CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 16, 2001
Date of Report
(Date of Earliest Event Reported)
MAX DEVELOPMENT, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1474940
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
15245 Shady Grove Road
Suite 400
Rockville, MD 20850
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(Address of principal executive offices (zip code))
(301) 947-8010
(301) 947-8087 (fax)
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(Registrant's telephone number, including area code)
Max Development, Inc.
6025 S. Quebec Street, Suite 150
Englewood, CO 80111
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(Former Name and Former Address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 16, 2001 the Company entered into a Share Exchange Agreement (the
"Share Exchange Agreement") with Image World Media, Inc., an international media
company specializing in the production and distribution of various media content
for worldwide distribution across multiple media platforms such as television,
film and Internet. To accomplish the share exchange ("Share Exchange"), which
was completed on November 16, 2001, the Company agreed to issue to the
shareholders of Image, an aggregate of 293,083 shares of its Series A
Convertible Preferred Stock and 8,190,850 shares of its Common Stock. As a
result of the Share Exchange, Image became a wholly-owned subsidiary of the
Company. The shareholders of Image now own the majority of the voting stock of
the Company. The Share Exchange did not require the approval of shareholders of
the Company. A copy of the Agreement is filed as an exhibit to this Form 8-K and
is incorporated in its entirety herein. The foregoing description is modified by
such reference.
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Pursuant to the Share Exchange Agreement, the current board of directors and
officers of Image are to be appointed as the directors and officers,
respectively, of the Company. David Olson resigned as president, chief executive
officer, chief financial officer, and secretary of the Company following the
Share Exchange. Mr. Olson has agreed to remain a director of the Company until
after the expiration of the ten day period beginning on the later of the date of
the filing of the Company's Information Statement with the SEC pursuant to Rule
14f-1 or the date of mailing of such Information Statement to the Company's
shareholders. With the exception of Mark Elenowitz, whose term as a director
will begin immediately, the Image directors will not begin their terms until the
Company has complied with the requirements of Rule 14f-1 which is expected to
occur on November 29, 2001. However, the Image officers will begin taking over
the operations of the Company immediately.
As a result of the transaction with Image and the related issuance of 8,190,850
shares of Common stock and 293,083 shares of the Company Series A Convertible
Preferred Stock to Image shareholders, the following persons are known to the
Company to own 5% or more of the Company's Voting Stock:
PERCENT OF OUTSTANDING
NAME AND ADDRESS NUMBER OF VOTING SHARES VOTING SHARES
- ---------------- ----------------------- -------------
Danny L. McGill 9,900,680 41.24%
43A Tanjong Pagar Road
Singapore 088464
Global Entertainment Holdings 2,500,000 10.41%
39 South LaSalle Street
Suite 600
Chicago, IL 60603
Kamal Sidhu 2,402,920 10.01%
43A Tanjong Pagar Road
Singapore 088464
MHE, Inc 1,200,000 5.00%
15245 Shady Grove Road
Suite 400
Rockville, MD 20850
All directors and officers 18,394,219 76.2%
As a group (10 persons)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As a result of the Share Exchange, MAXD acquired 100% ownership of Image World
Media, Inc. ("IMAGE") and its subsidiary Interruption Television PTE, Ltd.
("ITPL"), a Singapore based media company.
BACKGROUND OF IMAGE
Image World Media ("IMAGE") is an international media company, incorporated in
Delaware, specializing in the production and distribution of various media
content for worldwide distribution across multiple media platforms such as
traditional television, film, and the Internet.
The Company, through IMAGE, plans to build the next generation entertainment
company; utilizing a low cost digital broadcast platform to feed Asia, and the
global Asian market via the Asian-based Image network. The Company, through its
acquisition of IMAGE now owns all existing assets of ITPL, a media company based
in Singapore. ITPL has been in business since 1997 producing content and
procuring global distribution for its programs. In order, to dramatically reduce
costs, the bulk of its programming and content will be produced in Asia at the
ITPL's Singapore facilities.
The Company plans to build a global media brand by:
o Launching the Image Network, an Asian-based television
network, feeding Asia and the Asian community throughout the
rest of the world.
o Building a low cost digital broadcast platform utilizing
advantages gained from our relationships with various
satellite enterprises.
o Acquiring Direct-to-Home (DTH) license(s) for India (and other
Asian nations) and utilizing our digital launch platform to
launch DTH service.
o Building a globally recognized media and entertainment brand.
o Creating a joint venture to distribute Image programming in
China and Chinese programming internationally.
o Capitalize on the organization and worldwide growth of the
Indian film industry.
To accomplish its goals, the Company plans to raise funds through securities
offerings and/or debt financing within the next twelve months. Although
management intends to explore all available alternatives for debt and/or equity
financing, including but not limited to private and public securities offerings,
there can be no assurance that additional capital can be obtained. In the event
that only limited additional financing is received, the Company expects its
opportunities in the media industry to be limited to partnering, joint ventures,
or similar such arrangements whereby the Company joins with others having the
entertainment content and distribution channels to deliver the content produced
by ITPL. Even if the Company succeeds in obtaining the level of funding
necessary to acquire the content or production rights for certain programming,
funds spent to obtain these rights may prove worthless and/or extended periods
of time may elapse between the expenditure of funds and the recognition of
income from a property and, further, such opportunities may still not be enough
to enable the Company to realize a profit.
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COMPETITION.
The media and television industry is highly competitive. Image competes with,
and will compete with, many organizations, including major film studios,
independent production companies, individual producers and others, including
networks, who seek the rights to attractive literary properties, the services of
creative and technical personnel, the financing for production of film and
television projects and favorable arrangements for the distribution of completed
films. Many competitors are substantially larger in size and capacity and have
greater financial and personnel resources as well as longer operating histories.
In addition, the media and television industry is currently evolving into an
industry in which certain multinational, multi-media entities, including:
Viacom/CBS/Paramount, The News Corporation/Twentieth Century Fox, The Walt
Disney Company-ABC, AOL/Time Warner and Vivid/Universal. These multinational
competitors expected to be in a position to dominate certain communications
industry activities. These competitors have numerous competitive advantages,
including the ability to acquire financing for their projects and attract
superior properties, personnel, actors and/or celebrity hosts
EMPLOYEES
The Company currently employees 4 full time and 3 part time employees in its US
based headquarters or satellite offices in the US and 10 full time and no part
time employees at its production facilities located at 43A Tanjong Pagar Road,
Singapore. The Company may hire additional employees on a part time or
independent contractor basis in connection with certain projects in Singapore.
The Company does not intend to hire additional US employees in the foreseeable
future.
TRADEMARKS AND PATENTS
ITPL has successfully branded its programs such as "Interruption Television
Inc.", "Interruption Television Pte Ltd", "Exspace.com", "Kamal's Planet Ex",
and "Extreme Asia". However, neither ITPL or Image has formally applied for
protection with the Office of Patents and Trademarks. The value of these brands
is not readily determinable.
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PROPERTY
The Company's corporate and United States offices are located at 15245 Shady
Grove Road, Suite 400, Rockville, MD, 20850. The Company subleases these
corporate offices under a verbal lease agreement with Weisman, Noble, & Moore,
P.C. The current rent for the space is $3,000.00 per month.
Our principal administrative, sales, marketing, and production development
facilities are located at 43A Tanjong Pagar Road, Singapore. The current rent
for the space is $5,000.00 per month and our lease expires in October 2002.
LITIGATION
There is no outstanding material litigation in which the Company is involved and
the Company is unaware of any pending actions or claims against it.
MANAGEMENT
Information as to the directors and officers of the Company is as follow:
NAME POSITION
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Danny L. McGill Chief Executive Officer, Chairman,
Mark H. Elenowitz President, Director
Allison Creely Chief Financial Officer, Director
Philip Robert Braden Chief Operating Officer, Chief Technical
Officer,Director
Kamal Sidhu Senior Vice President Programming and
Production, Director
Dr. Chirinjeev Kathuria Director
Riz Khan Director
Jeffery Lim Senior Vice President Business Development,
Louis E. Taubman General Counsel and Secretary
Michael R. Boswell Executive Vice President US Operations and
Corporate Development
DANNY L. MCGILL. Danny L. McGill is the Chief Executive Officer and Chairman of
Image World Media, Inc. He is responsible for the establishing the overall
strategic direction of the company. Mr. McGill brings to IMAGE a wealth of
experience in the media and entertainment industries, and is a pioneer in the
Asian media revolution. He has spent the last ten years developing and launching
some of Asia's most successful programming and broadcast channels. Mr. McGill,
the founder of ITPL, was born in Okinawa, Japan, to a Chinese mother and an
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Irish-American father. He spent his early years in Asia, North America, South
America and Europe. Mr. McGill attended The Parson's School of Design in New
York City on a full scholarship and was recruited by Flamingo Knitwear in London
as their Head Designer. After a year, he joined the newly formed Robert Maxwell
Menswear and was integral to the company's exponential growth from (pound)70,000
to (pound)7,000,000 within one year. From there, in 1985, Mr. McGill returned to
Asia to work for the Beijing Automation Institute and REC Enterprise as Design
Engineer. It was there that he developed his Mandarin linguistic skills,
pioneering spirit and worldly business acumen, negotiating and completing within
a year, the set up of three turnkey suit manufacturing plants. Chauvin
International, a U.S. Menswear company, then recruited him. It was there that
Danny created the highly successful clothing and accessory line, B.U.M.
Equipment. He spent a further six years as V.P. of Design and Marketing for
several large garment companies, including the popular line, Bugle Boy. Mr.
McGill's musical skills brought him to Asia from Los Angeles, when MTV
discovered his Pan-Asian appeal and offered him a position with soon-to-launch
MTV Asia. He spent the next 10 years as on-camera talent as well as the single
most productive producer in the company. He was instrumental in launching MTV
Asia in 1991 under the Star TV banner. He then became an integral part of the
core team that launched Channel [V] for News Corp's entry into Asia and finally,
MTV India in 1996. In 1997, Mr. McGill launched Interruption Television Pte.
Ltd., formulating an integrated, three-pronged approach to the broadcast/
promotional and Internet arenas while building a 400 million household
distribution base for ITPL's award-winning in-house branded programs. His vision
is to create a media company with global savvy enabling it to produce content
from centralized sources and distributed via multiple "New Media" and
traditional mediums.
MARK H. ELENOWITZ. Mark H. Elenowitz is a Director and President of Image World
Media, Inc. In this role he is responsible for the company's overall corporate
development and corporate finance. He is charged with developing, sourcing and
negotiating acquisitions and strategic partnerships for Image World Media, Inc
and its subsidiaries. He also guides corporate strategy, ensuring that the firm
stays on-track to meet its long-term goals and objectives. Mr. Elenowitz is a
co-founder and managing director of TriPoint Capital Advisors, LLC. Mr.
Elenowitz integrates a strong, successful entrepreneurial background with
extensive financial services and capital markets experience. He is also the
senior managing director of Investor Communications Company, LLC (ICC), and a
national investor relations firm he founded in 1996. Mr. Elenowitz has worked
with over thirty publicly traded companies providing financial consulting and
strategic planning services. Mr. Elenowitz is the recipient of several
entrepreneurial awards. He is a graduate of the University of Maryland School of
Business and Management, with a Bachelor of Science in Finance.
ALLISON CREELY. Allison Creely is a Director and the Chief Financial Officer of
the Company. In addition to directing the financial operations of the Company,
she is a principal member of the investment development team. Ms. Creely has
over fourteen years of finance and accounting experience. Prior to joining the
Company, she was the Chief Financial Officer of GroupNow, Inc. a private
diversified financial services company. Ms. Creely has held financial management
roles at Samsonite Corporation, W.R. Grace & Co., Scott Paper Company, and
Coca-Cola Enterprises. She also served as an auditor for Ernst & Young, LLP. Ms.
Creely holds an MBA from the University of North Florida and is a Certified
Public Accountant.
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PHIL BRADEN. Philip Braden is a Director and the Chief Operating Officer and
Chief Technical Officer for Image World Media, Inc. Mr. Braden is in charge of
all technical operations for Image. He combines many years of experience in
satellite, cable and Internet distribution of television and other forms of
content including data and has built a total of three international content
distribution businesses from inception to successful implementation. Mr. Braden
was most recently was Senior Vice President and Chief Sales Officer of Mindport
Broadband USA. Prior to this he was the President and COO of Authentium Inc, a
spin off from Mindport and prior to that was President & CEO of Mindport Inc.
USA & Mindport Solutions BV, a successful business focused on security and
software solutions for the global cable and satellite television industry.
Before Mindport, Mr. Braden was the Executive Vice President of Orbit
Communications Company, the Rome based digital Pay TV Operator for the Middle
East and the world's first digital MPEG DTH service. Mr. Braden oversaw the
ground up design and implementation of the business and was the deputy to the
CEO until leaving in 1999 for Mindport. Prior to Orbit, Braden led the project
team that designed and built Star TV, the Hong Kong based satellite broadcaster
now owned by News Corporation. Mr. Braden was also a Director of Channel K TV
(Pte) Ltd, Singapore, which he founded, designed and built an independent
Karaoke TV satellite & cable broadcaster. Earlier in his career he was General
Manager of MediaVision Ltd., where he was in charge of the Hong Kong production
& postproduction center, Presentation Supervisor for Television South Plc., UK
and Supervisory Engineer, TV-am Plc., UK. Mr. Braden earned a Higher National
Diploma, Electrical & Electronic Engineering Huddersfield University & College
GCE's at A, AO & O level & Various Courses in Management, Television
Engineering, Film & Telecine.
KAMAL SIDHU. Kamal Sidhu is a Director and the Senior Vice President of
Programming and Production for Image World Media, Inc. She is responsible for
coordinating programming and production operations across our multiple media
channels. She brings Image a proven track record of success across the Asian
television and film industry. Ms. Sidhu has produced and headlined five of
Asia's most success youth-oriented television shows. In 1997, Ms. Sidhu
co-founded Interruption Television with Danny McGill becoming the co-producer
and host of Planet EX and MuchMusic Asia. Ms. Sidhu and her program received two
nominations in the Best Presenter category for the Asian Television Awards 2000.
Ms. Sidhu has 10 years of experience in entertainment and the Asian TV industry
since being scouted by media tycoon, Richard Li and STAR TV, Viacom's MTV Asia
and News Corp's Channel V. Her popularity is evident by MTV naming a show after
her, Kamal Sutra. Her multi-talents, both on and off camera place her in a truly
multi-tasking role. Ms. Sidhu's visibility in 400 million households worldwide
via Planet Ex and her knowledge of the industry makes her irreplaceably valuable
as a corporate spokesperson. For this reason she will also fill several duties
within the corporate communications arena for the company. Ms. Sidhu studied
Human Kinetics, BSC at the University of Ottawa, Canada where she competed
nationally in Track and Field.
DR. CHIRINJEEV KATHURIA. Dr. Chirinjeev Kathuria has served as a Director of
Image World Media since its founding in 2001. Dr. Kathuria has established and
built companies in highly competitive industries that have succeeded through the
deployment of unique business strategies. These companies, include: (1) The
X-Stream Networks, Inc., once the third largest Internet service provider
("ISP") in the UK prior to its merger with Liberty Surf. Under Dr. Kathuria's
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leadership, X-Stream became profitable and moved from its near last position to
becoming third-largest ISP; (2) Livedoor Group, Inc., one of Japan's largest
ISPs with over one million subscribers; (3) Koshika Telecom Ltd., a digital
cellular mobile telephone company which reaches over 300 million consumers in
India. In building Koshika, Dr. Kathuria pioneered the concept of replacing
fixed line telecommunications with cellular systems in rural areas by deploying
a network pricing structure that was competitive with fixed line pricing; (4)
MirCorp, Ltd., the world's first company to privately launch and fund manned
space programs. MirCorp sent the first "citizen explorer", Dennis Tito, to
space, thus introducing the concept of space tourism. MirCorp is a joint venture
between Rocket & Science Corporation Energia (RSC), and Gold & Appel; and (5)
Agatal, Inc. which builds, operates and owns broadband wireless local area
networks using 802.11a and 802.11b (WiFi) technology in the healthcare and
residential and commercial high-density unit markets. Dr. Kathuria has also
participated extensively in the privatization of India's telecommunications
industry, and was involved with Arthur D. Little & Co. in setting up its
Biotechnology and Pharmaceutical consulting practice in Europe. He was also
Manager, Investment Banking Division, Morgan Stanley Asia (NYSE: MWD), and
helped set up their offices in India. Dr. Kathuria holds a Bachelor of Science
and Doctorate of Medicine from Brown University, as well as a Masters of
Business Administration from Stanford University.
RIZ KHAN. Riz Khan is a Director and the President & CEO of News Division. Mr.
Khan is the former host of "Q&A with Riz Khan" and "Q&A Asia with Riz Khan" on
CNN International, as well as anchoring news shows and news events for the
network. The Q&A shows were the network's daily interactive programs, featuring
newsmaker and celebrity interviews, as well as live viewer interaction via
telephone, fax, e-mail and video-mail. Since Mr. Khan's guests have included UN
Secretary Gen. Kofi Annan; U.S. first lady Hillary Rodham Clinton, Queen Noor of
Jordan and paranormalist Uri Geller. He has interviewed authors such as Tom
Clancy, Ken Follett and Helen Fielding; actors such as Kenneth Branagh, Danny
Glover and Sigourney Weaver; musicians such as Sheryl Crow, Yanni and Jonathan
Bell; and athletes such as Michael Johnson and Evander Holyfield; as well as a
host of presidents, prime ministers and ambassadors from around the world. Mr.
Khan has interviewed more world leaders than any other international news
interview show. His notable special coverage has included CNN's world exclusive,
historic and award-winning coverage of the Muslim pilgrimage, The Hajj, from
Mecca in 1998. It was the first time any international news network had been
allowed in to provide extensive, in-depth and live transmissions from this
annual event. In addition, Mr. Khan has hosted CNN coverage from New Delhi,
Jerusalem, Amman, Beirut and Damascus. Before joining CNNI in May 1993, he was a
presenter and reporter with the BBC, anchoring World Service Newscasts since
October 1991. Earlier, Mr. Khan was a presenter and reporter for Central TV in
Birmingham, England, and was a presenter and reporter for BBC Radio 4 and Radio
5. Khan also has reported for national and regional BBC television and radio.
Born in the British colony of Aden in the former South Yemen, Khan has lived in
Britain since 1967 and is a British citizen. In addition to English, he speaks
Urdu, Hindi and has a working knowledge of Punjabi, and other South Asian
languages, along with French and Swedish. Riz Kahn earned a Bachelor of Science
degree with honors in physiology at the University College Cardiff, University
of Wales. He also holds a postgraduate diploma in radio journalism from Highbury
College, Portsmouth, Hampshire.
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JEFFERY LIM. Jeffery Lim is Senior Vice-President of Business Development for
Image World Media, Inc and Director of Interruption Television. Mr. Lim is
responsible for the Company's legal, sales, and marketing activities. He helped
found, and has served as Director of Business Development for Interruption
Television Pte. Ltd. since it was formed in 1997. Prior to ITPL, Mr. Lim served
as Corporate Counsel for the Kuok Group of Companies in Singapore, where he
dealt primarily with corporate legal issues. Mr. Lim studied Law at King's
College in London, where he graduated with honors.
LOUIS E. TAUBMAN, ESQ. Louis E. Taubman is General Counsel and Secretary for
Image World Media, Inc. In this role, he manages all legal aspects of the
Company and has ultimate responsibility to ensure that the company complies with
all local, state and federal laws as well as SEC and NASD regulations. Mr.
Taubman is also a co-founder and partner in TriPoint Capital Advisors, LLC. Mr.
Taubman was formerly Executive Vice President and General Counsel of GroupNow,
Inc. In this role he managed all legal aspects of the company including
strategic planning for GroupNow and structuring of company's acquisitions and
fund management and structure for the company. Mr. Taubman concurrently
maintains a partnership in the boutique securities law firm of Kogan, Taubman
and Neville, LLC located in New York's Financial District. Prior to forming
Kogan, Taubman and Neville, he maintained a private practice wherein he provided
general corporate and securities counsel to various small businesses. Prior to
that, Mr. Taubman served as an attorney in the legal department of Prudential
Securities, Inc. Mr. Taubman provides counsel to both issuers and underwriters
with regard to public and private finance, periodic reporting under the
Securities Exchange Act of 1934, Williams Act reporting, M&A transactions and
corporate governance issues. Mr. Taubman graduated cum laude from New York Law
School and is a member of the New York Bar.
MICHAEL R. BOSWELL. Michael R. Boswell is Executive Vice President of US
Operations and Corporate Development for Image World Media, Inc. In this role he
is responsible for coordinating all US-based Operations and identifying,
valuing, and closing corporate and division-level mergers and acquisitions. Mr.
Boswell is a co-founder and partner in TriPoint Capital Advisors, LLC. Prior to
joining the company, Mr. Boswell was Vice President of Corporate Development for
GroupNow, Inc. In this role he was responsible for identifying, analyzing and
acquiring portfolio companies for GroupNow. Prior to joining GroupNow, Mr.
Boswell was a management consultant for Logistics Management Institute (LMI)
where he advised organizations in business process reengineering, organizational
restructuring, productivity improvements, and acquisition planning and risk
analysis. Prior to LMI, Mr. Boswell spent eight years as a senior analyst and/or
design engineer for various branches of the United States Government. He earned
a MBA from John Hopkins University and a BS degree in Mechanical Engineering
from University of Maryland.
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INDEBTEDNESS OF MANAGEMENT
No member of the management, officers, or directors is or has been indebted to
the Company. No director or officer is personally liable for the repayment of
amounts by any financing received by the Company.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Pursuant to the Share Exchange Agreement, Mr. Olson will resign as President,
CEO and a Director of Max Development Mr. Olson's resignation as an officer will
take place immediately and Mr. Olson's resignation as a director is expected to
be effective on November 29, 2001.
There have been no disagreements between the registrant and Mr. Olson.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant is required to file
financial statements by amendment hereto not later than 60 days after the date
that this Current Report on Form 8-K must be filed.
ITEM 8. CHANGE IN FISCAL YEAR
Image has a December 31 fiscal year end. The fiscal year end of Max is June 30.
The Company will file a Transitional Report on Form 10-KSB, if required.
EXHIBITS
1.1 Share Exchange Agreement between Max Development, Inc. and the
shareholders of Image World Media, Inc., dated November16, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
MAX DEVELOPMENT, INC.
By: /s/ Mark Elenowitz
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Mark Elenowitz
President
Dated: November 20, 2001
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