PROMAX COMMUNICATIONS INC (Form: 8-K, Received: 08/08/2008 06:01:28)

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 19, 2007

SIPP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Nevada	0-225820	87-0810718
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

35181 Camino Capistrano, Dana Point, CA 92624

(Address of principal executive offices) (Zip Code)

(949) 481-2776

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Section 1 – Registrant’s Business and Operations

Item 1.02 Termination of a Material Definitive Agreement.

On August 31, 2007, the registrant entered into an agreement under which it agreed to issue 16,743,375 shares of its common stock to acquire all of the issued and outstanding shares of common stock of Sipp, Inc., a privately held Nevada corporation. On October 9, 2007, the registrant effected a 2 for 1 forward stock split. As a result of the stock split, the August 31, 2007 agreement was amended on November 12, 2007 to increase the number of shares of common stock issuable to acquire Sipp, Inc. to 33,600,000 shares.

The board of directors of the registrant recently discovered that Sipp, Inc. made material misrepresentations about its financial condition to induce the registrant to acquire it. Prior to entering the transaction, the board of directors relied upon an audit report of Sipp, Inc. from an alleged PCAOB

auditor. Subsequently, the registrant was unable to verify the existence of any assets disclosed on audited financial statements provided by Sipp, Inc. prior to the transaction. The registrant has also determined that the auditor was not PCAOB certified. The board has reported the matter to federal authorities, and understands that an investigation of the situation is ongoing.

In addition, Roger Mohlman, a principle of Sipp, Inc. who represented Sipp, Inc. in the transaction, has issued two press releases stating that Sipp, Inc. has terminated the acquisition of Sipp, Inc. by the registrant on the grounds that the registrant made misrepresentations about the fact that it domesticated itself in the State of Nevada. While the registrant disagrees with the statements made by the principle of Sipp, Inc. in the press release, the registrant’s board of directors has determined that it is in the best interests of the registrant not to contest the termination of the acquisition agreement by Sipp, Inc. Accordingly, the registrant has issued stop transfer instructions to its transfer agent with respect to all shares issued in the acquisition of Sipp, Inc. to prevent the further sale or transfer of any such shares, and has requested that its transfer agent cancel the shares.

The registrant has also terminated its previously announced acquisition of QS, Inc.

At this time, the registrant has no assets, no operations, and minimal liabilities. However, the registrant is in discussions with another potential acquisition in an unrelated field.

Section 5 – Corporate Governance and Management

Item 5.02 Changes in Control of Registrant.

On April 29, 2008, Mark DeBruin resigned as a director of the registrant. On May 5, 2008, Arthur de Joya resigned as a director and audit committee chairperson of the registrant. Both Mr. DeBruin and Mr. de Joya both indicated that their resignation was attributable to a desire to devote more time to other business interests, but verbally indicated that their resignations were due to disagreements about the nature of the legal and other actions the registrant should take in response to problems arising from the purported acquisition of Sipp, Inc. (See “Item 1.02 Termination of a Material Definitive Agreement,” herein).

Section 8 – Other Events

Item 8.01 Other Events.

On April 19, 2007, the registrant redomiciled from the Yukon Territory to the State of Nevada by filing of Articles of Domestication and Articles of Incorporation with the State of Nevada pursuant to NRS §92A.270 (the “Domestication”).

On August 10, 2007, the registrant filed Restated and Amended Articles of Incorporation, which (a) changed the registrant’s name to “Sipp Industries, Inc.”, (b) increased the number of authorized common shares to 250,000,000 from 75,000,000, and (c) authorized the issuance of up to 10,000,000 shares of preferred stock, which shall be issued in series of designations.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits


Exhibit No.	Description

2	Articles of Domestication filed April 19, 2007
3	Restated and Amended Articles of Incorporation of Sipp Industries, Inc. dated August 10, 2007

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SIPP INDUSTRIES, INC.
Date: August 5, 2008	/s/ Lee Danna
	By: Lee Danna, Chief Executive Officer

Exhibit 3

RESTATED AND AMENDED

ARTICLES OF INCORPORATION

PROMAX COMMUNICATIONS, INC.

ARTICLE I

(Corporate Name)

The name of the corporation shall be:

SIPP INDUSTRIES, INC.

ARTICLE II

(Duration)

This corporation shall have perpetual existence.

ARTCLE III

(Purpose)

The purpose of this corporation is to engage in any lawful act or activity for with a corporation may be organized under the laws of the State of Nevada other than the banking business, the trust company business, the insurance business or the practice of a profession permitted to be incorporated under the laws of the State of Nevada.

ARTICLE IV

Shares)

The aggregate number of shares which the corporation shall have authority to issue, including the classes thereof and special provisions are as follows: 260,000,000 shares; 250,000,000 shares of voting, common stock, with a par value of $0.001 and 10,000,000 shares of preferred stock, with a par value of $0.001. The shares of preferred stock may be issued in a series of designations. The shareholders shall not have the right to accumulate votes in the election of directors with respect to shares of common stock in the corporation. Each share of common stock shall be entitled to one vote. The holders of the shares of preferred stock are entitled to receive the net assets of the corporation upon dissolution. The Board of Directors are entitled to restructure the issued and outstanding shares of stock with respect to a forward or reverse split, without a formal shareholders meeting, general or special meeting, providing that fifty percent (50%) of the shareholders agree to the share reorganization within the limits of the share

capitalization of 250,000,000 shares of voting, common stock. Such shareholder vote may be obtained b telefax or other means of communication to obtain the shareholder’s vote. When as and if the shareholders of the Corporation vote to restructure the Corporation’s issued and outstanding shares of common stock by either a forward (up to the authorized share capital) or reverse split of the issued and outstanding shares of common stock, the authorized capital remains the same and does not forward or reverse split along the issued and outstanding shares of common stock.

ARTICLE V

(Directors)

The initial number of directors and original incorporators of this corporation shall be one (1), whose name and address is as follows:

Lee J. Danna, President, Board Chairman

2580 Anthem Village Drive, #B-1

Henderson, Nevada 89052

ARTICLE VI

(By-laws)

The authority to make By-laws for the corporations is hereby expressly vested in the Board of Directors of this corporation, subject to the power of the majority of the shareholders to change or repeal such By-laws. Any such change in the By-laws must be in agreement by the majority (fifty percent or more) of the shareholders. The Board of Directors shall not make or alter any By-law fixing their qualifications, classifications, terms of office or extraordinary powers without first securing the approval of the majority (fifty percent or more) of the shareholders. Such majority approval may be obtained by the Board of Directors without the necessity of a Special or Extraordinary General Meeting of the corporation’s shareholders. Such majority shareholder approval may be obtained by written proxy statement or a polling of the shareholders by telephone or telefax.

ARTICLE VII

(Amendment to Articles of Incorporation)

The Board of Directors reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on the corporation herein are granted subject to this reservation.

ARTICLE VIII

(Registered Agent & Registered Office)

The name and street address of the Registered Agent is Nevada Business Services, 1805 North Carson, #188, Carson City, Nevada 98006.

ARTICLE IX

(Shareholder voting requirements for certain transactions)

To be adopted by the shareholders, the following actions must be approved by each voting group of shareholders entitled to vote thereon by a majority of all votes entitled to be cast by that voting group. Such majority may be obtained via telefax or other valid means of communication:

(a)

Amendment of the Articles of Incorporation;

(b)

A plan of merger or share exchange;

(c)

The sale, lease, exchange or other disposition of all or substantially

all of the corporation’s assets, other than in the usual and regular course of

Business; or

(d)

Dissolution of the corporation.

ARTICLE X

(Commencement of Business)

This corporation shall commence business upon receiving its corporate license.

IN WITNESS WHERE, the Board Chairman has hereunto set his hand in duplicate originals this 10 ^th day of August, 2007.

/s/ Lee J. Danna

_______________________________

Lee J. Danna, President, Board Chairman


Articles of Domestication (Pursuant to NRS 92A.270)
USE BLACK INK ONLY – DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICIAL USE ONLY
1. Entity Name and Type of Domestic Entity as set forth in its Constituent Documents:	Promax Communications, Inc. For profit corporation
2. Entity Name Before Filing Articles of Domestication:	Promax Communications, Inc.
3. Date and Jurisdiction of Original Formation:	Feb. 4, 1998 Yukon Territory, Canada
4. Jurisdiction that Constituted the Principal Place of Business, Central Administration or Equivalent of the Undomesticated Entity Immediately Before Articles of Domestication:	San Diego, California, USA
5. Signature of Authorized Representative:	/s/ Kim Zilka X____________________________________


Articles of Incorporation (Pursuant to NRS 78)
USE BLACK INK ONLY – DO NOT HIGHLIGHT			ABOVE SPACE IS FOR OFFICIAL USE ONLY
1. Name of Corporation:	Promax Communications, Inc.
2. Resident Agent, Name and Street Address: (must be a Nevada address)	IncSmart.biz, Inc. 3541 Tortulia Ave. North Las Vegas, Nevada 89081
3. Shares: (number of shares corporation is authorized to issue)	Number of shares with par value – 75,000,000 Par value per share - $.001 Number of shares without par value –
4. Names and Addresses of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age; attach additional page if more than two directors/trustees)	Kim Zilka 3553 Mt. Lawrence Drive San Diego, CA 92117
5. Purpose: (optional; see instructions)
6. Name, Address and Signature of Incorporator: (attach additional page if more than one incorporator)	Kim Zilka X /s/ Kim Zilka 3553 Mt. Lawrence Drive San Diego, CA 92117
7. Certificate of Acceptance of Appointment of Registered Agent:	X__________________________________ _ ATTACHED Authorized Signature of R.A. or on behalf of R.A. Company Date
This form must be accompanied by appropriate fees		Nevada Secretary of State NRS 78 Articles Revised on 01-01-07