UNITED STATES
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): August 10,2000
CELEXX CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 000-30468
Nevada 65-0728991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7251 West Palmetto Park Road
Suite 208
Boca Raton, FL 33433-
(Address of principal executive offices) (Zip code)
561-395-1920
(Registrant's telephone number including area code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On or about March 10, 2000, the Company's (`Celexx" and or the
"Company") president signed an agreement to exchange 1,000,000 shares of Celexx
Common Stock for 1,000,000 shares of common stock from E-Pawn.Com, Inc.
(EPWN:OTCBB)("E-Pawn") as part of an omnibus agreement whereby the Celexx would
receive substantial payments of management fees as the appointed manager of
E-Pawn. The agreement was amended in April,2000 and was at all times subject to
approval by the Board of Directors of Celexx. Prior to Celexx obtaining approval
from it's Board of Directors, the President of E-Pawn was indicted by the United
States Department of Justice for stock fraud and E-Pawn was made the target of
further investigations. In addition, at no time did E-Pawn ever appoint the
Company as its manager. Based on the above events and the possibility that the
investigation of E-Pawn might reveal other securities laws violation, the
Company determined that the above agreement was never approved or consummated
and has been taking steps to revoke and unwind the transfer of shares. The
Company's counsel has opined that the above transaction was viod ab initio (from
the beginning) and the Company has informed its transfer agent to cancel the
shares issued to E-Pawn. In response to the Company's action, E-Pawn has
commenced suit to enforce only those sections of the agreement that are
favorable to them. The Company is vigorously defending the action and counsel is
of the opinion that the Company will prevail.
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SIGNATURE
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 thereunto duly authorized.
CELEXX CORPORATION
Date: August 10, 2000 By: /s/ David C. Langle
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David C. Langle
Vice President
and Chief Financial Officer
