SECURTIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
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                                    Form 8-K

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


      Date of Report February 28, 2005

                                  EPIXTAR CORP.
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          (Exact name of Registrant as specified in charter)


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

                  11900 Biscayne Blvd., Miami, Florida 33181
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                    (Address of principal executive offices)

                                  305-503-8600
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                                   (Telephone)





ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On February 28 2005, the Company issued 550,290 shares of its common stock to
DDM Consulting, Inc. Innovative Marketing Strategies, Inc., which the Company
acquired in January 2005, was indebted to DDM Consulting, Inc for consulting
fees. The amount of this indebtedness was deducted from the purchase price
otherwise payable at closing. The Company agreed to pay one half of the
indebtedness in shares of common stock.

On February 28, 2005, the Company entered into an Amendment and Waiver of its
arrangements with Laurus Master Fund, LTD. The Amendment and Waiver provided for
(i) the release of $ 935,000 in a restricted cash account constituting part of
an original loan to the Company in May 2003 and (ii) the waiver of certain past
and future payments of liquidated damages arising because a registration
statement covering certain securities owned by Laurus had not been declared
effective by the Securities & Exchange Commission as of September 2004. In
connection with the Amendment and Waiver the Company issued a seven year warrant
to Laurus to purchase 1,900,000 shares of the common stock of the Company with
an exercise price of $2.15 per share.

The securities issued have not been registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act. The securities were issued under an exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933, to persons
who represented that they were accredited investors and without any general
advertisement or solicitation. All of the securities issued or issuable therein
have or will contain an appropriate restrictive legend.




                                    SIGNATURE

         Pursuant to the requirements of the Signature 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: March 4, 2005


                                                         EPIXTAR CORP.
                                                         (Registrant)



                                                         By: /s/Ilene Kaminsky
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                                                                 Ilene Kaminsky,
                                                         Chief Executive Officer