8-K

                                  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): October 12, 2000
                              (September 27, 2000)


                                  IEXALT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                                                            75-1667097
          NEVADA                   00-09322                (IRS EMPLOYER
 (STATE OF INCORPORATION)  (COMMISSION FILE NUMBER)     IDENTIFICATION NO.)



                                  4301 WINDFERN
                              HOUSTON, TEXAS 77041
   (ADDRESS OF REGISTRANT"S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                 (281) 600-4000
              (REGISTRANT"S TELEPHONE NUMBER, INCLUDING AREA CODE)


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

      On September 27, 2000, iExalt, Inc., a Nevada corporation (the "Company"),
entered into an agreement with iExalt Financial Services, Inc., a Texas
corporation (the "Buyer"), to sell to the Buyer all of the issued and
outstanding stock of First Choice Marketing, Inc., d/b/a iExaltFamily.com,
("First Choice") a wholly-owned subsidiary of the Company. The Buyer is owned by
Tom Dahl, a former member of the Board of Directors of the Company and President
of First Choice, who had resigned from the Company's Board of Directors on
September 22, 2000. The Company has no ownership in the Buyer, and the Buyer has
agreed to change its operating name within 180 days. First Choice is engaged in
marketing discounted products, services and benefit plans to its members. The
primary assets on the books of the Company related to First Choice are goodwill
and other intangible assets. Under the principal terms of the disposition, the
Company agrees to pay up to $18,000 of outstanding payables of First Choice, to
pay the payroll costs of First Choice through September 27th, to make additional
contingent payments of up to $75,000 by December 1, 2000, and to issue 25,000
shares of the Company's restricted, unregistered common stock to an employee of
First Choice for services previously rendered. First Choice has generated little
revenue and a negative cash flow since its acquisition in December 1999 and was
projected to continue to require a net investment by the Company before the
possibility of generating positive cash flow late in fiscal year 2001. The
disposition was made as a part of a plan to improve current cash flow and
re-focus the Company on its core activities. The consideration involved in the
transaction was based on arms-length negotiation among the parties.

      Two other dispositions in unrelated businesses have been made by the
Company as a part of its plan to improve cash flow and re-focus its activities.
Neither disposition constitutes ten percent of the Company's total assets. On
September 27, 2000, the Company entered into an agreement to sell the principal
assets of nXp Technologies, Inc. ("nXp") and the related filtering technology
assets owned by the Company. nXp is a wholly-owned subsidiary of the Company,
engaged in developing filtering software, firewall applications and server-based
software to allow organizations to manage their Internet access. The Company
retains the right to use the technology and to market it as a Christian brand to
the Christian community. On September 21, 2000, the Company agreed to terminate
its Funding Agreement, Management Agreement and preliminary Letter of Intent
relating to the acquisition of an e-commerce company. Both activities had been
projected to require a continuing investment by the Company before there was a
possibility of generating positive cash flow.

       A copy of the press release issued by the Company relating to the
divestitures is attached as an exhibit to this Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

          (b)     PRO FORMA FINANCIAL INFORMATION.

         As of the date of this Form 8-K, it is impracticable for the Company to
file the required pro forma financial information relating to the disposition.
The Company intends to file such information with the Securities and Exchange
Commission as soon as such pro forma financial information can reasonably be
prepared, but no later than seventy-five days after the consummation of the
disposition.

                                       2

         (c)      EXHIBITS.

         The following exhibits are filed herewith:


                  EXHIBIT NO.                         DESCRIPTION
                  -----------                         -----------

                       2.1              Stock Purchase Agreement dated September
                                        27, 2000, between iExalt, Inc. and
                                        iExalt Financial Services, Inc.
                                        (exhibits omitted).

                      99.1              Press release issued by the Company
                                        relating to the disposition of First
                                        Choice and nXp, and the termination of
                                        the acquisition Letter of Intent.


                                   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.


DATE:   October 12, 2000.                 iExalt, Inc.



                                          By: /s/ JAMES W. CARROLL
                                             ---------------------------------
                                                  James W. Carroll
                                                  VICE PRESIDENT AND
                                                  CHIEF ACCOUNTING OFFICER

                                       3

                                INDEX TO EXHIBITS

         The following exhibits are filed herewith:


                  EXHIBIT NO.                         DESCRIPTION
                  -----------                         -----------

                       2.1              Stock Purchase Agreement dated September
                                        27, 2000, between iExalt, Inc. and
                                        iExalt Financial Services, Inc.
                                        (exhibits omitted).

                      99.1              Press release issued by the Company
                                        relating to the disposition of First
                                        Choice and nXp, and the termination of
                                        the acquisition Letter of Intent.

                                        4

EX-2.1

                                                                     Exhibit 2.1

                            STOCK PURCHASE AGREEMENT

      IEXALT FINANCIAL SERVICES, INC., a Texas corporation, herein called
"Buyer," and IEXALT, INC., A NEVADA CORPORATION, herein called "Seller," hereby
agree as follows:

                       ARTICLE 1. STOCK PURCHASE AND SALE

      1.01. Stock Being Purchased. Seller shall sell to Buyer and Buyer shall
purchase from Seller on the terms specified in this Agreement 100% of the issued
and outstanding common stock (the "Stock") of First Choice Marketing, Inc.,
d/b/a iExalt Family.com (the "Company") a wholly owned subsidiary of iExalt,
Inc. In addition,

      (a) Tom Dahl, Rick Fidler, Mike Murphy and Lindsey Byrum, shall sign a
release and waiver of claim as to any right, claim or cause of action of any
kind against the seller in the form attached hereto as Exhibit A.

      (b) Buyer shall retain the right to use the name iExaltFamily for a period
of 180 days following the closing of this transaction after which time the Buyer
shall not use any name, trade name or intellectual property owned by the Seller
at the time of this transaction. Should the Buyer need additional time to change
the operating name of Buyer's entity, Buyer and Seller will negotiate in good
faith for an extension of time not to exceed ninety (90) days.

      1.02. Purchase Price. Buyer shall pay to Seller on Closing (as hereinafter
defined) the sum of $10.00 and other good and valuable consideration in cash in
lawful money of the United States.

      1.02a. Seller's Payments to Buyer. Seller shall pay up to $18,000 in
current payables as listed on "Schedule 1.02(a)" of the Company that were
incurred on or before the date of Closing. In addition, Seller will pay to the
Company the amount due for payroll through the day of Closing. If Seller
acquires capital for equity in excess of $250,000 between the date of the
execution of this Agreement and September 30, 2000, then Seller will pay Buyer
an additional $25,000 on October 1, 2000. In addition, if Seller acquires
capital for equity of $500,000 or more between October 1 and October 31, 2000,
then Seller will pay Buyer an additional $25,000 on November 1, 2000. In
addition, if Seller acquires capital for equity in excess of $1,000,000 between
November 1 and November 30, 2000, then Seller will pay Buyer an additional
$25,000 on December 1, 2000. The total payments potentially available under this
Paragraph equal $93,000.

      1.02b. In addition, Rick Fidler shall be issued twenty-five thousand
shares of restricted, unregistered stock in iExalt, Inc. for services previously
rendered to the Seller.

      1.03. Closing. The sale and purchase described in this Agreement shall be
consummated on or before September 27, 2000 ("Closing" or "Closing Date"). Such
Closing shall take place at 9:00 a.m. on September 27, 2000, or such other date
specified by the parties, at the offices of iExalt, Inc.

                                       5

               ARTICLE 2. REPRESENTATIONS AND WARRANTIES BY SELLER

      2.01. Title. Seller has good and marketable title to the Stock. Seller's
title to the Stock is free and clear of any liens, encumbrances, or other
defects, and the Stock will be delivered as soon as reasonable possible after
the Closing executed stock powers free and clear of any liens, encumbrances or
other defects. Seller represents and warrants that it claims no interest to
iExalt Financial Services, Inc. other than title to, ownership of and all rights
to the name iExalt.

      2.02. Authority to Sell. Seller has complied with all the requirements of
any applicable law of the State of Nevada relative to the sale of the Stock and
that prior to Closing, all of the consents and approvals that may be required by
law or by agreements to which Seller may be a party will be obtained.

      2.03. Financial Statements. Seller has provided to Buyer Seller's and the
Company's financial statements for the fiscal quarter ending May 31, 2000. Such
financial statements are correct, complete, and prepared in accordance with
generally accepted accounting principles.

      2.04. Liabilities. Except for the liabilities set forth on Schedule
1.02(a) and the payroll obligation through the Closing Date, Seller does not
assume any current liability of the Company by or through this transaction. Any
debt, account or monies currently owed to Seller by Buyer or the Company are
extinguished by and though this Agreement and inter-company debt shall be
reclassified to capital, effective immediately prior to Closing. Seller hereby
releases and cancels any rights to acquire Buyer, its stock or assets.

      2.05. Defaults and Violations. The purchase and sale to be consummated
pursuant to this Agreement will not create or cause a default or material
violation of any contract, agreement, lease or other instrument to which Seller
may be a party.

      2.06. Taxes. All Federal, state and local tax returns and payments that
have become due from Seller to the date of this Agreement have been timely filed
and timely paid by it including any returns or taxes due for (1) state or
federal income or franchise tax, (2) personal or real property tax levied on any
of the assets, (3) sales tax, or (4) other tax. All tax returns and payments for
the above taxes, which become due for periods prior to the Closing Date shall be
timely filed and paid by Seller. All Federal, state and local tax returns and
payments for periods after the Closing Date shall be the sole responsibility of
the Company.

      2.07. Litigation. There is no litigation pending against Seller of which
it or its officers are aware that will, might, or could affect consummation of
the purchase and sale described in this Agreement, and Seller is not aware of
any threatened litigation which may affect the consummation of the purchase and
sale described in this Agreement.

      2.08. Survival of Warranties. Seller agrees that all warranties made by it
in this Agreement shall survive the Closing.

                                       6

                         ARTICLE 3. WARRANTIES OF BUYER

      Buyer represents and warrants as follows:

      3.01. Due Organization. Buyer is a corporation duly organized and existing
under the Texas Business Corporation Act and that its power as a corporation has
never been and is not now suspended.

      3.02. Authority to Buy. This Agreement has been approved by Buyer's Board
of Directors, and Buyer has full power and authority to both execute and perform
this Agreement.


                        ARTICLE 4. OPERATION OF BUSINESS

      4.01. Seller to Continue Business. Seller shall cause the Company to
continue to operate its business in the normal course until the Closing.


                  ARTICLE 5. CONDITIONS TO BUYER'S PERFORMANCE

      Absent a waiver in writing, all obligations of Buyer under this Agreement
are subject to satisfaction of the following conditions on or before the Closing
Date:

      5.01. Performance by Seller. Seller shall have performed, satisfied and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it, on or before the Closing Date.

      5.02. Representations and Warranties True as of the Closing Date. Except
as otherwise permitted by this Agreement, all representations and warranties by
Seller in this Agreement shall be true on and as of the Closing Date as though
made at that time.

      5.03. Third Party Consents. All consents and approvals required to be
given by third parties shall have been obtained and Buyer shall have been
furnished with appropriate evidence reasonably satisfactory to it and its
counsel of the granting of such consents and approvals.

      5.04. No Undisclosed Material Adverse Change. During the period from the
date of the most recent financial statement set forth in Exhibit A to the
Closing Date there shall not have been any undisclosed material adverse change
in the financial condition or results of operations of the Company, and the
Company shall have not sustained any material loss or damage to its assets,
whether or not insured, that materially affect its ability to conduct a material
part of its business.

      5.05. Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement, or to its consummation, shall have been
instituted or threatened on or before the Closing Date.

                                       7

      5.06. Corporate Approvals. The board of directors of Seller and to the
extent required, the shareholders of Seller, shall have duly authorized and
approved the execution and delivery of this Agreement and all corporate action
necessary or proper to fulfill Seller's obligations hereunder on or before the
Closing Date.

                  ARTICLE 6. CONDITIONS OF SELLER'S PERFORMANCE

      Absent a waiver in writing, all obligations of Seller hereunder are
subject to the satisfaction of the following conditions on or before the Closing
Date:

      6.01. Representations and Warranties True as of the Closing Date. All
representations and warranties of Buyer contained in this Agreement shall be
true on and as of the Closing Date as though such representations and warranties
were made on and as of that date.

      6.02. Performance By Buyer. Buyer shall have performed and complied with
all covenants and agreements and satisfied all conditions required by this
Agreement to be performed by Buyer on or before the Closing Date.

      6.03. Corporate Approvals. The board of directors of Buyer, and to the
extent required the shareholders of Buyer shall have duly authorized and
approved the execution and delivery of this Agreement and all corporate action
necessary or proper to fulfill Buyer's obligations hereunder on or before the
Closing Date and shall have been provided to the Seller.

      6.04. Buyer shall provide all financial records, documents and resources
necessary for the completion of all audits, analysis and reports required to be
prepared by the Seller either now or in the future in a prompt and timely
manner. Failure to comply with this provision shall constitute a material breach
of this Agreement.

                              ARTICLE 7. COVENANTS

      7.01. Conduct of Business. From the date of this Agreement to the Closing,
Seller shall operate the business and shall provide operating funds not to
exceed Eighteen Thousand Dollars, ($18,000) for the payment of all payables of
the Company as set forth in Paragraph 1.02, shall maintain in effect all
governmental permits and approvals necessary for the operation of the business
as it is now being conducted, and shall maintain the relationships with all
persons and entities with whom the Company currently is doing business.

      7.02. Buyer's Investigation. Seller shall make available to Buyer at all
reasonable times all books and records of the business and such other items as
may be from time to time requested by Buyer.

      7.03. Relinquishment of Name. Within 180 days of the Closing, the Company
shall cease using the name "iExalt" or "iExaltFamily" by all appropriate acts
and filings as may be required with various state and local authorities. Buyer
acknowledges that the Company shall have no rights with respect to the use and
exploitation of the name "iExalt" after such date.

                                       8

                         ARTICLE 8. INDEMNITY AGREEMENT

      8.01. Buyer's Indemnity. Except as otherwise expressly provided in this
Agreement or any attachment to this Agreement, Buyer shall indemnify and hold
Seller harmless from any and all claims, liability, loss, damage, or expense
resulting from Seller's ownership the Company or Seller's operation of the
assets, including any claim, liability, loss or damage arising by reason of the
injury to or death of any person or persons, or the damage of any property or
the defective design, delivery or manufacture by Seller of any product or
service. Provided, however, Buyer shall incur no liability under this section
until and unless the aggregate amount of any and all claims, liability, loss,
damage, or expense equals or exceeds $7,500.

      8.02. Seller's Indemnity. Except as otherwise provided in this Agreement
or any attachment to this Agreement, Seller shall indemnify and hold Buyer free
and harmless from any and all claims, liabilities, loss, damage, or expense
resulting from Seller's acts or omissions to act after the Closing Date as they
relate to the liabilities assumed by Seller pursuant to this Agreement.

                     ARTICLE 8. TERMINATION DEFAULT REMEDIES

      8.01. Termination. If either Buyer or Seller materially defaults in the
due and timely performance of any of its warranties, covenants or agreements or
in the event of the failure to satisfy or fulfill any of the conditions, the
non-defaulting party may on the Closing Date give notice of termination. The
notice shall specify the default or defaults upon which the notice is based. The
termination shall be effective five days after the date of notice, unless the
specified default or defaults have been cured on or before the effective date of
the termination.

      8.02. Litigation Costs. If any legal action or other proceeding is brought
for the enforcement of this Agreement or to remedy its breach, the prevailing
party in such action or proceeding shall be entitled to recover its actual
attorney's fees and other costs incurred in the action or proceeding, in
addition to such other relief to which it may be entitled.


                            ARTICLE 9. MISCELLANEOUS

      9.01. Entire Agreement. This instrument with its attachments constitutes
the entire agreement between Buyer and Seller respecting the Stock to Buyer by
Seller, and any agreement or representation respecting the sale of the Stock by
Seller to Buyer not expressly set forth in this instrument is null and void.

      9.02. Notices. Any and all notices or other communications required or
permitted by this Agreement or by law to be served on or given to either party
hereto, Buyer or Seller, by the other party hereto shall be, unless otherwise
required by law, in writing and deemed duly served and given when personally
delivered to the party to whom directed or any of its officers or, in lieu of
such personal service, when deposited in the United States mail, first-class
postage prepaid, addressed to Buyer at First Choice Marketing, Inc., 12811
Earlywood, Cypress Texas 77429, or to Seller at 4301 Windfern, Houston, Texas
77057.

                                       9

      9.03. Assignment. Neither this Agreement nor any right or interest in it
may be assigned by either party to any other person or corporation without the
express written consent of the other party to this Agreement.

      9.04. Governing Law. This Agreement shall be governed and all rights and
liabilities under it determined in accordance with the laws of the State of
Texas.

      9.05. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute but one Agreement.

      9.06. Expenses. Each party shall pay all costs and expenses incurred by it
in negotiating and preparing this Agreement and in closing and carrying out the
transactions contemplated herein and hereby.

      9.07. Further Assurances. The parties agree that at any time and from time
to time after the Closing Date, they will execute and deliver to any other party
such further instruments or documents as may be reasonably required to give
effect to the transactions contemplated hereunder.

      EXECUTED on this the 27th day of September, 2000, at Houston, Texas.

      BUYER: iExalt Financial Services, Inc.


      By: /s/ TOM DAHL
          -------------------------------------
              Tom Dahl, President


      SELLER: iExalt, Inc.
              Shareholder


      By: /s/ DONALD SAPAUGH
          -------------------------------------
              Donald Sapaugh, Chairman and
              Chief Executive Officer

                                       10

EX-99.1

                                                                    Exhibit 99.1

             IEXALT, INC. ANNOUNCES CORPORATE RESTRUCTURING PROGRAM
               THAT WILL RESULT IN ANNUAL SAVINGS OF $2.5 MILLION

             REDUCES CORPORATE OVERHEAD AND DIVESTS TWO SUBSIDIARIES

HOUSTON (October 3, 2000)--iExalt, Inc. (OTC BB: IXLT), a Christian product and
services company with significant Internet-related activities, announced today a
corporate restructuring that will result in annual savings of more than $2.5
million. The majority of the savings are from the termination of a management
agreement executed pursuant to an acquisition, corporate overhead reductions and
the divestiture of two operating subsidiaries.

"Since iExalt began operating as a public company in September 1999, our
annualized revenue run rate has almost doubled each quarter," said Donald W.
Sapaugh, iExalt's chairman and chief executive officer. "Now is the appropriate
time to implement our restructuring program in order to better manage the
business, focus on our core market and reduce costs. Importantly, the
implementation will not affect our annual revenue, but will reduce expenses by
more than $2.5 million annually."

The first part of the plan involved the termination of a management agreement
that was executed pursuant to an acquisition. The potential acquisition had
consumed more than $400,000 in investment without significant revenues.
Additional savings come from reductions in corporate overhead, such as research
and development for products unrelated to the core business of iExalt.

The plan also included the divestiture of two operating subsidiaries, nXp
Technologies and iExaltFamily.com. nXp Technologies develops filtering software,
firewall applications and business-to-business, server-based software that
allows organizations to manage employees' access to specific Internet sites. The
assets of this division have been sold, although iExalt retains the source code
and intellectual property that relates to the Christian community.
iExaltFamily.com is a service company that sells benefit plans and offers its
members quality products and services at discounted prices. These divestitures
will save in excess of $150,000 per month in net costs and will allow the
company to redirect its capital investments to business units that more directly
contribute to the mission of iExalt.

"In the two weeks since I assumed leadership of this company, we have
significantly reduced costs by implementing this restructuring program, and we
completed the first tranche of a capital formation program," Sapaugh added. "The
completion of these strategic initiatives will allow us to focus on the core
business of providing a range of product, services and Internet solutions to the
Christian community. However, this is just the beginning as we continue to
implement our plan of streamlining the organization and positioning the company
for new growth, both in revenues and earnings."

                                     (more)

                                       11

Headquartered in Houston, iExalt, Inc. was formed to provide products and
services for families, businesses and the Christian community. iExalt's family
of companies includes ISP filtering and monitoring software at WWW.IEXALT.NET;
CHRISTIAN HAPPENINGS, a Christian events magazine; CHRISTIAN TIMES newspapers;
ChristianSpeakers.com, the nation's leading Christian speakers bureau; iExalt
Electronic Publishing, a digital content library; LIFE PERSPECTIVES, a
nationally recognized daily radio program; and PremierCare, healthcare
management services for senior adults. For more information about the company,
visit WWW.IEXALT.COM.

THE STATEMENTS CONTAINED IN THIS NEWS RELEASE THAT ARE NOT HISTORICAL FACT ARE
"FORWARD-LOOKING STATEMENTS" WHICH CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL,"
"SHOULD," OR "ANTICIPATES," OR BY DISCUSSIONS OF STRATEGY THAT INVOLVES RISK AND
UNCERTAINTY. MANAGEMENT CAUTIONS THE READER THAT THESE FORWARD-LOOKING
STATEMENTS, INCLUDING THE DISCUSSIONS OF THE COMPANY'S GROWTH, OPERATING
STRATEGIES AND EXPECTATIONS CONCERNING MARKET POSITION, FUTURE OPERATIONS,
MARGINS, REVENUE, PROFITABILITY, HISTORICAL FACTS, ARE ONLY PREDICTIONS. THERE
CAN BE NO ASSURANCE THAT ANY OF THESE EXPECTATIONS WILL BE REALIZED OR THAT ANY
OF THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN WILL PROVE TO BE ACCURATE.

INVESTOR CONTACT:                  MEDIA CONTACT:
      SHARON KIMMEL                    DON KING
      IEXALT, INC.                     BATES CHURCHILL INVESTOR RELATIONS
      281-600-4000                     713-267-7280
      SKIMMEL@IEXALT.NET

                                       12