SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



        Date of report (Date of earliest event reported): August 31, 2001



                                  Clixtix, Inc.
                                  -------------
               (Exact Name of Registrant as Specified in Charter)



                   New York                         333-46828
                   --------                         ---------
           (State of Incorporation)          (Commission File Number)


                                   13-3526402
                                   ----------
                       (IRS Employer Identification No.)


               1501 Broadway, Suite 1807, New York, New York 10036
               ---------------------------------------------------
               (Address of principal executive offices)(Zip Code)


                                 (212) 768-2383
                                 --------------
              (Registrant's telephone number, including area code)




                         Phyllis Maxwell's Groups, Inc.
                         ------------------------------
             (Former name or address, if changed since last report)

<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.  Acquisition or Disposition of Assets.

         On August 31, 2001, Clixtix, Inc. (the "Company") and Maxwell Group
Entertainment, Inc., a newly formed New York corporation (the "Subsidiary")
entered into an Agreement and Plan of Reorganization (the "Agreement"). Under
the terms of the Agreement, the Company sold to the Subsidiary all of its
tangible and intangible assets appearing on the Company's Balance Sheet as of
June 30, 2001 (the "Balance Sheet") and the Subsidiary assumed all of the
Company's liabilities appearing on the Balance Sheet in consideration for 100
shares of the Subsidiary's common stock, which constitute all of the issued and
outstanding stock of the Subsidiary.

Item 5.  Other Events.

         On August 31, 2001, the Company filed with the New York State Secretary
of State a Certificate of Amendment to the Certificate of Incorporation which
amended the Company's Certificate of Incorporation by (i) changing the Company's
name to "Clixtix, Inc." and (ii) adding a provision to the Certificate of
Incorporation enabling stockholders of the Company to take action on written
consent whenever under the provisions of the New York Business Corporation law
shareholders are required or permitted to take action by vote, setting forth the
action so taken signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.


Item 7.  Financial Statements and Exhibits.

Exhibit 2.        Agreement and Plan of Reorganization

Exhibit 3(i)      Certificate of Amendment to the Certificate of Incorporation



                                       2
<PAGE>


                                   SIGNATURES

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

                                              Clixtix, Inc.
                                              -------------
                                              (Registrant)


Dated:  September 7, 2001                      By:   /s/ Phyllis Maxwelll
                                                     -----------------------
                                                     Phyllis Maxwell, President


                                       3
<PAGE>


Exhibit 2
---------

                      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.
                                       4
<PAGE>


                                   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.

         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 saleof 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.

                                       5
<PAGE>


         (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.

         (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

                                       6
<PAGE>

             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.


         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.

                                       7
<PAGE>

         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
                  -----------------   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. Buyer's Board of Directors and Buyer has full power and


                                   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
          theater  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.

                                       8
<PAGE>

         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, 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.

                                       9
<PAGE>

                                   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.


         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


                                       10
<PAGE>


                  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
                  ----------  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 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]





                                       11
<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








                                       12
<PAGE>



Exhibit 3(i)

         Certificate of Amendment of the Certificate of Incorporation of

                         Phyllis Maxwell's Groups, Inc.

                Under Section 805 of the Business Corporation Law


         It is hereby certified that:

         1.       The name of the corporation (herein referred to as the
     "corporation") is:
                         Phyllis Maxwell's Groups, Inc.

         2. The corporation's Certificate of Incorporation was filed with the
     Office of the Secretary of State on April 18, 1989. The corporation filed a
     Certificate of Amendment of the Certificate of  Incorporation  on September
     22, 2001.

         3. The Certificate of Incorporation of the corporation is hereby
     amended  changing  the  Corporation's  name by striking  out Article  FIRST
     thereof  and by  substituting  in lieu of said  Article the  following  new
     Article:

         "FIRST:  The name of the Corporation is Clixtix, Inc., hereinafter
     sometimes referred to as the "Corporation."

         4.       The Certificate of Incorporation of the corporation is hereby
     amended by adding the following Article "EIGHTH" thereto:

         "EIGHTH: Whenever under the provisions of the New York Business
Corporation law shareholders are required or permitted to take action by vote,
such action may be taken without a meeting on written consent, setting forth the
action so taken signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted."

         5. The amendments of the Certificate of Incorporation herein certified
were duly authorized by unanimous written consent of the Board of Directors
followed by a vote of a majority of all outstanding shares entitled to vote
thereon at a meeting of shareholders of the corporation in accordance with the
provisions of Section 803(a) of the New York Business Corporation Law.


                                       13
<PAGE>



         IN WITNESS WHEREOF, the undersigned, being an authorized officer of the
corporation, has hereunto signed his name and affirms that the statements made
herein are true under the penalties of perjury, this 28th day of August, 2001.

                                         Phyllis Maxwell's Groups, Inc.


                                          BY:      ________________________
                                                   Phyllis Maxwell, President

                                       14
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): August 31, 2001

                                  Clixtix, Inc.
                                  -------------
               (Exact Name of Registrant as Specified in Charter)

                   New York                         333-46828
                   --------                         ---------
           (State of Incorporation)          (Commission File Number)

                                   13-3526402
                                   ----------
                       (IRS Employer Identification No.)

               1501 Broadway, Suite 1807, New York, New York 10036
               ---------------------------------------------------
               (Address of principal executive offices)(Zip Code)

                                 (212) 768-2383
                                 --------------
              (Registrant's telephone number, including area code)

                         Phyllis Maxwell's Groups, Inc.
                         ------------------------------
             (Former name or address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.  Acquisition or Disposition of Assets.

         On August 31, 2001, Clixtix, Inc. (the "Company") and Maxwell Group
Entertainment, Inc., a newly formed New York corporation (the "Subsidiary")
entered into an Agreement and Plan of Reorganization (the "Agreement"). Under
the terms of the Agreement, the Company sold to the Subsidiary all of its
tangible and intangible assets appearing on the Company's Balance Sheet as of
June 30, 2001 (the "Balance Sheet") and the Subsidiary assumed all of the
Company's liabilities appearing on the Balance Sheet in consideration for 100
shares of the Subsidiary's common stock, which constitute all of the issued and
outstanding stock of the Subsidiary.

Item 5.  Other Events.

         On August 31, 2001, the Company filed with the New York State Secretary
of State a Certificate of Amendment to the Certificate of Incorporation which
amended the Company's Certificate of Incorporation by (i) changing the Company's
name to "Clixtix, Inc." and (ii) adding a provision to the Certificate of
Incorporation enabling stockholders of the Company to take action on written
consent whenever under the provisions of the New York Business Corporation law
shareholders are required or permitted to take action by vote, setting forth the
action so taken signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.

Item 7.  Financial Statements and Exhibits.

Exhibit 2.        Agreement and Plan of Reorganization

Exhibit 3(i)      Certificate of Amendment to the Certificate of Incorporation

                                       2
SIGNATURES

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

                                              Clixtix, Inc.
                                              -------------
                                              (Registrant)

Dated:  September 7, 2001                      By:   /s/ Phyllis Maxwelll
                                                     -----------------------
                                                     Phyllis Maxwell, President

                                       3
Exhibit 2
---------

                      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.
                                       4
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.

         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 saleof 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.

                                       5
(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.

         (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

                                       6
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.

         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.

                                       7
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
                  -----------------   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. Buyer's Board of Directors and Buyer has full power and

                                   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
          theater  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.

                                       8
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, 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.

                                       9
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.

         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

                                       10
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
                  ----------  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 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]

                                       11
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

                                       12
Exhibit 3(i)

         Certificate of Amendment of the Certificate of Incorporation of

                         Phyllis Maxwell's Groups, Inc.

                Under Section 805 of the Business Corporation Law

         It is hereby certified that:

         1.       The name of the corporation (herein referred to as the
     "corporation") is:
                         Phyllis Maxwell's Groups, Inc.

         2. The corporation's Certificate of Incorporation was filed with the
     Office of the Secretary of State on April 18, 1989. The corporation filed a
     Certificate of Amendment of the Certificate of  Incorporation  on September
     22, 2001.

         3. The Certificate of Incorporation of the corporation is hereby
     amended  changing  the  Corporation's  name by striking  out Article  FIRST
     thereof  and by  substituting  in lieu of said  Article the  following  new
     Article:

         "FIRST:  The name of the Corporation is Clixtix, Inc., hereinafter
     sometimes referred to as the "Corporation."

         4.       The Certificate of Incorporation of the corporation is hereby
     amended by adding the following Article "EIGHTH" thereto:

         "EIGHTH: Whenever under the provisions of the New York Business
Corporation law shareholders are required or permitted to take action by vote,
such action may be taken without a meeting on written consent, setting forth the
action so taken signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted."

         5. The amendments of the Certificate of Incorporation herein certified
were duly authorized by unanimous written consent of the Board of Directors
followed by a vote of a majority of all outstanding shares entitled to vote
thereon at a meeting of shareholders of the corporation in accordance with the
provisions of Section 803(a) of the New York Business Corporation Law.

                                       13
IN WITNESS WHEREOF, the undersigned, being an authorized officer of the
corporation, has hereunto signed his name and affirms that the statements made
herein are true under the penalties of perjury, this 28th day of August, 2001.

                                         Phyllis Maxwell's Groups, Inc.

                                          BY:      ________________________
                                                   Phyllis Maxwell, President

                                       14