Securities and Exchange Commission Washingto
Post# of 5570
Securities and Exchange Commission
Washington DC 20549
Att: James Lopez (for) John Reynolds
Assistant Director
Tuesday, April 10, 2012
Dear Mr Lopez,
I am forwarding this letter to you regarding our phone conversation Thursday, April 5th 2012 inquiring about the report filing requirements needed by eMax Holdings Corp (also known as eMax Worldwide, Inc.) to once again become fully reporting with your agency.
For over three years now, eMax has retained the firm McMullen Associates as our securities counsel to assist with reporting to your agency. Unfortunately, at this time it appears that the firm has yet to perform while payments are still being made. Last year after receiving the first correspondence from your office, I submitted the letter to our securities counsel and was instructed to write a response stating that they would be in contact with you. At this time, I realize there is a great possibility that they never contacted you, even though we requested follow up numerous occasions.
I know, as the CEO, I am fully responsible for the filings of the company. Now I find myself in a horrible situation as we are under a temporary suspension. We have tried to speak to our securities counsel directly all week to get an answer regarding this matter and have found them unattainable.
With this known fact, I contacted you directly and humbly request the following:
1.) A six month period allowance to submit 3 years of 10Q's and 10K's with audited financials, for the sole purpose of becoming fully reporting again with the SEC. This will provide us with enough time to secure new securities counsel that can work with our auditors.
2.) Allow for us to file an amendment to the Form 15 stating that the Form 15 was filed in error and is withdrawn.
3.) We will register such re-sales or provide an analysis of any exemption from registration that we believe is available and as relating to the event listed here and as noted in your letter to our office dated January 26, 2012 “The Form 8-K dated June 22, 2011 indicates that Mindpix Corp. will issue 400,000,000 shares…in exchange for all the common stock in eMax Media, Inc.” and that “the eMax Worldwide, Inc. (“EMXC&rdquo
, shareholders are entitled to receive one share of common stock dividends in Mindpix Corp. for every 32 shares of common stock that is owned in EMXC. This transaction appears to be a spin-off of Mindpix Corp., and you appear to be acting as an underwriter in the issuance of the 400 million Mindpix shares to the shareholders of eMax Worldwide, Inc.”
Provided below is a copy of the correspondence that was sent to our office dated January 26, 2012. As previously directed by our securities counsel attached you will find the letter we first sent to your office on July 14, 2011.
At this time, I wish to thank you for your time, consideration and understanding in this important matter. I would be humbly appreciative if we were allowed the time requested to file the necessary reports to your office and as for the reason we are retaining new securities counsel to aid our office with these filing responsibilities.
Sincerely Yours,
Roxanna Weber
S/Roxanna Weber
CEO/Chairman
Attachments
1. Letter from the SEC to eMax Worldwide, Inc.
January 26, 2012
Via E-mail
Roxanna Weber
Chairman, President and Director
eMax Worldwide, Inc.
1512 South 1100 East, Suite B
Salt Lake City, UT 84105
Re: eMax Worldwide, Inc.
Form 15
Filed January 9, 2012
File No. 033-20394-D
Dear Ms. Weber:
We note that eMax Worldwide, Inc. filed a Form 15 on January 9, 2012 indicating there
are approximately 2,881 holders of record of your common stock. As requested in our March
28, 2011 letter, please file an amendment to the Form 15 stating that the Form 15 was filed in
error and is withdrawn. In the event eMax Worldwide, Inc. decides to appeal the Division’s
decision and not withdraw the Form 15, you should follow the procedures for doing so on the
Securities and Exchange Commission’s website. Those procedures can be found at:
http://www.sec.gov/info/edgar/cfedgarguidance.htm.
We further note the outstanding comments from our letter dated June 30, 2011 regarding
your Form 8-K filed on June 23, 2011. We re-issue the following comments, as we have not
received a response as of the date of this letter. Please file all required reports, including any
past due reports, and respond to our comments below within ten business days. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.
1. The Form 8-K dated June 22, 2011 indicates that Mindpix Corp. “will issue 400,000,000
shares…in exchange for all the common stock in eMax Media, Inc.” and that “the eMax
Worldwide, Inc. (“EMXC&rdquo , shareholders are entitled to receive one share of common
stock dividends in Mindpix Corp. for every 32 shares of common stock that is owned in
EMXC.” This transaction appears to be a spin-off of Mindpix Corp., and you appear to
be acting as an underwriter in the issuance of the 400 million Mindpix shares to the
shareholders of eMax Worldwide, Inc. Please advise us as to why you believe
registration under the Securities Act of 1933 is not required. See Division of Corporation
Finance Staff Legal Bulletin No. 4, Sept. 16, 1997, available at
http://www.sec.gov/interps/legal/slbcf4.txt.
Roxanna Weber
eMax Worldwide, Inc.
January 26, 2012
Page 2
2. It appears that the recipients of Mindpix Corp.’s shares would act as underwriters in
resales of those shares, requiring registration under the Securities Act of 1933 for such
resales, absent an available exemption. Please confirm that you will register such resales
or provide an analysis of any exemption from registration that you believe is available.
3. It appears that eMax Worldwide, Inc. continues to have a duty to file reports under
Section 15(d) of the Securities Exchange Act of 1934. Please file all required periodic
reports, including any past due reports.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
You may contact Erin Wilson at (202) 551-6047 or James Lopez at (202) 551-3536 with
any questions.
Sincerely,
/s/ James Lopez (for)
John Reynolds
Assistant Director
2. Letter sent to your office from eMax Worldwide
July 14, 2011
Securities and Exchange Commission
Washington DC 20549
To Whom It May Concern,
As it pertains to your letter dated Jun 30, 2011, please know that our office has
forwarded this letter to our legal securities counsel
McMullen And Associates LLC
10701 McMullen Creek Parkway
Charlotte, NC28226
for and your office can expect correspondence from their office and answering your questions correctly as soon as possible.
As it stands however, our office does plan to properly file through our legal securities office all necessary reports and filings that are required for our company to become fully reporting and regarding all dividends that are being issued in our company eMax Worldwide in addition to announced dividends related to the company Mindpix, Corp,
Should you have any further questions, do not hesitate to contact our office or Mr McMullen office directly.
Sincerely Yours,
Roxanna Weber, President. And CEO
http://www.macreportmedia.com/ViewSubmission....uest=13996
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