UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~ WASHINGTON D.C. 20549

FORM 8-K CURRENT REPORT

~~CURRENT~~ PURSUANT ~~REPORT~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant to~~Date ~~Section~~of 13Report ~~or 15~~(d)Date of earliest ~~the~~event reported September 10, 2002)

~~Securities~~ ~~Exchange~~SATX, ~~Act~~INC. (Exact name of ~~1934~~registrant as specified in its charter)

Date of Report (Date of earliest event reported): June 4, 2002

Nevada (State of other jurisdiction of incorporation)	000-29755 (Classification Code Number)	87-0293479 (IRS Employer Identification No.)

2424 N. Federal Highway, Suite 160 Boca Raton, FL (Address of principal executive offices)		33431 (Zip Code)
		33431 (Zip Code)

~~SATX,~~561-417-2988 ~~INC.~~Registrant’s telephone number, including area code

N/A (~~Exact~~Former name ofor ~~registrant as~~former ~~specified~~address, inif ~~its~~changed since ~~charter~~last report)

NEVADA	000-29755	87-0293479
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
2424 N. Federal Highway, Suite 160
Boca Raton, Florida		33431
(Address of principal executive offices)		(ZIP Code)

(561) 417-2988

(Registrant’s Telephone Number, Including Area Code)

8302 Dunwoody Place, Suite 270, Atlanta, Georgia 30350

(Former Name or Former Address, if Changed Since Last Report)

ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

Lilly Beter Capital Group, Ltd., the registrant’s private Investment Banking Group acquired the voting rights to approximately thirty seven million (37,000,000) shares of SATX, Inc. common stock from Kosti Shirvanian, John Hartunian and their friends and family. Lilly Beter Capital Group, Ltd. also has the right to acquire from SATX, Inc. approximately eighty-eight million (88,000,000) shares of unregistered common stock at one cent (0.001) per share, and two hundred fifty million (250,000,000) unregistered shares of preferred stock at one cent (0.001) per share. The board of directors is comprised of Garry McHenry, President, Celso B. Suarez, Jr., and Khoren Shaginian. The board will be expanded after the Chapter 11 Bankruptcy reorganization has been completed.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

~~(a)~~ On ~~March~~ March 22, 2002 SATX, Inc. filed a ~~voluntary~~chapter 11 petition for relief under ~~Chapter~~the 11United States Bankruptcy Code. On October 28, 2002 the ~~Title~~Bankruptcy 11Court ~~United~~signed ~~States~~an ~~Code~~order inapproving ~~the~~SATX’s UFirst Amended Disclosure Statement.S The hearing date for approval of SATX’s Plan of Reorganization was set for November 25, 2002. ~~Bankruptcy~~The ~~Court~~deadline for submitting objections to the ~~Southern~~Plan ~~District~~is ofNovember ~~Texas~~18, ~~Case No~~2002. ~~02-20829-C-11.~~The ~~SATX~~deadline for all ballots to be timely submitted is November 18, ~~Inc~~2002. isThe aballots ~~Debtor~~must inbe ~~Possession~~received no later than the close of ~~and~~business ~~subject~~November to18, 2002 at the ~~general~~following ~~supervision~~address. ofJesse ~~the~~Blanco, UP.SO. ~~Trustee’s~~Box 680875 ~~office~~San Antonio, Texas 78268.

~~(b)~~ITEM A4. ~~plan~~CHANGE ~~of reorganization~~IN ~~will~~THE beREGISTRANT’S ~~filed~~CERTIFYING ~~within the time frames provided by Bankruptcy Law.~~ACCOUNTANT

~~ITEM~~Effective 6as of September 9, 2002, SATX, Inc. ~~RESIGNATIONS~~(the OF“Company”) ~~REGISTRANT~~as a result of the recent merger of several of the Partners of Grassi & Co., CPA’Ss ~~DIRECTORS~~P.C. into Marcum & Kliegman, LLP, dismissed Grassi & Co., CPA’s P.C. and engaged Marcum & Kliegman, LLP as its independent accountant. The decision to change accountants was approved by the Board of Directors of the Company.

OnDuring ~~December~~the period from 27June 1, 2001 ~~Terry~~through ~~Colbert~~September 9, ~~President~~2002, ~~Chairman~~there ~~and~~were ~~CEO~~no ~~submitted~~disagreements awith ~~letter~~Grassi & Co., CPA’s, P.C. on any matter of accounting principles or practices and ~~resignation.~~financial Onstatement ~~February~~disclosure, 12which disagreements, ~~2002~~if ~~Lilly~~not ~~Beter~~resolved to the satisfaction of Grassi & Co., ~~Kosti~~CPA’s, ~~Shirvanian~~P.C., ~~and~~would ~~John~~have caused Grassi & ~~Hartunian~~Co., ~~resigned~~CPA’s, P.C. to make reference thereto in their ~~positions~~report ason ~~directors~~the financial statements for such years. Grassi & Co., CPA’s P.C. did not audit the financial statements for the Company year ended December 31, 2001

During the period from June 1, 2001 through September 9,2002 there were no reportable events (as defined in Regulation S-B Item 304(a)(1)(iv)).

During the period from June 1, 2001 through September 9, 2002, the Company nor anyone on its behalf, has consulted with Marcum & Kliegman, LLP regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements: or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(2)(i) and (ii) of regulation S-B and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1) (iv) of Regulation S-B.

The Company provided Grassi & Co., CPA’s, P.C. with a copy of the disclosure made under this Item 4 of Form 8-K and has requested that Grassi & Co., CPA’s, P.C. furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated September 10, 2002 is filed as Exhibit 17 to this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

~~SATX, Inc. is~~ inThe ~~violation~~following ofdocuments ~~SEC~~are ~~requirements~~provided ~~for~~as ~~not~~Exhibits ~~timely~~to ~~filing~~this ~~a 10-KSB with audited financial statements for December 31, 2001, and a 10-QSB for March 31, 2002. Registrant cannot file the financial statements required by the~~ Form ~~10-KSB and~~ 108-QSB because Total Telephone Concepts, Inc., a wholly owned subsidiary of registrant, has not complied with several requests for production of all financial books and records for the year 2001. This noncompliance by Total Telephone Concepts, Inc. continues into 2002 and has prevented completion of the December 31, 2001 10-KSB and subsequent 10-QSB for the period ending March 31, 2002. This issue has been discussed with the SEC. Jesse Blanco, registrant’s bankruptcy counsel, filed a Motion to Compel Turnover of Total Telephone Concepts, Inc.’s records.K/A:

The following documents are provided as Exhibits to this Form 8-K:

EXHIBIT NO.		DOCUMENT DESCRIPTION
17		~~Resignation~~Letter ~~letter~~dated toSeptember ~~the~~10, ~~SATX~~2002, ~~Inc.~~from ~~Board~~Grassi of& ~~Directors~~Co. ~~from~~CPA’s, ~~Terry~~P.C. ~~Colbert,~~to ~~President~~the Securities and ~~Chief~~Exchange ~~Executive~~Commission ~~Officer,~~regarding ~~dated~~change ~~December~~in ~~27,~~certifying ~~2001~~accountants.

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 ~~duly~~ authorized.

SATX, INC.

Date: November 12, 2002	SATX, Inc.

	By: /S/ Gary McHenry
	Gary McHenry, President

June 3, 2002
EXHIBIT NO.	DOCUMENT DESCRIPTION
	By:	/s/ Garry McHenry
17	Letter dated September 10, 2002, from Grassi & Co. CPA’s, P.C. to the Securities and Exchange Commission regarding change in certifying accountants.
		Garry McHenry, President

EXHIBIT NO.		DOCUMENT DESCRIPTION
17		Resignation letter to the SATX, Inc. Board of Directors from Terry Colbert, President and Chief Executive Officer, dated December 27, 2001.

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