SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
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 31, 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).
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CUSIP NUMBER: 928957 10 9 Schedule 13D
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(1) Name of Reporting Person Union Industries, 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) OO*
(5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Germany
Number of Shares (7) Sole Voting 1,300,000
Power
Beneficially
(8) Shared Voting 0
Owned by Each Power
Reporting Person (9) Sole Dispositive 1,300,000
Power
with:
(10) Shared Dispositive 0
Power
(11) Aggregate Amount Beneficially Owned 1,300,000
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (see instructions)
(13) Percent of Class Represented by 7.3%
Amount in Row (11)
(14) Type of Reporting Person (see instructions) CO
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* Loan by private seller.
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SCHEDULE 13D
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Filed Pursuant to Rule 13d-1
ITEM 1. Security and Issuer.
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This Statement on Schedule 13D relates to the common stock,
par value $.0001 per share (the "Common Stock") of Max Internet
Communications, Inc. (the "Issuer") and is originally filed by
Union Industries, Ltd. (the "Reporting Person") on August 2, 2000.
The Issuer's principal executive offices are located at 8115
Preston Road, Eighth Floor - East, Dallas, Texas 75225.
ITEM 2. Identity and Background.
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Information has been included below for the Reporting Person
and, pursuant to Instruction C to Schedule 13D, information has
also been included for Clendenin Finance Limited, a British
Virgin Islands corporation likely to be deemed in control of the
Reporting Person (the "Controlling Person"). The Controlling Person
is the sole shareholder of the Reporting Person. Mr. Geraldo Guimaraes
is the sole director of the Controlling Person.
REPORTING PERSON
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(a) Name. The name of the Reporting Person is Union
Industries, Ltd.
(b) Business Address. The business address for the
Reporting Person is P. O. Box 146, Road Town, Tortola,
British Virgin Islands.
(c) Principal Business. The principal business of the
Reporting Person is the purchase, sale, exchange,
acquisition and holding of investment securities.
(d) and (e) Proceedings. During the previous five (5) years,
the Reporting Person has not been convicted in any
criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has the Reporting Person been
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such
that, as a result of such proceeding, the Reporting
Person was, or is subject to, a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) Place of Organization. The Reporting Person is a
corporation organized under the laws of the British
Virgin Islands.
CONTROLLING PERSON
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(a) Name. The name of the Controlling Person is Clendenin
Finance Limited.
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(b) Business Address. The business address for the
Controlling Person is P. O. Box 146, Road Town,
Tortola, British Virgin Islands.
(c) Principal Business. The principal business of the
Controlling Person is the purchase, sale, exchange,
acquisition and holding of investment securities. The
Controlling Person currently owns only an interest in
the Reporting Person.
(d) and (e) Proceedings. During the previous five (5) years,
the Controlling Person has not been convicted in any
criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has the Controlling Person
been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such
that, as a result of such proceeding, the Controlling
Person was, or is subject to, a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) Place of Organization. The Controlling Person is a
corporation organized under the laws of the British
Virgin Islands.
ITEM 3. Source and Amount of Funds or Other Consideration.
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The Reporting Person (and the Controlling Person in its
capacity as the sole shareholder thereof) is the beneficial owner
of 1,300,000 shares of the Issuer's Common Stock for which the
Reporting Person paid an aggregate of $3,900,000 (U.S.). As
payment for the shares, the Reporting Person executed and
delivered an unsecured promissory note to Jasper Resources, Ltd.,
the seller of the shares. The note, which is attached as
Exhibit 1 hereto and incorporated herein by reference, is payable
upon demand.
ITEM 4. Purpose of Transaction.
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The Reporting Person has acquired an interest in the Issuer
as an investment and with a view toward making a profit
therefrom. Based on a number of factors, including the Reporting
Person's evaluation of the Issuer's business prospects and
financial condition, the market for the Issuer's shares, general
economic and stock market conditions and other investment
opportunities, the Reporting Person may purchase additional
securities of the Issuer through open market or privately
negotiated transactions, or may dispose of all or a portion of
the securities of the Issuer now or hereafter owned by him.
The Reporting Person does not have any current plans or
proposals which would relate to or would result in:
* any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
* a sale or transfer of a material amount of the
assets of the Issuer or any of its subsidiaries;
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* any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the board;
* any material change in the present capitalization
or dividend policy of the Issuer;
* any other material change in the Issuer's business
or corporate structure including, but not limited to,
if the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in
its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
* changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede acquisition of control of the Issuer
by any person;
* causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
* a class of equity securities of the Issuer
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
* any action similar to any of those enumerated above.
The Reporting Person reserves the right to determine in the
future to change the purpose or purposes described above.
ITEM 5. Interests in Securities of the Issuer.
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(a) Aggregate Number and Percentage of Securities. The
Reporting Person is the beneficial owner of 1,300,000
shares of Common Stock of the Issuer, representing
approximately 7.3% of the class (based upon 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).
(b) Power to Vote and Dispose. The Reporting Person (and
the Controlling Person in its capacity as the sole
shareholder thereof) has sole voting and dispositive
power over the shares identified in response to
Item 5(a) above.
(c) Transactions Within the Past 60 Days. Except as
noted herein, neither the Reporting Person nor the
Controlling Person has effected any other transactions
in the Issuer's securities, including its shares of
Common Stock, within sixty (60) days preceding the date
hereof.
(d) Certain Rights of Other Persons. Not applicable.
(e) Date Ceased to be a 5% Owner. Not applicable.
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ITEM 6. Contracts, Arrangements, or Understandings or
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Relationships with Respect to Securities of the Issuer.
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Except for the Promissory Note referenced in response to
Item 3 above, the Reporting Person does not have any contract,
arrangement, understanding or relationship with respect to
securities of the Issuer including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies. Further, the Reporting Person has not
pledged securities of the Issuer nor are the securities of the
Issuer held by the Reporting Person subject to a contingency, the
occurrence of which would give another person voting power or
investment power over such securities.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit 1 - Promissory Note, dated July 31, 2000 by
Union Industries, Ltd. in favor of
Jasper Resources, Ltd.
[Signature Page Follows]
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After reasonable inquiry, and to the best of the Reporting
Person's knowledge and belief, the undersigned certifies that the
information set forth in this Schedule is true, complete and
correct.
Date: July 31, 2000
Union Industries, Ltd.
By: /s/ GERALDO GUIMARAES
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Geraldo Guimaraes
Director
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. XEC. 1001).
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