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): March 28, 2002
Washington 1-12924 81-0440517
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
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Registrant's telephone number, including area code: (416) 703-0334
TABLE OF CONTENTS
Page No.
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ITEM 5. OTHER EVENTS..................................................2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.............................2
SIGNATURE..................................................................2
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ITEM 5. OTHER EVENTS
On March 28, 2002, Telemax Global Communications, Inc. (the "Company") entered into a Letter of Intent with Ocean View Telecom, LLC ("Ocean View") pursuant to which the Company would acquire 100% ownership of Ocean View in exchange for the issuance of 200,000 shares of the Company's common stock. The Letter of Intent also provides for the Company entering into Management Agreements with Jim Jaggers and Alex Aquino, both of whom are currently executive officers and majority owners of Ocean View. The proposal also provides for certain stock incentives to be granted to Messrs. Jaggers and Aquino based upon Ocean View's revenues. If the transaction is consummated, Ocean View would become a wholly owned subsidiary of the Company joining the two current subsidiaries, Parsecom, Inc. and Telemax Communications, Inc.
Ocean View is an FCC-licensed global facility-based carrier based in Mill Valley, California whose business is focused on the prepaid market for calling from the United States to the Philippines and operates a switching facility in Manila and routes traffic through its licensing arrangement with the Philippines National Telecommunications Carrier.
The transaction is subject to various terms and conditions including the satisfactory completion of due diligence by both companies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.2 Press Release dated June 11, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 17, 2002 TELEMAX GLOBAL COMMUNICATIONS, INC.
/s/ Evan Karras
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Evan Karras, Chief Executive Officer and President
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FOR IMMEDIATE RELEASE
TELEMAX GLOBAL COMMUNICATIONS, INC.
ACQUIRES OCEAN VIEW TELECOM INC.
Toronto, Ontario - June 11th, 2002: Telemax Global Communications, Inc. (OTCBB:TMXG) announced today that it has signed an Agreement to acquire Ocean View Telecom, Inc., a US based telecommunications service provider.
To jumpstart its expansion into the U.S. high call volume market of consumers of ethnic origin, Telemax Global Communications recently completed an Agreement to acquire Ocean View Telecom, an FCC-licensed Global Facilities-Based carrier based in Mill Valley, California. Ocean View is focused on the highly lucrative prepaid market for calling from the U.S to the Philippines and operates a switching facility in Manila and routes traffic through its licensing arrangement with the Philippine National Telecommunications Carrier. Along side Telemax, Ocean View is in the final stages of implementing a customized calling card program for the largest money remittance-cargo forwarding and travel services provider to the Filipino community in the U.S., based in the San Francisco Bay Area, which boasts more than 1 million customers. Ocean View has a switching POP in Los Angeles, California, which will be connected with Telemax's facilities in Toronto. Telemax expects to generate in excess of $750,000 US per month from this contract.
The acquisition is intended to be a tax-free exchange of shares and has been approved by the respective Boards of both companies.
ABOUT TELEMAX GLOBAL COMMUNICATIONS INC.
Telemax Global Communications, Inc. is one of largest manufacturers and distributors of prepaid calling products in Canada. Telemax Global Communications, Inc. is an innovator of new telecommunications solutions, such as prepaid wireless, prepaid Internet, various point of sale technologies and the deployment of a Voice Over the Internet Protocol (VOIP) network. Telemax Global integrates its telephony and computer technologies to route voice and data traffic around the world using a sophisticated prepaid calling platform. The Company has significant competitive advantages, which include 24 hour/7 day a week customer service and its growing licensing arrangements in high volume, under-served emerging markets.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements.
For more information contact:
Mr. Evan Karras, President & CEO Mr. Jeffrey L. Salzwedel, President Telemax Global Communications, Inc. Salzwedel Financial Communications, Inc. Tel: (800) 850-7790 Tel: (503) 638-7777 |
EXHIBIT 99.2