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~~December 1729, 2005

CRYSTALIX GROUP INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

0-29781

(Commission

File Number)

65-0142472

(IRS Employer

Identification No.)

1181 Grier Drive, Suite B, Las Vegas, Nevada 89119

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (702) 740-4616

~~5275~~Not ~~South Arville Street, Suite B-116, Las Vegas, Nevada 89118~~applicable

(Former name or former address, if changed since last report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.01 ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement

As of ~~August~~December 1729, 2005, Crystalix Group International, Inc. (“Crystalix”) ~~executed~~entered ~~and~~into ~~delivered~~an toAsset ~~Laser~~Purchase ~~Design~~Agreement ~~International,~~with ~~LLC~~U.C. Laser Ltd., ain ~~California~~which ~~limited~~Crystalix ~~liability~~agreed ~~company~~to ~~(“LDI”),~~purchase ~~and~~all of the ~~members~~assets of ~~LDI~~U.C. ~~(LDI~~Laser ~~and~~used in connection with the ~~members~~manufacturing, ~~being~~distribution ~~collectively~~and ~~referred~~marketing toof asits ~~the~~decorative ~~“Sellers”),~~images aand ~~Membership~~products. The ~~Interest~~assets ~~Purchase~~to ~~Agreement~~be ~~(the~~acquired ~~“Purchase~~include ~~Agreement”)~~U.C. Laser’s subsidiaries, ~~which~~U.C. isLaser, ~~filed~~Inc. ~~hereto~~and asCIC ~~Exhibit~~Laser 10Technologies Ltd.1, ~~with~~as ~~portions~~well ~~omitted~~as ~~and~~U.C. ~~filed~~Laser’s ~~separately~~worldwide, ~~with~~exclusive ~~the~~license ~~Securities~~to ~~and~~use ~~Exchange~~the ~~Commission~~colored ~~pursuant~~glass totechnology aowned ~~request~~by ~~for~~Laser ~~confidential~~Glass ~~treatment~~Ltd.

~~Under~~In ~~the~~consideration ~~terms~~for of the ~~Purchase~~purchased ~~Agreement~~assets, Crystalix ~~has~~will ~~acquired~~assume ~~51%~~the ofliabilities arising from or related to the ~~membership~~purchased ~~interests~~assets and issue a number of ~~LDI~~shares byof ~~agreeing~~Class B Preferred Stock of Crystalix as will collectively have voting rights equal to ~~pay~~45% ~~the~~of ~~purchase~~all ~~price~~voting inrights ~~installments~~of ~~through~~all ~~April~~Crystalix 8capital stock outstanding immediately after the closing, ~~2007~~determined on a fully diluted basis. ~~Should~~The ~~Crystalix~~shares ~~default~~to inbe ~~making~~issued to U.C. Laser will be convertible into a ~~requirement~~total ~~payment~~number of shares of Crystalix common stock as would, ~~the~~immediately ~~Sellers~~after ~~have~~such ~~the~~conversion, ~~option~~represent 45% of ~~terminating~~all ~~the~~shares ~~Purchase~~of ~~Agreement~~capital stock of Crystalix then outstanding on a fully diluted basis. InTwenty percent of the ~~event~~shares to be issued to U.C. Laser will be placed into escrow to satisfy any obligations of aU.C. ~~termination,~~Laser to indemnify Crystalix ~~would~~for ~~forfeit~~losses ~~its~~arising ~~51%~~from ~~membership~~(1) ~~interest~~a ~~and~~material breach by U.C. Laser of any representation, warranty, covenant, restriction, or agreement made in the ~~Sellers~~Asset ~~would~~Purchase ~~not~~Agreement beor ~~obligated~~(2) tofraud ~~return~~or ~~any~~an ofintentional misstatement by U.C. Laser. The escrow period shall terminate 90 days after the ~~funds~~closing ~~already~~of ~~received~~the transaction.

~~The~~Crystalix ~~Sellers~~has ~~have~~agreed ~~offered~~that aits ~~right~~board of ~~first~~directors, ~~refusal~~upon on the ~~sale~~completion of ~~any~~this oftransaction, ~~the~~shall ~~remaining~~consist ~~49%~~of ~~membership~~five ~~interests~~members, ~~during the~~ two~~-year~~ ~~period~~of ~~commencing~~whom onshall ~~April~~be 8,Marshall ~~2005~~D. Butler and ~~ending~~Zvi ~~April 8, 2007~~Dinstein.

Crystalix’s laser engraving system is derived in large part from patents held by others. LDI had exclusive license rights to a family of patents, which govern subsurface decorative laser marking in crystal, glass, and other clear materials. These patents were first filed in 1991 and have been issued in the US and numerous other countries. LDI purchased the actual patents in February 2003, as opposed to having had only the exclusive rights to those patents previously. In addition, ~~LDI~~Crystalix has ~~another~~agreed USto ~~patent,~~change ~~which~~its ~~improves~~name ~~on the original claims and more specifically applies them~~ to ~~the~~Seaena, ~~use of the process for manufacture of decorative crystal and glass giftware~~Inc. ~~These~~ ~~patents~~following ~~cover both~~ the ~~process~~closing of ~~manufacturing~~this ~~laser-etched crystal giftware, as well as the manufacturing machine and finished giftware products themselves~~transaction.

InThe ~~1995~~closing ~~and 1997, LDI issued a license for these patent rights and the underlying technology to Janesville Group, Ltd.~~ of ~~Janesville,~~this ~~Wisconsin~~transaction, which is ~~now~~subject a part of Norwood Promotional Products, Inc., based in Austin, Texas. These licenses granted certain exclusive rights for manufacture of corporate giftware in North and South America. This license was later modified to ~~give~~several ~~Norwood Promotional Products non-exclusive rights worldwide in addition to its exclusive rights in the Americas. Norwood Promotional Products~~conditions, ~~Inc. markets 20 product lines with over 6,000 products through promotional product distributors, and~~ is ~~believed~~expected to betake ~~the~~place ~~world’s~~on ~~largest~~or ~~supplier~~before ofJanuary ~~promotional~~31, ~~products~~2006.

InItem ~~February 1999, LDI and the Janesville Group, Ltd~~3.02 ~~granted~~Unregistered ~~Lazer-Tek~~Sales ~~Designs Ltd, now a subsidiary~~ of ~~Crystalix,~~Equity ~~non-exclusive patent license rights for the manufacture and sale of decorative products for both corporate and retail markets worldwide.~~ Securities

InReference ~~October~~is ~~2001,~~made ~~LDI~~to ~~and Norwood granted Crystalix USA non-exclusive non-transferable worldwide patent license rights for~~ the ~~manufacture~~disclosure ~~and sale of decorative products~~ in ~~the~~Item 1.01 above.

giftware market segments, the wearable jewelry and gemstone material market segments, and the flat glass and architectural glass market segments. LDI also granted Crystalix a non-exclusive non-transferable license to manufacture, use, sell and lease laser subsurface engraving machines to LDI subsurface engraving licensees. These licenses granted by LDI were subject to the limitation that Crystalix’s activities could not conflict with the exclusive rights granted to Norwood Promotional Products unless Norwood Promotional Products expressly agreed in writing to allow the activity and Norwood granted its approval except for corporate giftware sales in the United States.

Effective October 1, 2003, Crystalix entered into an amended and restated patent license agreement with LDI and Norwood, which superseded the February 1999 and October 2001 agreements described above. LDI granted Crystalix a non-exclusive, non-transferable, royalty-bearing sub-license to make, use, offer for sale, and sell decorative products using the technology other than in the United States for a royalty of no more than $3.00 per image for facial imaging product. Norwood granted Crystalix a non-exclusive, non-transferable (other than reseller licenses to permitted resellers), revocable and royalty-bearing sub-license for the United States in the retail market segment. Norwood also granted Lazer-Tek a non-exclusive, non-transferable (other than reseller licenses to permitted resellers), revocable and royalty-bearing sub-license for the United States in the retail and corporate market segment. All applications for a permitted reseller license must be approved by Norwood. Crystalix is required to pay Norwood royalty payments based on a percentage of 10% of net sales in the United States in the retail market and, for Lazer-Tek, corporate market segments on a quarterly basis.

While this acquisition does not affect the amended and restated patent license agreement described in the preceding paragraph, it gives Crystalix indirectly the ability to strengthen its market position in the industry. As described above, Norwood has the exclusive patent rights for manufacture of corporate giftware in the United States. Norwood cannot grant sublicenses without the approval of LDI. Accordingly, management of Crystalix views the acquisition of 51% interest in LDI as a long-term investment in its future.

Item 9.01

Financial Statements and Exhibits

Exhibits:

Regulation S-B Number	Document
10.1	Membership Interest Purchase Agreement dated as of April 8, 2005, between Crystalix Group International, Inc., Laser Design International, LLC, and members of Laser Design International, LLC*
2.1	Asset Purchase Agreement by and between U.C. Laser Ltd. and Crystalix Group International, Inc. dated as of December 29, 2005
99.1	News release dated January 5, 2006

*Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.2

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.

CRYSTALIX GROUP INTERNATIONAL, INC. ~~August~~January 235, ~~2005~~2006 By: _/s/ ~~Douglas~~Doug E. Lee ~~________~~Doug ~~Douglas~~ E. Lee, President

Filing Compare · SEAENA INC.