UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report
August 11, 2005
(Date of earliest event reported)
EPIXTAR CORP.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
011-15489 65-0722193
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(Commission File Number) (IRS Employer Identification No.)
11900 Biscayne Boulevard Suite 700
Miami, Florida 33181
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(Address of Principal Executive Offices) (Zip Code)
(305) 503-8600
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(Registrant's Telephone Number, Including Area Code)
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 5.02 Departure of Director or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(a) Not applicable.
(b)(c)(d) On August 11, 2005, Mr. Mahalingam Shrinivas resigned as
chief financial officer of the registrant. At the same time,
Irving Greenman, who is our President and a member of our
board of directors reassumed the position of chief financial
officer. Mr. Greenman continues as President and a member of
our board of directors.
Also on August 11, 2005, our Board of Directors, by unanimous
written consent, voted to elect Mr. Martin Miller as our Chief
Executive Officer, a director and chairman of our board of
directors. Mr. Miller, who is 65 years old, has been a private
investor for the past five (5) years, except during the period
October 2002 until April 2004, when he served as our chief
executive officer. Mr. Miller, who is also a substantial
shareholder of the registrant, has agreed to serve the Company
at an annual salary of $1.00.
For information concerning certain transactions between and
among our officers, directors and their affiliates, reference
is made to Item 13, "Certain Relationships and Related
Transactions" in our Annual Report on Form 10-K for the year
ended December 31, 2004 which is hereby incorporated herein by
this reference.
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.
EPIXTAR CORP.
(Registrant)
Date: August 16, 2005 By /s/ IRVING GREENMAN
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Irving Greenman
Chief Financial Officer