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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 1999

FIX-CORP INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)

Delaware 000-23369 34-1783774
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(State or other juris-diction of (Commission File Number) (IRS Employer Identification Number)
incorporation)

1835 James Parkway
Heath, Ohio 43056
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(address of principal executive offices) (zip code)

Registrant's telephone number, including area code: 740-928-8999; 888-928-8999

3637 S. Green Road
Beachwood, Ohio 44122
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(Former name or former address, if changed since last report) (zip code)

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Item 1. Change in Control of Registrant.

On Friday, April 23, 1999, the United States Bankruptcy Court for the
Southern District of Ohio (the "Court") approved Fix-Corp International, Inc.'s
board of directors' decision to enter into an agreement with the Philadelphia,
PA-based management consulting firm of Hershhorn & Trichon, LLC ("H&T").
Pursuant to the agreement, the Company elected Mark P. Hershhorn as a director
and the Chief Executive Officer and Chairman of the Board of the Company. Mr.
Hershhorn will replace S. Darwin Noll as a director, who resigned effective as
of March 12, 1999. Along with the appointment of Mr. Hershhorn, James L. Trichon
was named Executive Vice President and Constantinos I. Costalas was named Chief
Operating Officer of the Company.

Mr. Hershhorn, age 49, is also the Chairman and Chief Executive Officer
of CKS & Associates, a management consulting firm as well as the President of
H&T, which provides consulting advice on corporate restructurings, marketing and
strategic growth initiatives to senior management of companies. Mr. Hershhorn
has also served as President and Chief Executive Officer and Director of
National Media Corporation (a NYSE company), and Chairman of National Media's
International subsidiary, Quantum International Limited, which operated in over
70 countries around the world. Prior to that, Mr. Hershhorn served as President
and Chief Operating Officer of Buckeye Communications, Inc.

Mr. Trichon, age 54, also serves as the President and Chief Executive
Officer of Triam, Inc., a contract management, consulting and business
development firm. He is also a partner of H&T.

Mr. Costalas, age 63, served as Vice Chairman and Chief Operating
Officer of National Media Corporation from 1994 until January 1999. Prior to
1994, he served as Chairman of the Board, President, and Chief Executive Officer
of Glendale Bancorporation, a commercial bank.

H&T entered into the employment agreement with the Company for a three
year term commencing on March 12, 1999 and ending on March 31, 2002, renewable
for successive one year terms. Under the agreement, H&T will be paid a base
annual wage of $450,000 plus certain benefits and incentive compensation under a
plan to be established by the Board (including an option which was granted to
H&T to purchase 2,000,000 shares of the Company's Common Stock for a cost of
$.56 per share).

Also, on April 23, 1999, the Company received Court approval for a
post-petition bridge loan financing arrangement, which the Company's Board of
Directors had previously approved on April 8, 1999. This post-petition,
short-term bridge loan financing facility is being provided by The Hershhorn
Group (which is also Philadelphia, PA-based and is owned and controlled by Mr.
Hershhorn) using its own funds. The financing provides for a credit line of up
to $750,000 to be drawn down by the Company. To date, $330,000 has been drawn
down. The financing documents provide for a promissory note bearing interest at
the so-called "prime rate" charged by National City Bank, NA (Ohio) plus 4%,
with interest payable monthly commencing May 1, 1999, as well as security
agreements and the issuance of a Common Stock Series "A" purchase warrant. The
Note matures on October 9, 1999.

The Hershhorn Group loan is secured, but is subordinated to the prior
security positions of the Company's two primary secured lenders, Coast Business
Credit, Inc. and Medallion Capital, Inc. In that regard, The Hershhorn Group has
a secured third position on all the Company's U.S. assets and a second position
on its Canadian assets. As additional compensation for providing the bridge
loan, The Hershhorn Group will receive the Common Stock Series "A" purchase
warrant which, when exercised, entitles the holder to purchase 3,000,000 shares
of the Company's fully-paid, non-accessible $.001 par value common stock at an
exercise price of $.62 per share (being 120% of the

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closing price on the electronic bulletin board as of the close of business on
April 22, 1999). The expiration date of the warrant is December 31, 2005.

As of this date, Mr. Hershhorn, directly and/or through his ownership
interest in H&T and The Hershhorn Group, has the following direct and indirect
beneficial ownership of Fix-Corp International, Inc.:

Number of Shares of Common
Stock owned directly by
Mr. Hershhorn 35,000 shares

Options in favor of H&T to
purchase Common Stock* 2,000,000 shares

Common Stock Series "A"
Purchase Warrant issued
directly to Mr. Hershhorn** 3,000,000 shares
(or the Hershhorn Group) ---------

Total of Mr. Hershhorn's Beneficial
Ownership Interest in Fix-Corp
International, Inc. 5,035,000 shares

Fix-Corp International, Inc.
Shares Issued and Outstanding
as of May 1, 1999*** 31,319,894 shares
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Total of shares outstanding plus shares beneficially owned by
Mr.
Hershhorn 36,354,894 shares

% of shares of Fix-Corp International,
Inc. beneficially owned by Mr.
Hershhorn 13.84%

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The Court also issued an order authorizing the rejection of the
Company's employment contract with Mark Fixler, the Company's founder, a current
director, and its former Chief Executive Officer. Mr. Fixler further agreed that
he had no claim for damages against the Company arising from the rejection of
his employment contract and waived the $2 million severance benefit, health
insurance, and automobile allowance provided for in his employment contract.
Additionally, Mr. Fixler's annual salary was reduced from $300,000 to $150,000
through December 31, 1999. Mr. Fixler, in June 1998, canceled an option to
purchase four million shares of the Company's stock. Mr. Fixler

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* These options may only be exercised if a management-sponsored plan of
reorganization is approved by the Court. See Section 6 of the Employment
Agreement filed herewith.

** The first 2,250,000 shares to which this Warrant applies may be
purchased on or before the Call Day (as defined in the Warrant). The remaining
750,000 shares may be purchased subject to conditions specified in the Warrant.
See Section 14 of the Warrant filed herewith.

*** Not fully diluted. Information received from Company's
Transfer Agent.

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will continue to be bound by the noncompetition and confidential information
provisions of his employment agreement.

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Item 7. Financial Statements and Exhibits

(1) Employment Agreement by and between Fix-Corp
International, Inc. and Hershhorn & Trichon, LLC dated as
of March 12, 1999

(2) Promissory Note made by Fix-Corp International, Inc. in
favor of The Hershhorn Group dated April 22, 1999 in the
amount of $750,000

(3) Security Agreement dated April 22, 1999 by and among
Fix-Corp International, Inc., Pallet Technology, Inc.,
Polystyle Industries, Inc., Fixcor Industries, Inc. and
The Hershhorn Group

(4) Fix-Corp International, Inc. Common Stock Series "A"
Purchase Warrant dated April 22, 1999 - to be filed by
amendment

(5) Press release dated April 27, 1999 with respect to
"Fix-Corp International, Inc. Gets Approval From
Bankruptcy Court for New Director, Officers and New
Financing"

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.

May 5, 1999 FIX-CORP INTERNATIONAL, INC.

By: /s/ MARK P. HERSHHORN
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Mark P. Hershhorn
Chairman and Chief Executive
Officer