Utah (State or other jurisdiction of incorporation)

33-20394-D (Commission File Number)

84-1099450 (IRS Employer Identification No.)

 

300 South 700 St B149

          Salt Lake City, Utah 32819      

(Address of principal executive offices)

 

Registrant's telephone number, including area code: (888) 344-3629

 

5401 Kirkman Road, Suite 158

Orlando, Florida 32819

539 Bunker Lane

Pleasanton, California

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

 

 

 

 

 

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Item 5.01 Changes in Control of Registrant.

 

 

    On July 8, 2008, pursuant to a Purchase Agreement (the “Agreement”) among Slavoljub Stefanovic (Stefanovic) and E and A Enterprise Trust (“E and A”), and certain security holders of the Registrant (hereinafter such security holders are referred to as the “Shareholders”), the following occurred:

 

  (a)     E and A Enterprises Trust sold to Stefanovic 64,000,000 shares of the Registrant's common stock, $.0001 par value (the “Common Stock”), (all of the foregoing, the “Purchased Securities”);

 

  (b)     Stefanovic paid consideration of $640.00 in cash for the Purchased Securities; and

 

  (c)     Roxanna Weber agreed to resign her position as President and Chairman of the Board and retains her position of Secretary and Director of the company.

 

    As a result of the closing of the Agreement, Stefanovic owns approximately fifty seven percent (57.%) of the 251,716,824 outstanding shares of the Freely Trading Common Stock of the Registrant and controls sixty seven percent (67%) of the 1,134,865,364, issued and outstanding shares. Over Six hundred million shares are held in trust by the company for investment interests in several companies. No source of the consideration by Stefanovic to acquire control of the Registrant was a loan made in the ordinary course of business by a bank as defined in Section 3(a)(6) of the Act.

 

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 was not required.

 

The officers and directors of the company change subsequent to the Exchange Agreement. See "Management" below.

 

1.	The capital structure of the company will stay the same and as previously announced the company will not be reverse splitting its shares.

 

2.	The following table sets forth certain information regarding beneficial ownership of the common stock of EMAX WORLDWIDE, INC. as of July 8, 2008:

 

- each person or entity known to own beneficially more than 5% of the common stock or 5% of the preferred stock;

- each of , EMAX WORLDWIDE, INC.'s directors;

- each of EMAX WORLDWIDE INC's named executive officers; and

- all executive officers and directors of EMAX WORLDWIDE INC. as a group.

 

Title of Class	Name and address of Beneficial Owner (1)		%				Amount & Nature of Beneficial Ownership
COMMON STOCK	Dr. SLAVOLJUB STEFANOVIC (2) President and Chairman			67.64	%			767,637,218
	E AND A ENTERPRISES Trust			.057	%			64,702,149
	ROXANNA WEBER Secretary and Director			.0013	%			1,422,624
	DORLISS BRIGHT Director			.002				2,000,000
Total			67.7% Ownership					835,761,991