trademarks and tradenames included
in Exhibit  1.01,  violate or infringe any  patents,  trademark,  service  mark,
copyrights,  trade secrets or other  intellectual  property  rights of any third
person.

        2.09.   Due  Organization. Seller is a corporation duly organized and
                -----------------  existing  under the General  Corporation  Law
of the State of New York.

        2.10    Survival of Warranties. Seller agrees that all warranties made
                ----------------------  by it in this Agreement shall
survive the Closing.



                                   ARTICLE 3.

                    REPRESENTATIONS AND WARRANTIES BY BUYER.
                    ----------------------------------------

        3.01.   Consents, Approvals and Notices. Buyer has complied with all of
                -------------------------------  the requirements of any
applicable law of the State of New York, its state of organization,  relative to
its  purchase  of the  Assets  described  in this  Agreement  and that  prior to
Closing, all of the consents,  approvals and notices that may be required by law
or by  agreements  to which  Buyer may be a party  will be  obtained  and given,
respectively.

        3.02.   Authorized and Issued Stock. The authorized capital stock of
                ---------------------------- Buyer consists of 1,000 shares of
Common Stock. The Buyer presently has no shares of Common Stock issued and
outstanding. When issued, the Buyer Shares to be sold to the Seller will
represent 100% of Buyer's issued and outstanding shares of Common Stock.

        3.03    Litigation. There is now no litigation pending against Buyer of
                ----------- which it or its officers are aware that will, might,
or  could  affect  consummation  of the  purchase  and  sale  described  in this
Agreement and Buyer is not aware of any threatened  litigation  which may affect
the consummation of the purchase and sale described in this Agreement.

        3.04.   Due Organization. Buyer is a corporation duly organized and
                ----------------  existing under the General  Corporation Law of
the State of New York and its power as a Corporation has never been and is not
now suspended.

        3.05.   Authority  to Buy.  This  Agreement  has been  approved by
                -----------------   Buyer's  Board of  Directors  and Buyer has
full power and authority to both execute and perform this Agreement.

        3.06.   Survival of Warranties. Buyer agrees that all warranties made
                ----------------------  by it in this Agreement shall survive
the Closing.

                                       40
<PAGE>




                                   ARTICLE 4.

                              OPERATION OF ASSETS.
                              --------------------

        4.01.   Seller to Continue Business Prior to Closing. Seller shall
                -------------------------------------------- continue to conduct
its business as it is currently being operated until the Closing. Any and all
risk of loss or damages to the Assets during such period from any and all causes
shall be borne by the Seller.

        4.02.   Buyer to Operate  Business After Closing. Buyer shall conduct
                ----------------------------------------  the business of group
theatre ticket sales  previously conducted by Seller following the Closing in
such manner as it, in its sole discretion may determine advisable.


                                   ARTICLE 5.

                       CONDITIONS TO BUYER'S PERFORMANCE.
                       ----------------------------------

         Absent a waiver in writing, all obligations of the Buyer under this
Agreement are subject to satisfaction of the following conditions on or before
the Closing Date:

        5.01.   Performance  by Seller. Seller shall have  performed,  satisfied
                ----------------------  and complied with all  covenants,
agreements,  and  conditions  required  by this  Agreement  to be  performed  or
complied with by them, or any of them, on or before the Closing Date.

        5.02.   Representations and Warranties True as of the Closing Date.
                -----------------------------------------------------------
Except as otherwise permitted by this Agreement, all representations and
warranties by Seller in this Agreement shall be true on and as of the Closing
Date as though made at that time.

        5.03.   Third Party Consents. All consents and approvals required to be
                --------------------  given by third parties shall have been
obtained  and  Buyer  shall  have  been  furnished  with  appropriate   evidence
reasonably  satisfactory  to it and its counsel of the granting of such consents
and approvals.

        5.04.   No Material Adverse Change. During the period from the date of
                --------------------------  the most recent financial statement
to the Closing Date the Seller has not  sustained any material loss or damage to
its  assets,  whether or not  insured,  that  materially  affect its  ability to
conduct a material part of its business.

        5.05.   Absence of Litigation. No action, suit, or proceeding before any
                ---------------------  court or any governmental body or
authority,  pertaining to the transaction  contemplated by this Agreement, or to
its consummation, shall have been instituted or threatened against the Seller on
or before the Closing Date.

        5.06.   Corporate Approvals. The board of directors of Seller and to the
                -------------------- extent required,


                                       41
<PAGE>
the  shareholders  of  Seller,  shall  have duly  authorized  and  approved  the
execution and delivery of this Agreement and all corporate  action  necessary or
proper to fulfill Seller's obligations hereunder on or before the Closing Date.

                                   ARTICLE 6.

                      CONDITIONS OF SELLER'S PERFORMANCE.
                      -----------------------------------

        Absent a waiver in writing, all obligations of Seller hereunder are
subject to the satisfaction of the following conditions on or before the Closing
Date:

        6.01.   Representations and Warranties True as of the Closing Date.
                -----------------------------------------------------------
All representations and warranties of Buyer contained in this Agreement shall be
true on and as of the Closing Date as though such representations and warranties
were made on and as of that date.

        6.02.   Performance  By Buyer. Buyer shall have  performed and complied
                ---------------------  with all covenants and  agreements and
satisfied all conditions required by this Agreement to be performed by Buyer on
or before the Closing Date.

        6.03.   Corporate  Approvals. The board of directors of Buyer shall have
                --------------------  duly  authorized  and  approved the
execution  and delivery of this  Agreement and all corporate  action  necessary
or proper to fulfill  Buyer's  obligations  hereunder on or before the
Closing Date.

        6.04.   No Material Adverse Change. During the period from the date of
                --------------------------  this Agreement to the Closing Date,
the Buyer will not have sustained any material loss or damage to its assets,
whether or not insured, that materially affect its ability to conduct a material
part of its business.

        6.05.   Absence of Litigation. No action, suit, or proceeding before any
                ---------------------  court or any governmental body or
authority,  pertaining to the transaction  contemplated by this Agreement, or to
its consummation,  shall have been instituted or threatened against the Buyer on
or before the Closing Date.


                                   ARTICLE 7.

                         SELLER'S AND BUYER'S COVENANTS.
                         -------------------------------

        7.01.   Conduct of Business. From the date of this Agreement to the
                -------------------- Closing, Seller shall operate the business
as it is currently being  conducted  without causing  detriment  thereto,  shall
maintain in effect all  governmental  permits and  approvals  necessary  for the
operation of the business as it is now being  conducted,  and shall maintain the
relationships  with all persons and entities with whom Seller currently is doing
business. After the Closing, the Seller's business shall be conducted by Buyer.

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<PAGE>


        7.02.   Buyer's Investigation. Seller shall make available to Buyer at
                ---------------------  all reasonable times all books and
records of the business and such other items as may be from time to time
requested by Buyer.

                                   ARTICLE 8.

                                 MISCELLANEOUS.
                                 --------------

        8.01.   Entire Agreement. This instrument with its attachments
                ---------------- constitutes the entire agreement between Buyer
and Seller  respecting  the Assets or the sale of the Assets to Buyer by Seller,
and any  agreement  or  representation  respecting  the  Assets or their sale by
Seller to Buyer not expressly set forth in this instrument is null and void.

        8.02.   Notices. Any and all notices or other communications or
                -------  deliveries required or permitted to be provided
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  8.02  prior to 5:30 p.m.  on a  business  day,  (ii) the  business  day
following  the  date of  mailing,  if sent by  nationally  recognized  overnight
courier  service,  or (iii) upon actual receipt by the party to whom such notice
is required to be given. The address for such notices and  communications  shall
be as follows:

                  If to Buyer, to:

                           Maxwell Group Entertainment, Inc.
                           1501 Broadway, Suite 1807
                           New York, New York 10036
                           Fax: (212) 768-3036

                  If to Seller, to:

                           Clixtix, Inc.
                           1501 Broadway, Suite 1807
                           New York, New York 10036
                           Fax: (212) 768-3036

        8.03.   Assignment. This  Agreement  may not be  assigned by either
                ----------  party to any other  person or  corporation  without
the express written consent of the other party to this Agreement.

        8.04.   Governing  Law. This  Agreement  shall be governed and all
                --------------  rights and  liabilities  under it determined in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.

        8.05.   Counterparts. This Agreement may be executed in two or more
                ------------  counterparts,  each

                                       43
<PAGE>


of which shall be an original, but all of which shall constitute but one
Agreement.

        8.06.   Expenses. Each party shall pay all costs and expenses
                --------  incurred by it in negotiating and preparing this
Agreement and in closing and carrying out the transactions contemplated herein
and hereby.

        8.07.   Further Assurances. The parties agree that at any time and from
                ------------------  time to time after the Closing Date, they
will execute and deliver to any other party such further instruments or
documents as may be reasonably required to give effect to the transactions
contemplated hereunder.




[Remainder of this page intentionally left blank]




                                       44
<PAGE>


         IN WITNESS WHEREOF, the Buyer and the Seller have through their
respective duly qualified and authorized officers, signed and delivered this
agreement and agree to be bound by the terms hereof as of this 31st day of
                                                               ----
August, 2001.
------


                                        Clixtix, Inc.
                                        A New York corporation



                                        By     /s/ Phyllis Maxwell
                                          ---------------------------
                                          Name:  Phyllis Maxwell
                                          Title: President,
                                                 A Duly Authorized Signatory





                                        Maxwell Groups Entertainment, Inc.


                                        By     /s/ Phyllis Maxwell
                                          ---------------------------
                                          Name: Phyllis Maxwell
                                          Title: President,
                                          A Duly Authorized Signatory



                                      45
<PAGE>


EXHIBIT 21.0
------------


Subsidiaries of the Clixtix, Inc.
---------------------------------


Maxwell Group Entertainment, Inc. - New York corporation







                                       46