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) OCTOBER 5, 2005
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.)
1181 GRIER DRIVE, SUITE B, LAS VEGAS, NEVADA 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 740-4616
5275 SOUTH ARVILLE STREET, SUITE B-116, LAS VEGAS, NEVADA 89118
(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
As of October 5, 2005, Crystalix Group International, Inc. ("Crystalix") entered
into a Transfer of Assets Agreement between Crystalix Group International and
Innovative Motions. Innovative Motions is a company owned by Rainer Eissing, an
officer, director and principal shareholder of Crystalix.
Under the terms of the agreement, Crystalix is transferring its Berlin Division
of Crystalix Imaging, Ltd., a subsidiary of Crystalix, to Innovative Motions in
consideration for all but 1,000,000 shares of Mr. Eissing's Crystalix common
stock and preferred stock. Mr. Eissing owned beneficially 8,621,000 shares of
common stock (22.9% of the outstanding common shares ) and 962,100 shares of
preferred stock (24.5% of the outstanding preferred shares). Innovative Motions,
or a designee, will retain 1,000,000 shares of common stock.
Mr. Eissing is resigning as an officer and director of Crystalix as disclosed
below. Crystalix had planned to curtail European operations, as such operations
had not been profitable. Mr. Eissing expressed an interest in acquiring the
Berlin Division, thereby resulting in the agreement.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
As of October 5, 2005, under the terms of the agreement described in Item 1.01
above, Rainer Eissing resigned as an officer and a director of Crystalix. He had
served as Chief Technical Officer. Mr. Eissing did not resign because of a
disagreement with Crystalix on any matter relating to Crystalix's operations,
policies or practices.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 Transfer of Assets Agreement Between Crystalix Group International
and Innovative Motions
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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.
October 11, 2005 By: /s/ DOUGLAS E. LEE
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Douglas E. Lee, President
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