MAXX INTERNATIONAL INC
8-K, 2000-10-11
NON-OPERATING ESTABLISHMENTS
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                       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, 2000



                            MAXX INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


         Utah                          000-26971                87-0284871
(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
     of incorporation)                                      Identification No.)


      c/o Solomon Broadcasting International, Inc.
           130 El Camino Drive, Beverly Hills                    90212
        (Address of principal executive offices)               (Zip Code)


Registrant's Telephone Number:  (516) 827-5500


                                 NOT APPLICABLE
         (Former name or former address, if changed since last report.)

<PAGE>

Item 5. Other Events.

     1. In June of 2000, Maxx International, Inc. (the "Company") entered into a
Telephone Products Sublicense  Agreement (the "Telephone  Products  Sublicense")
with Treasures of St. Peter's In the Vatican, Ltd. ("TSV"),  whereby the Company
was granted a  sublicense  from TSV to  manufacture  and sell  reproductions  of
certain  works of art,  located in the Museum of the  Treasures of St. Peters in
the  Vatican,  in  connection  with certain  products  and services  relating to
telephones,  including but not limited to prepaid and post-paid  calling  cards,
throughout certain parts of the world.

     In accordance with the Telephone Products  Sublicense,  on October 5, 2000,
the Company  entered into a Prepaid  Calling Card  Production  and  Distribution
Agreement  (the  "Agreement")  with  Telstar  International,  Inc.  ("Telstar").
Telstar will provide  certain  telephone  utility  services via prepaid  calling
cards  and  PINS.  Furthermore,  Telstar  shall  have  the  right  to act as the
exclusive distributor,  solely in its own distribution network, of the Company's
licensed prepaid calling cards (the "Calling Cards") in certain specified retail
outlets  throughout  parts  of  the  United  States,   Mexico,  Canada,  Brazil,
Argentina,  the Philippines and Peru. The Company shall have the exclusive right
to distribute its Calling Cards in all other markets not specifically defined in
Telstar's distribution network.


Item 7. Exhibits

     (c)  Exhibits.

       Exhibit No.                   Document

         (10.1)   Prepaid  Calling  Card  Production  and   Distribution
                  Agreement, by and between Maxx International, Inc. and
                  Telstar International, Inc., dated October 5, 2000

         (10.2)   Telephone  Products  Sublicense   Agreement,   by  and
                  between Maxx International,  Inc. and Treasures of St.
                  Peters's In The Vatican, Ltd., dated June 2000


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<PAGE>

                                   SIGNATURES

     Pursuant to the  requirement  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, this 10th day of October, 2000.

                                             MAXX INTERNATIONAL, INC.


                                             By: /s/ Adley Samson
                                                 --------------------------
                                                 Adley Samson, C.F.O.


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