________________________________________________________________________________
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): April 13, 2010
eMax Worldwide, Inc.
Utah
----
(State or other jurisdiction of incorporation)
33-20394-D
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(Commission File Number)
26-3773533
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(IRS Employer Identification No.)
1512 South 1100 East, Suite B
Salt Lake City, Utah 84105
--------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:
(850) 638-3920
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eMax Holdings Corp
358 South 700 St B149
Salt Lake City, Utah 84102
--------------------------
(Former name or former address, if changed since last report.)
Current Events
UPDATES OF DIVIDENDS
Also over the past seven years the company has announced for dividends to be
issued in a separate company named Freedom Entertainment and two years in 2005
in the same company that changed their name to EntertainMax Corp. The company
has decided that those dividend shares that are being issued will be
transferable into the partly held company eMax Media Group on a one share for
one share basis. This exchange of shares in the company has a minimum value of
$1.00/share , which is an increase of one hundred percent from the first
appointed valuations of the shares to be granted and when the dividends were
first issued to be paid, Please see notes below that further outlines those
dividend event dates and particulars. Currently the company has engaged their
SEC counsel to file a proper registration to register those dividend shares owed
to the EMAX Worldwide shareholders and to complete the spin off Registration of
eMax Media Group as its own publicly trading company. Based on these new Board
of Directors decisions of the two companies respectfully, this is the main
reason for the delay in mailing certificates in those first two dividend
companies. The company is now planning a mailing and all those dividend shares
will be mailed to the shareholders without any responsibility on the shareholder
accept to make sure we have their current mailing address. If we have not
received new addresses from shareholders in the past two years we request at
this time all shareholders to please email the company at info@emaxcorp.com
their current information.
RECAP OF PREVIOUS EVENTS AND ANNOUNCED
Business of Issuer. Describe the issuer's business so a potential investor can
clearly understand it. To the extent material to an understanding of the issuer,
please also include the following:
1. the issuer's primary and secondary SIC Codes;
Primary SIC -- Industry Classification
6719 - Holding Company
8071 - Video Production
The Issuer is not a Development Stage Company. The company has been an operating
and holdings company since the inception of the company
The Issuer is not considered a Shell Company pursuant to Securities Act Rule
405;.
ON APRIL 30, 2007 Artists Innovations Corporation, a Utah company ("Artists"),
and eMax Media Group, Inc., a company partly owned by eMax Holdings Corporation,
a Delaware corporation ("eMax"), entered into a licensing Agreement for the
marketing and exploitation rights to media, and technology rights . (the
"Licensing Agreement") On May 2, 2007, the respective Boards of Directors of
Artists and eMax and the holders of a majority of the issued and outstanding
shares of common stock, $.000001 par value, approved and adopted the Licensing
Agreement. The licensing agreement from Artists Innovations for all non
exclusive marketing rights to the media, entertainment and technology rights was
for a value of and wherein there was caused to be issued an aggregate of
8,310,800 eMax MEDIA GROUP, Inc. Shares of Preferred Stock, with a stated value
of $1.00 per share of its $0.000001 par value preferred stock, and convertible
into 103,885,000 shares of common stock in eMax Holdings Corporation in exchange
for certain licensing rights more fully described in the Agreement valued at $
8,310,800 and with 103,885,000 shares of eMax Holdings Corporation; at a stated
value of a ten day average trading price of $.08 per share of common stock to be
and is being issued for the consideration of the rights
ON MAY 8, 2007 the Issuer entered into a reverse merger agreement with Gold Rush
Investment Corporation, a Utah corporation ("GoldRush"), and eMax Holdings
Corporation, a Delaware corporation ("eMax"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") providing for the acquisition of eMax by
GoldRush through the merger (the "Merger") of eMax into GoldRush. Gold Rush
Investments Corporation was filed in the state of Utah on March 26, 2007 with
100,000,000 shares of common stock authorized and with 40,000,000 shares of
Preferred Stock. On May 2, 2007, the respective Boards of Directors of GoldRush
and eMax approved and adopted the Merger and the Merger Agreement. On May 2,
2007, the holders of a majority of the issued and outstanding shares of common
stock, $.000001 par value, of eMax agreed to approve and adopt the Merger
Agreement. On May 2, 2007, the holders of a majority of the issued and
outstanding shares of common stock, $.001 par value, of GoldRush and the holders
of a majority of the shares of Gold Rush Common Stock and stock not issued by
GoldRush to eMax or any of its affiliates voting voted to approve the Merger.
The Merger was consummated and became effective as of the close of business on
June 8, 2007, when Articles of Merger of eMax with Goldrush were filed with the
Department of State of the State of Delaware and the State of Utah. As a result
of the Merger, Gold Rush Investments Corporation is the survivor of the merger,
Gold Rush Investments Corporation name was changed to eMax Worldwide, Inc. and
eMax Holdings Corporation is scheduled to be dissolved in the State of Delaware.
The effective record date of the event was scheduled for June 10, 2007, Upon
consummation of the Merger, each one share of eMax Holdings Corporation Common
Stock was converted into the right to receive share of common stock in Gold Rush
Investments Corp (par value $0.0001 per share).
ON APRIL 12, 2007, the Issuer undertook to set aside 103,885,000 restricted
shares of common stock valued at 0.08/share in respect of the acquisition of
8,310.800 shares of common stock valued at $1.00 /share of eMax Media Group,
Inc. ;and in preparation of eMax Media Group being spun off as its own publicly
trading company. These shares have been issued and are being held in trust with
the transfer agent
ON JUNE 15, 2007, the Issuer voted by Board of Directors approval to issue as
investment 100 million restricted shares of common stock, valued at $.01-
0.001/share into the partly held company eMax Media Group, Inc. These shares
have been issued and are being held in trust with the transfer agent and are
controlled by the company and under the direction of the management and Board of
Directors
ON JUNE 15, 2007, the Issuer voted by Board of Directors approval to issue as
investment 100 million restricted shares of common stock, valued at $.01-
0.001/share into the partly held company eMax Networks Group, Inc. These shares
have been issued and are being held in trust with the transfer agent and are
controlled by the company and under the direction of the management and Board of
Directors
ON JUNE 15, 2007, the Issuer voted by Board of Directors approval to issue as
investment 100 million restricted shares of common stock, valued at $.01-
0.001/share, to the partly held company eMax Technology Group, Inc. These shares
have been issued and are being held in trust with the transfer agent and are
controlled by the company and under the direction of the management and Board of
Directors
ON JUNE 15, 2007, the Issuer voted by Board of Directors approval to issue as
investment 90 million shares of restricted shares of common stock, valued at
$.01- 0.001/share into the partly held company Gold Rush Investments and for the
benefit of the Katrina Re-Development projects. These shares have been issued
and are being held in trust with the transfer agent and are controlled by the
company and under the direction of the management and Board of Directors
ON JUNE 15, 2007, the issuer set aside a total of 81,405,248 restricted shares
of common stock for the distribution of shares due to shareholders from the
record dividend date of June 15, 2007. These shares have been issued and are
being held in trust with the transfer agent for current distribution to the
issuer shareholders
ANY PENDING OR ANTICIPATED STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION,
MERGER, ACQUISITION, SPIN-OFF, OR REORGANIZATION; SEE BELOW
FIRST DIVIDEND
YEAR: 2003
Div: Spin off; One share Freedom Entertainment Inc issued for every 9 Common
shares in eMax Corporation Ex-Date: March 15, 2003
Pay Date: February 19, 2010
RECORD DATE: MARCH 18, 2003
THESE SHARES WILL NOW BE REISSUED IN THE PARTLY OWNED COMPANY EMAX MEDIA GROUP,
INC. AND WHICH IS GOING PUBLIC.
SECOND DIVIDEND
YEAR: 2005
Div: Spin off; One share of EntertainMax Inc issued for every 3 Common shares in
eMax Holdings Corporation Ex-Date: March 15, 2005
Pay Date: February 19, 2010
RECORD DATE: MARCH 18, 2005
THESE SHARES WILL NOW BE REISSUED IN THE PARTLY OWNED COMPANY EMAX MEDIA GROUP,
INC. AND WHICH IS GOING PUBLIC.
THIRD DIVIDEND
YEAR: 2007
After the acquiring the licensing rights form Artist Innovations Inc., For every
shareholder that held shares on May 15, 2007, their dividend issuance will be
one for each 1.84 common shares held, not 1 for 2, as originally announced in
May of 2007, an eight percent gain.
Div: One share eMax Holdings Corporation issued for every 1.84 Common shares
held in eMax Holdings Corp. Ex-Date: May 12, 2007
Pay Date: February 19, 2010
RECORD DATE: MAY 15, 2007
ON MAY 18, 2007, The total authorized capital was modified by increasing the
authorized shares from 100,000,000 shares of stock to 500,000,000 shares of
common stock and with a par value of $0.000001 per share.
FOURTH DIVIDEND
YEAR: 2007
On June 15, 2007 Record date for one new share in EMXC for each 3.52 shares held
in company as of record date June 15, 2007
Div: One share of eMax Worldwide, Inc. shares issued for each 3.52 Common shares
held in eMax Holdings Corporation Ex-Date: June 12, 2007
Pay Date: February 19, 2010
RECORD DATE: JUNE 15, 2007
Upon consummation of the Merger, each one share of eMax Holdings Corporation
Common Stock was converted into the right to receive share of common stock in
Gold Rush Investments Corp (par value $0.0000001 per share).
ON JULY 4, 2008, The total authorized capital was modified by increasing the
authorized shares from 500,000,000 shares of stock to 1,400,000,000 shares of
common stock and with a par value of $0.0000001 per share.
ON AUGUST 8, 2008,The company was also issued a new Cusip number at that time.
The new cusip number for EMAX Worldwide, Inc. is 29078Y 101. The company is
still awaiting Nasdaq to change the name of the company in the market and issue
a new trading symbol .
ON APRIL 6, 2009, the total authorized capital was modified by way of a reverse
stock split 1000 to one to change the number of common shares from 1,134,835,364
to 1,134,835 shares of common stock and with a par value of $0.0000001 per
share. The company was also issued a new Cusip number at that time. The new
cusip number for EMAX Worldwide, Inc. is 29078Y 20-0 was issued June 2009
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
EMAX WORLDWIDE INC.
April 13, 2010
By: /s/
Name:Roxanna Weber
Title: President
Exhibit Description
EXHIBIT 99.1 Press Release issued by Registrant, dated October 11, 2007
EXHIBIT 99.1 Press Release issued by Registrant On September 26, 20070
EXHIBIT 3.3 Articles of Amendment to EMAX Worldwide, Inc.
EXHIBIT 3.3 May 11, 2009 Letter to Jennifer A. Fainer The NASDAQ Stock Market
Dividend Department Regarding Company Name Change
EXHIBIT 3.3 April 4, 2008 Updated Revised letter to Letter to
EXHIBIT 3.3 July 31, 2007- Revised Letter to Jennifer A. Fainer The NASDAQ Stock
Market Dividend Department
EXHIBIT 3.3 July 31, 2007 Letter to Jennifer A. Fainer The NASDAQ Stock Market
Dividend Department
EXHIBIT 3.3 July 31, 2007- Revised Letter to Jennifer A. Fainer The NASDAQ Stock
Market Dividend Department
EXHIBIT 3.3 July 31, 2007 Jennifer A. Fainer The NASDAQ Stock Market Dividend
Department
EXHIBIT 3.3 June 12, 2007 Jennifer A. Fainer The NASDAQ Stock Market Dividend
Department
EXHIBIT 3.3 Letter June 1, 2007 OTC Bulletin Board Coordinator NASDAQ Market
Operations
EXHIBIT 3.3 Letter to Jennifer A. Fainer The NASDAQ Stock Market Dividend
Department
EXHIBIT 3.3
Amendment to Articles of Incorporation, dated March 19, 2009
State of Utah
DEPARTMENT OF COMMERCE
Division of Corporations & Commercial Code
Articles of Amendment to Articles of Incorporation (Profit)
Pursuant to UCA 16-10a part 10, the individual named below causes this Amendment
to the Articles of Incorporation to be delivered to the Utah Division of
Corporations for filing, and states as follows:
1. The name of the corporation is: EMAX Worldwide, Inc.
2. The date the following amendment(s) was adopted: March 19, 2009
3. If changing the corporation name, the new name of the corporation is:
4. The text of each amendment adopted (include attachment if additional space
needed):
The company announces its newly appointed Board of Directors and officers
Roxanna Weber is the President, Secretary and Chairman of the Board Dorliss
Bright is the Vice President and a Director Matthew Weber is a Director
5. If providing for an exchange, reclassification or cancellation of issued
shares, provisions for implementing the amendment if not contained in the
amendment itself:
6. No shares have been issued but directors have been elected by the board of
directors and controlling shareholders approved the appointment of directors.
7. Delayed effective date (if not to be effective upon filing) March 19, 2009
(not to exceed 90 days) Under penalties of perjury, I declare that this
Amendment of Articles of Incorporation has been examined by me and is, to the
best of my knowledge and belief, true, correct and complete.
By: _______________________________________
Title: Secretary
Dated this 19th day of March, 2009
EXHIBIT 99.1 Press Release
Press Release issued by Registrant, dated October 11, 2007
eMax Holdings Corporation Announces Updates on Dividends
eMax Holdings Corporation (PINKSHEETS: EMXC), announces today that as they are
finalizing the issuance of dividends. At this time the company is announcing
increased dividends. For every shareholder that held shares on May 15, 2007,
your dividend issuance will be one for each 1.84 common shares held, not 1 for
2, an eight percent gain. On June 15, 2007, the dividend announced was 1 for 4
but the dividend rate is actually 1 for each 3.52 common shares held, a twelve
percent gain. This equates to a total increase of twenty percent to the
shareholders in dividends.
At this time the last of the dividends are being issued and will be sent to
shareholders without any action necessary on their part. The company realizes
the issuance of dividends has taken longer than management expected, and
previously announced, however the company is very particular in making sure to
attend to details and making sure the shareholders get all the dividends they
are entitled to.
eMax Holdings Corporation is also preparing, currently, a private placement
offering; to be properly registered with the SEC, to help keep funding the
company's rapid growth. The company's management is planning to institute a
proper and registered stock buyback program at the same time. The filing of the
recent 8k marks the first of many filings the company will be completing over
the next several months; and to get the company into complete compliance with
the SEC and then also to request listing on Nasdaq's Bulletin Board or for Small
Cap listing.
About eMax Holdings Corporation
eMax Holdings Corporation (http://www.emaxcorp.com) is a diversified holding
company investing in multimedia, entertainment, communication, broadcasting, IT
technologies, real estate, energy and finance industries.
Contact
EMAX Holdings Corp.
Roxanna Weber, Chairman/CEO
info@emaxcorp.com
EXHIBIT 99.1 Press Release
On September 26, 2007 the company released this press release
eMax Holdings Corporation Provides Current Updates
Recently eMax Holdings Corporation (PINKSHEETS: EMXC) has announced the
following: eMax is currently 1) preparing and submitting more filings at this
time for Nasdaq and the SEC. 2) is preparing the distribution of dividends for
mailing and distribution and 3) forming the four new subsidiaries: eMax Media
Group, Gold Rush Networks Group, eMax Technology Group and eMax Networks Group
and 4) reviewing many new companies for acquisition in the areas of Real Estate,
internet technologies, Innovative Consumer Goods, and Energy companies. 1. eMax
Networks plans to launch their new interactive delivery networks by January of
2008. 2. eMax Media Group is currently building out the network systems that
will allow the company to market and sell eMax family entertainment and media
content, which includes music, games, movies and gifts, to consumers directly.
3. eMax Technology Group will be marketing and selling their own branded mobile
phones, media players, PDAs and other consumer electronics.
4. Gold Rush Network's commitment to work along with RGC Corp towards the
rebuilding of the housing and communities in the Katrina devastated areas; EMAX
Holdings Corporation offered their additional support to the project and further
agreed to start their involvement with an investment of 2.5 million dollars into
the Gold Rush Network subsidiary; and exclusively for the benefit of the Katrina
Re-Development Group. eMax Holdings Corporation has signed a resolution to set
aside Twenty five million shares of stock to be used for the capital benefit of
Katrina Re-Development Group. EMAX Holdings Corporation has recently completed a
reorganization path and during all the events over the past thirty months, the
share price of eMax Holdings Corporation common stock has been carried on the
books of the companies at a rate of $.07-$.10 per share. At this time the
company is not considering restructuring its common stock by way of any reverse
stock split The company is continuing to make filings with the SEC. These recent
filings are the first of many filings the company will be completing over the
next several months; and to get the company into complete compliance with the
SEC and then also to request listing on Nasdaq's Bulletin Board or for Small Cap
listing. In regards to all shareholder dividends. We would like to advise our
shareholders, if you would like to ensure you directly and
correctly receive your dividend shares, then we have prepared the following
procedures. For everyone holding a stock certificate, please feel free to mail
your certificate to the transfer agent for EMAX Holdings Corporation, National
Stock Transfer Agency, ("NST), 1512 S 1100 East, Suite B, Salt Lake City, Utah
84105 Phone 801-485-7978 fax 801-466-4677
It is Not necessary to sign the stock certificate, unless the shareholder is
changing the registration owner of the shares and then the stockholder also
needs a Medallion Signature Guarantee placed on the certificate.
Please sign the back of the certificate, mail to NST and send the following
administration fees as follows. If you would like to change your existing
certificate, for a new one in the name of EMAX Worldwide, then send $70.00 along
with certificate and NST will reissue you the correct certificate. In addition,
if you held the certificate during the last two dividend event dates, May 15,
2007 and June 15, 2007 please send an addition $30.00 for each of the two
dividend shares certificate you will be receiving. Please make sure you send to
the transfer agent your correct mailing information, at that time. If a
shareholder is holding a certificate in the name of EMAX Corp or Gateways to
Space, Inc., you can also follow the directions listed above to exchange your
shares in the correct name and to receive your dividend shares, which you are
entitled to. If you have held these shares for more than two years have the form
notarized and send with your stock certificate to the transfer agent at the same
time and they will reissue your shares as freely trading shares. There is an
additional $50.00 fee for removing the legend at the same time.
We are implementing these procedures so as to help expedite the mailing
correctly of dividends to all shareholders and to enable all shareholders to
have direct access to our transfer agent;so everyone can monitor the dividend
process personally. We thank everyone for their support and understanding as we
have been moving towards the completion of having all dividends issued to our
shareholders.
This is the "end of the beginning" for all of us at EMAX Holdings Corp and
throughout the landscape of the EMAX companies". Thank you for the opportunities
you have given us to grow EMAX but we hope what you see in the rapid growth in
the next year very much pleases you and increases your stock dividend gains
immensely. Thank you for patience, and understanding in all of our efforts.
Please do send any comments or requests to our attention at info@emaxcorp.com.
Sincerely,
EMAX Management
Roxanna Weber, Chairman/CEO
Company Contact:
Roxanna Weber info@emaxcorp.com
Websites: EMAX Holdings Corp http://www.eMaxcorp.com
Websites: EMAX Music http://www.eMaxmusic.com
Websites: EMAX Networks http://www.eMaxnet.net
EXHIBIT 3.3
EMAX Worldwide, Inc.
1512 S 1100 East, Suite B
Salt Lake City, Utah 84105
407-615-2100
http://www.emaxcorp.com
May 11, 2009
Jennifer A. Fainer
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Dear Ms. Fainer
eMax Holdings Corporation , now named eMax Worldwide, Inc Board of Directors and
controlling shareholders has made the following changes:
1. The respectful companies has rescinded the change of control dated July 8,
2008 and announced the corrected change in control to the SEC on March 20, 2009.
2. The company increased its authorized common stock from 500,000,000 shares to
1,400,000,000 .
3. The Company's common stock was restructured through a 1:1000 reverse split of
the One Billion, Three Hundred and Seventy Eight Million and Sixty Five Thousand
Three Hundred and Sixty Four outstanding shares of common stock and leaving a
share balance of 1,378,065 issued and outstanding common shares. For every 1000
shares a common stock the holder owns in e Max Worldwide, Inc then they will
receive one share of common stock in EMAX Worldwide, Inc. The record date we
have stated will be June 15, 2009
4. The company is applying for a new cusip number.
5. The company needs to apply for a new ticker symbol and has asked if they can
check the following symbols for the company, (EMAX, EMMX, EMXX), if allowable
eMax Holdings Corp., now named eMax Worldwide, Inc. is a Publicly traded company
on NASDAQ OTC: Pinksheets and trading under the stock symbol EMXC. The effective
date will be set as of the date of June 15, 2009
The transfer agent is National Stock Transfer Agent
801-485-7978
Contact Kay Galster
Sincerely Yours,
Roxanna Weber
CEO/Sec
EXHIBIT 3.3
April 4, 2008
Jennifer A. Fainer- Revised
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Re: Change in Forward Stock Dividend originally announced in May of 2007 and
corrected in new Release dates October 11, 2007
Dear Ms. Fainer
We had recently announced a one for every two shares of common stock held in the
company EMAX Holdings Corporation that the shareholders would receive as a new
share of common stock and as a dividend in the company; and with a stated a
record date of May 15, 2007. The dividends have not be mailed due to the fact
that in October of 2007 our Board of Directors agreed and announced a different
larger dividend which was set as follows: Each shareholder will now receive a
new common share of stock in eMax Holdings for every 1.84 shares they held in
the company as of the record date of May 15, 2007 . The shares are in the
process of being prepared for mailings at this time and without any necessary
action on the part of the shareholders
For every 1.84 shares currently held by each shareholder, the shareholder will
receive one (1) newly issued common share of stock in the company, EMAX Holdings
Corporation. There was 193,120,247 shares issued and outstanding on record as of
the day of May 15, 2007 and so currently the dividend being issued will add an
additional 105,099,470 shares to the total shares outstanding and issued. The
new issued and outstanding shares of common stock will be a total of 298,293,178
The shares are currently being issued as 144 restricted common stock and will
not become freely trading until such time as the company finishes filing the
necessary registration paperwork; which the company is currently preparing.
The transfer agent is National Stock Transfer Agent 801-485-7978. Contact Kay
Gallister.
Thank You for your attention to these matters
Sincerely Yours,
Roxanna Weber, Chairman/CEO
EXHIBIT 3.3
July 31, 2007
Jennifer A. Fainer Revised
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Dear Ms. Fainer
We have recently announced a one for every four shares of common stock held in
the company the shareholders will receive as a new share of common stock as a
dividend in the company; and with a stated a record date of June 15, 2007. The
dividends have not be mailed due to the fact that in October our Board of
Directors agreed and announced a different and larger dividend which was set as
follows: Each shareholder will receive a new common share of stock in eMax
Holdings for every 3.64 shares they held in the company as of the record date of
June 15, 2007
For every 3.64 shares currently held by each shareholder, the shareholder will
receive one (1) newly issued common share of stock in the company, EMAX Holdings
Corporation. There was 289,680,370 shares issued and outstanding on record as of
the day of June 15, 2007 and so currently the dividend being issued will add an
additional 81,405,248 shares to the total shares outstanding and issued. The new
issued and outstanding shares of common stock will be a total of 362,100,462.
The shares are currently being issued as 144 restricted common stock and will
not become freely trading until such time as the company finishes filing the
necessary registration paperwork; which the company is currently preparing.
The transfer agent is National Stock Transfer Agent 801-485-7978. Contact Kay
Gallister.
Thank You for your attention to these matters
Sincerely Yours,
Roxanna Weber
Chairman/CEO
EXHIBIT 3.3
July 31, 2007
Jennifer A. Fainer
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Dear Ms. Fainer
We have recently announced a one for every four shares of common stock held in
the company the shareholders will receive a new share of common stock as a
dividend in the company; and with a stated a record date of June 15, 2007. The
dividends will be mailed out by September 15, 2007 with no required action by
the shareholder.
The shares are in the process of being prepared for mailings at this time and
without any necessary action on the part of the shareholders
For every two (2) shares currently held by each shareholder, the shareholder
will receive one (1) newly issued common share of stock in the company, EMAX
Holdings Corporation. These numbers are pre-merger with Gold Rush Investments
Corp. There was 289,680,370 shares issued and outstanding on record as of the
day of June 15, 2007 and so currently the dividend being issued will add an
additional 96,560,123 shares to the total shares outstanding and issued. The new
issued and outstanding shares of common stock will be a total of 362,100,462.
The dividends will be mailed out by September 15, 2007 with no required action
by the shareholder.
The shares are currently being issued as 144 restricted common stock and will
not become freely trading until such time as the company finishes filing the
necessary registration paperwork; which the company is currently preparing.
The transfer agent is National Stock Transfer Agent 801-485-7978. Contact Kay
Galster.
Thank You for your attention to these matters
Sincerely Yours,
Roxanna Weber
Chairman/CEO
EXHIBIT 3.3
July 31, 2007 Revised Letter
Jennifer A. Fainer
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Dear Ms. Fainer
We have recently announced a one for every four shares of common stock held in
the company the shareholders will receive as a new share of common stock as a
dividend in the company; and with a stated a record date of June 15, 2007. The
dividends have not be mailed due to the fact that in October our Board of
Directors agreed and announced a different and larger dividend which was set as
follows: Each shareholder will receive a new common share of stock in eMax
Holdings for every 3.64 shares they held in the company as of the record date of
June 15, 2007
For every 3.64 shares currently held by each shareholder, the shareholder will
receive one (1) newly issued common share of stock in the company, EMAX Holdings
Corporation. There was 289,680,370 shares issued and outstanding on record as of
the day of June 15, 2007 and so currently the dividend being issued will add an
additional 81,405,248 shares to the total shares outstanding and issued. The new
issued and outstanding shares of common stock will be a total of 362,100,462.
The shares are currently being issued as 144 restricted common stock and will
not become freely trading until such time as the company finishes filing the
necessary registration paperwork; which the company is currently preparing.
The transfer agent is National Stock Transfer Agent 801-485-7978. Contact Kay
Gallister.
Thank You for your attention to these matters
Sincerely Yours,
Roxanna Weber
Chairman/CEO
EXHIBIT 3.3
July 31, 2007
Jennifer A. Fainer
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Dear Ms. Fainer
We have recently announced a one for every four shares of common stock held in
the company the shareholders will receive a new share of common stock as a
dividend in the company; and with a stated a record date of June 15, 2007. The
dividends will be mailed out by September 15, 2007 with no required action by
the shareholder.
The shares are in the process of being prepared for mailings at this time and
without any necessary action on the part of the shareholders
For every two (2) shares currently held by each shareholder, the shareholder
will receive one (1) newly issued common share of stock in the company, EMAX
Holdings Corporation. These numbers are pre-merger with Gold Rush Investments
Corp. There was 289,680,370 shares issued and outstanding on record as of the
day of June 15, 2007 and so currently the dividend being issued will add an
additional 96,560,123 shares to the total shares outstanding and issued. The new
issued and outstanding shares of common stock will be a total of 362,100,462.
The dividends will be mailed out by September 15, 2007 with no required action
by the shareholder.
The shares are currently being issued as 144 restricted common stock and will
not become freely trading until such time as the company finishes filing the
necessary registration paperwork; which the company is currently preparing.
The transfer agent is National Stock Transfer Agent 801-485-7978. Contact Kay
Galster.
Thank You for your attention to these matters
Sincerely Yours,
Roxanna Weber
Chairman/CEO
EXHIBIT 3.3
June 12, 2007
Jennifer A. Fainer
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Dear Ms. Fainer
We are sending this information to you to announce that the Board of Directors
and shareholders of eMax Holdings Corporation has consented to reverse merge the
company EMAX Holdings Corporation into Gold Rush Investments Corporation, a Utah
corporation. All EMAX Holdings Corporation shareholders will exchange 1 share of
their current EMAX Holdings Corporation stock for one new share of stock in the
merged company. The company will also go through a name change. The new name of
the corporation will be EMAX Worldwide, Inc. The dividends will be mailed out by
September 15, 2007 and with no required action by the shareholder.
We would like to ask for one of the following ticker symbols for the new ticker
symbol of the merged company if available: EMAX, EMXX, EMAC
The date of record we have stated was June 15, 2007
eMax Corporation's transfer agent is National Stock Transfer Agent in Salt Lake
City Utah, 801-485-7978. For further questions of them please contact Kay or
Roger Greer.
Thank You for your attention to this matter.
Roxanna Weber
Chairman/CEO
EXHIBIT 3.3
June 1, 2007
OTC Bulletin Board Coordinator
NASDAQ Market Operations
80 Merritt Boulevard
Trumbull, CT 06611
Fax (203)385-6381
To Whom It May Concern
We are sending this information to you to announce that the Board of Directors
and shareholders of eMax Holdings Corporation has consented to reverse merge the
company EMAX Holdings Corporation into Gold Rush Investments Corporation, a Utah
corporation. All EMAX Holdings Corporation shareholders will exchange 1 shares
of their current EMAX Holdings Corporation stock for one new share of stock in
the merged company. The company will also go through a name change. The new name
of the corporation will be EMAX Worldwide, Inc. This event will also present a
new stock dividend in EMXC to the EMAX Holdings Corporations shareholders prior
to the merger. The date of record of will be June 15, 2007
We would like to ask for one of the following ticker symbols for the new ticker
symbol of the merged company if available: EMAX, EMXX, EMAC
The date of record we have stated will be June 15, 2007
eMax Corporation's transfer agent is National Stock Transfer Agent in Salt Lake
City Utah, 801-485-7978. For further questions of them please contact Kay or
Roger Greer.
Thank You for your attention to this matter.
Sincerely Yours,
Roxanna Weber
CFO/Sec. Co-Chair
EXHIBIT 3.3
Jennifer A. Fainer
The NASDAQ Stock Market
Dividend Department
* jennifer.fainer@nasdaq.com
* (203)385-6366
Fax (203)385-6381
Dear Ms. Fainer
We are sorry for delay in getting this materials to you. We had stated a record
date of March 18, 2003 for a dividend as it relates to the merger of Gateways
Entertainment into another company
The shares are scheduled to be mailed on April, 24, 2004 without any action on
the part of the shareholders
If I own Nines share in eMax Corporation then I will receive One common share of
stock in the company Freedom Entertainment International, Inc. Freedom
Entertainment International is a Publicly traded company on NASDAQ originally
named SPINPLANET.COM but is not a trading company yet. Freedom Entertainment is
in process of requesting trading status.
The Spin off shares will be registered with the SEC but not be freely trading
until proper registration and filings are made by Freedom Entertainment with the
SEC.
3/18/2003 one in Freedom for nine in EMAX 5,118,283 emax corp-
3/18/2005 one in Entertainmax for three held 8,456,160
The transfer agent is National Stock Transfer Agent. 801-485-7978 Contact Kay or
Roger Greer.
Thank You for your attention to this matters
Sincerely Yours,
Roxanna Weber
CEO/Sec. Co-Chair