SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MAX INTERNET COMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
928957 10 9
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(CUSIP Number)
J. David Washburn, Esq.
Arter & Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
214.761.2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 2000
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for the parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
Reporting Person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NUMBER: 928957 10 9 Amendment No. 2 to Schedule 13D
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(1) Name of Reporting Persons Jasper Resources, Ltd.
I.R.S. Identification
Nos. of Above Person (entities only)
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (see instructions) N/A
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization British Virgin Islands
Number of Shares (7)Sole Voting 2,800,000
Power
Beneficially
(8)Shared Voting 0
Owned by Each Power
Reporting Person (9)Sole Dispositive 2,800,000
Power
with:
(10)Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 2,800,000
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 15.8%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
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<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
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Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the common stock,
par value $.0001 per share (the "Common Stock") of Max Internet
Communications, Inc. (the "Issuer") filed by Jasper Resources,
Ltd. (the "Reporting Person") filed originally on April 13, 1999
and subsequently amended on May 14, 1999 is hereby further
amended and supplemented by this Amendment No. 2 as set forth
herein.
ITEM 1. Security and Issuer.
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NOT AMENDED.
ITEM 2. Identity and Background.
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NOT AMENDED.
ITEM 3. Source and Amount of Funds or Other Consideration.
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NOT AMENDED.
ITEM 4. Purpose of Transaction.
----------------------
The response to Item 4 is hereby amended to add the
following:
On July 18, 2000, the Reporting Person disposed of
an aggregate of 3,000,000 shares of Common Stock of the
Issuer in two separate privately negotiated
transactions at a price of $3.00 per share for an
aggregate sales price of $9,000,000. See Item 5(c) to
this Amendment No. 2 for further information concerning
the Reporting Person's sales transactions.
ITEM 5. Interests in Securities of the Issuer.
-------------------------------------
The response to Item 5 is hereby amended and restated,
in its entirety, to read as follows:
(a) As of the filing hereof, the Reporting Person
is the beneficial owner of 2,800,000 shares of
Common Stock constituting approximately 15.8% of
the outstanding Common Stock of the Issuer (based
on 17,734,242 shares of Common Stock outstanding
at June 1, 2000 pursuant to the Issuer's
Registration Statement on Form S-3 (Registration
Statement No. 333-31392) declared effective by the
U.S. Securities and Exchange Commission as of
July 12, 2000 (the "Registration Statement")).
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<PAGE>
(b) The Reporting Person has sole voting and
dispositive power over the shares identified in
response to Item 5(a) above.
(c) As of July 18, 2000, the Reporting person
sold an aggregate of 3,000,000 shares of the
Issuer's Common Stock in two separately negotiated
private transactions raising aggregate gross
proceeds to the Reporting Person of $9,000,000.
Both of these transactions were registered with
the U.S. Securities and Exchange Commission
pursuant to the Registration Statement declared
effective July 12, 2000.
Except as noted herein, the Reporting Person
has not effected any other transactions in the
Issuer's securities, including its shares of
Common Stock, within sixty (60) days preceding the
date hereof.
(d) NOT AMENDED.
(e) NOT AMENDED.
ITEM 6. Contracts, Arrangements, or Understandings or
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Relationships with Respect to Securities of the Issuer.
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NOT AMENDED.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
NOT AMENDED.
[Signature Page Follows]
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<PAGE>
After reasonable inquiry, and to the best of their knowledge
and belief, the undersigned certifies that the information set
forth in this Amendment No. 2 is true, complete and correct.
Date: July 19, 2000
JASPER RESOURCES, LTD.
By: /s/ BRAHIL SANTOS
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Brahil Santos, Director
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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