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) SEPTEMBER 23, 2004
CRYSTALIX GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-29781 65-0142472
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
5275 SOUTH ARVILLE STREET, SUITE B-116, LAS VEGAS, NEVADA 89118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 740-4616
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 23, 2004, Crystalix Group International, Inc. ("Crystalix")
executed and delivered to CMKXTREME.COM a convertible promissory note in the
principal amount of $2,000,000 and a seven-year warrant to purchase 2,500,000
shares of common stock at $0.08 per share. The note is unsecured, accrues
interest at 10% per annum, is due October 1, 2007, and requires monthly
principal payments of $83,333 and accrued interest beginning November 1, 2004.
The note is convertible as to any payment when due, as to all or any portion of
the note upon the sale of 51% or more of Crystalix's outstanding common stock or
sale of all of Crystalix's assets, or as to a portion of the note not to exceed
$1,000,000 upon an event of default. The conversion price is the lesser of the
average closing price of the common stock for the five business days immediately
preceding the notice of conversion or $0.08. There is no relationship between
Crystalix and CMKXTREME.COM, other than in respect of the transaction described
above.
Crystalix will use the proceeds from the financing for working capital.
Crystalix has agreed to file a registration statement with the Securities and
Exchange Commission in order to register the resale of the shares issuable upon
conversion of the note and the shares issuable upon exercise of the warrant.
This summary description of the financing described by the documents does not
purport to be complete and is qualified in its entirety by reference to the
documents that are filed as Exhibits hereto.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See the disclosure in Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 Convertible Promissory Note to CMKXTREME.COM dated September 23,
2004
10.2 Warrant to Purchase Common Stock issued to CMKXTREME.COM
10.3 Registration Rights Agreement with CMKXTREME.COM
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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.
CRYSTALIX GROUP INTERNATIONAL, INC.
September 29, 2004 By: /s/ ROBERT J. McDERMOTT
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Robert J. McDermott
Chief Financial Officer
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