emxcform8k07152007.htm
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): July 15, 2007
eMax
Holdings Corporation
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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33-20394-D
(Commission
File Number)
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84-1099450
(IRS
Employer
Identification
No.)
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358
S 700
St B149
Salt
Lake
City, Utah 84102
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (850) 838-3629
5401
Kirkman Road, Suite 158
Orlando,
Florida 32819
(Former
name or former address, if changed since last report.)
Table
of Contents
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jump to a section, double-click on
the section name.
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8-K
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| ITEM
5.01 |
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4
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| ITEM
2.01 |
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5
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| ITEM
9.01 |
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6
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Exhibit
No.
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Exhibit
Description
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23.1
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99.1
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99.1
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99.1
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99.1
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Item
5.01. Changes in Control of Registrant.
As
reported
in releases dated March 6, 2007 and May 8, 2007, Artists Investments Corporation
had signed a letter of intent to acquire or merge with EMAX Holdings Corporation
and subsequently Management finalized the transaction.
On April
30, 2007, in acceptance of and subject to the terms
and conditions of that certain Agreement (the
"Agreement"), between ARTISTS INNOVATIONS , Inc., a Utah company
(the "Company") and EMAX MEDIA GROUP, INC. A SUBSIDARY OF EMAX
HOLDINGS CORPORATION, a Utah corporation, dated April 30,
2007, wherein the Company 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
On
April 30, 2007 Artists Innovations
Corporation, a Utah company ("Artists"),
and eMax Media Group, Inc., a subsidiary of 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
and 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
eMax
Holdings
Corporation also announced 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, as
originally announced , thus an eight percent gain. This event will cause the
company to issue an additional 105,099,440 shares to be distributed to all
shareholders as of the record date of May 15, 2007
The
Licensing
was consummated and became effective as of the close of business on
May 15, 2007.
After
signing the Licensing agreement, the board of directors agreed to issue to
their
shareholders a new share of EMAX Holdings Corporation Common Stock for each
1.84
common shares they hold on the date of May 15, 2007 and as announced in the
press release dated October 16, 2007. The company had originally announced
a
stock dividend for every two shares of common stock they owned in a press
release on May 8, 2007. This is an increase of 10% dividend gain then initially
announced by the company board of directors.
A
copy of the
licensing Agreement is attached hereto as Exhibit 23.1 (Licensing
Agreement)
(b)
The following table sets forth certain information regarding beneficial
ownership of the common stock of EMAX HOLDINGS CORPORATION as of April 17,
2007,
(prior to the issuance of 103,885,000 shares pursuant to the Exchange Agreement
and the forward stock dividend issuance of 105,000,000) by:
-
each
person or entity known to own beneficially more than 5% of the common
stock or 5% of the preferred stock;
-
each of
EMAX Investment’s directors;
-
each of
EMAX Investment’s named executive officers; and
-
all
executive officers and directors of EMAX as a group.
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Name
and address of
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Amount
& Nature of
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Title
of Class
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Beneficial
Owner (1)
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%
Beneficial Ownership
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COMMON
STOCK
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ROXANNA
WEBER
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.001 |
% |
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250,000 |
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President
and Director
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TWI
Enterprises
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17.8 |
% |
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34,551,061 |
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E
AND A ENTERPRISES TRUST
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59. |
% |
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113,842,500 |
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DORLISS
BRIGHT
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.005 |
% |
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1,000,000 |
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DIRECTOR
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Total
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76 |
% |
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193,193,809 |
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1.
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Except
as otherwise set forth, the address for each of these shareholders
is c/o
EMAX WORLDWIDE, INC. 300 SOUTH 700, Suite B149 Salt Lake City,
Utah.
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2.
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DiAnne
Christmas is the irrevocable trustee for the TWI Enterprises
and E and A Enterprises Trust
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There
is currently no arrangement,
known to the Registrant, including any pledge by any person of securities of
the
Registrant or any of its parents, the operation of which may at a subsequent
date result in a further change in control of the Registrant. The
Registrant shall file with the Securities and Exchange Commission a statement
on
Schedule 14F reporting the events occurring in connection with the Agreement,
and the new officers and director shall file with the Securities and Exchange
Commission a statement on Schedule 13D reporting its acquisition of the
Purchased Securities.
1.
Except
as otherwise set forth, the address for each of these shareholders is c/o EMAX
WORLDWIDE, INC. 358 700, Suite B149 Salt Lake City, Utah
84102
To
the
knowledge of the Registrant, there are not any arrangements or understandings
among members of the former and new control groups and their associates with
respect to the election of directors or other matters with respect to the
Registrant. The sole director of the Registrant, Dianne Christmas,
subsequently elected the following officers and directors (provided that the
election of such directors shall be effective ten (10) days after the date
of
the Registrant’s filing of an Information Statement pursuant to Rule 14F-1) to
replace them:
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Board
of
Directors
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Dr.
Slavoljub Stefanovic
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Director
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Dorliss
Bright
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Director
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Roxanna
Weber
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Director
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Dr.
Slavoljub
Stefanovic has 35 plus years experience in Finance, real estate, Retail,
Import/Export and the Hospitality Industries. Dr. Stefanovic is the
President/Founder of the company, Euro-American Finance Network, Inc, (EAFN).
EAFN owns and operates 4 commercial investment properties, 2 lodging facilities,
Retail Outlet and Gasoline Station, a Historic Building with 4 units, and an
import/export business. EAFN also has bought and sold approximately 600 acres
in
Georgia and Texas and has been concentrating on commercial
development. Dr. Stefanovic will work closely to help EMAX evaluate
and determine several new commercial real estate property
acquisitions.
Mr.
Dorliss
Bright brings to EMAX Holdings Corporation over 30 years experience in the
advertising, marketing, print, TV and interactive media industries. Mr. Bright
for many years owned and operated a full service advertising agency and has
managed in excess of $20 million a year in annual billings. Mr. Bright will
work
with the company to help with all the branding needs of the company and to
work
with the EMAX studios to oversee all media development projects. Some of Mr.
Brights’ clients include: Walt Disney World, JobWarehouse.com, AldoAldoAldo.com
Career Portal, A-EConcepts.com, IBM, Siemen’s, General Electric, Ford Motor
Company, Dole Foods, Toshiba, EPSON, DON KING Productions, American National
Ltd., Barry Financial Group, Ron Jons, FARO Technologies Inc.,
Milliuiumdoctor.com, E-Surety, DiGiDOX, Baccardi, Motorola, Champion
Spark Plus, Mr. Gasket Inc., Star Media, and Marriott Vacation Club
International. http://www.macbright.net
There
is
currently no arrangement, known to the Registrant, including any pledge by
any
person of securities of the Registrant, the operation of which may at a
subsequent date result in a further change in control of the
Registrant. The Registrant shall file with the Securities and
Exchange Commission a statement on Schedule 14F reporting the events occurring
in connection with the Agreement, and eMax shall file with the Securities and
Exchange Commission a statement on Schedule 13D reporting its acquisition of
the
Purchased Securities.
Item
2.01. Acquisition or Disposition of Assets.
On April
30, 2007, in acceptance of and subject to the terms
and conditions of that certain Agreement (the
"Agreement"), between ARTISTS INNOVATIONS , Inc., a Utah company
(the "Company") and EMAX MEDIA GROUP, INC. A SUBSIDARY OF EMAX
HOLDINGS CORPORATION, a Utah corporation, dated April 30,
2007, wherein the Company 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
On
April 30,
2007 Artists Innovations
Corporation, a Utah company ("Artists"),
and eMax Media Group, Inc., a subsidiary of 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 and 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
The
Exchange Agreement was adopted by the unanimous consent of the Board of
Directors of EMAX and approved by the consent of the shareholders of EMAX on
May
2, 2007. The Exchange Agreement was adopted by the unanimous consent
of the Board of Directors of ARTISTS on June 15, 2007. No approval of
the shareholders of ARTISTS is required under applicable state corporate
law.
Prior
to the
exchange, EMAX had 193,193,708 shares of common stock outstanding and
then the company reserved
103,885,000 shares of common stock in exchange for non and exclusive marketing
rights to the media, entertainment and technology rights; for a value of
$ 8,310,800 .
In
evaluating
ARTISTS and EMAX Holdings Corporation for the Licensing terms both companies
used criteria such as the value of the licensing rights from Artists Innovations
and the stock value of EMAX Holdings Corporation.. EMAX and Artists
determined that the consideration for the Licensing and the basis of the stock
for exchange was reasonable.
ARTISTS
intends to continue and grow its historical businesses and proposed businesses
as set forth more fully immediately below
Item
9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial
statements of business acquired.
Note: To
be filed by amendment.
(b) Exhibits
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Exhibit
No.
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Exhibit
Description
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23.1
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99.1
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99.1
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99.1
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99.1
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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.
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EMAX
Worldwide, Inc.
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August
14, 2007
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By:
/s/Roxanna
Weber
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Name:
Roxanna
Weber
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Title:
CEO
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