SECURTIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 8-K -A

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

             Date of Report: April 16, 2004, Amended April 19, 2004

                                  EPIXTAR CORP.

               (Exact name of Registrant as specified in charter)



Florida                        011-15499                 55-0722193
- - - - - - - - - - -       - - - - - - - - - -        - - - - - - - - - -
(State or Other          (Commission File No.)          (IRS Employer
Jurisdiction of                                      Identification No.)
Incorporation)


              11900 Biscayne Blvd., Suite 262, Miami, Florida 33181
                    (Address of principal executive officers)

                                  305-503-8600
                                   (Telephone)




ITEM 7. Financial Statements and Exhibits

(c) Exhibits

         Exh. 99.1 Press Release dated April. 14, 2004.

ITEM 12. Results of Operations and Financial Conditions.

On April 14, 2004, Epixtar Corp. issued a press release relating to its earnings
for the year ended 2003 and announcing the resignation of Martin Miller as Chief
Executive Officer. A copy of Epixtar's press release dated April 14, 2004 is
attached to this report as Exhibit 99.1.





                                    SIGNATURE

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

Dated: April 19, 2004

                                  EPIXTAR CORP.
                                  (Registrant)





By: /s/ Irving Greenman
- ------------------------------
Irving Greenman
Chief Financial Officer