SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Max Internet Communications, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value per share
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(Title of Class of Securities)
928957109
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(CUSIP Number)
January 26, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 1 of 7
SCHEDULE 13G
CUSIP No. 928957109 Page 2 of 7
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Boxer Partners LLC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,860,662 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,860,662 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,662 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.999% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
OO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 928957109 Page 3 of 7
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
WEC Asset Management LLC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,860,662 (See Item 4)
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,860,662 (See Item 4)
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,662 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.999% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
OO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Max Internet Communications, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
8115 Preston Road, Eighth Floor East, Dallas, TX 75225.
Item 2(a). Name of Persons Filing:
Boxer Partners LLC ("Boxer")
WEC Asset Management LLC ("WEC")
Item 2(b). Address of Principal Business Office or, if None, Residence:
110 Colabaugh Pond Road
Croton-on-Hudson, NY 10520
Item 2(c). Citizenship:
Boxer and WEC are Delaware limited liability companies.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.0001 per share, of the Company
("Common Stock").
Item 2(e). CUSIP Number:
928957109
Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), Check Whether the Persons Filing are a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment advisor in accordance with Rule 13-
d(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section (c)(14) of
the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [X]
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentages of securities of the Issuer identified
in Item 1.
(a) Amount beneficially owned:
Page 4 of 7
1,860,662 shares of Common Stock*
(b) Percent of class:
9.999% (based on 17,678,242 shares of Common Stock
outstanding as reported in the Company's Quarterly Report
on Form 10QSB for the quarter ended March 30, 2000).
(c) Number of shares to which Boxer has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
1,860,662 shares of Common Stock*
(iii) Sole power to dispose or to direct the disposition
of:
-0-
(iv) Shared power to dispose of or direct the
disposition of:
1,860,662 shares of Common Stock*
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
_____________________________
* Includes a portion of: (i) 301,468 shares of Common Stock currently
issuable to Boxer upon conversion of 7,500 shares of the Company's
Series C Convertible Preferred Stock owned by Boxer and (ii)
1,262,363 shares of Common Stock currently issuable to Boxer upon the
exercise of certain warrants issued to it by the Company. The holder
of such securities is prohibited from using them to acquire shares of
Common Stock to the extent that such acquisition would result in such
holder, together with any affiliate thereof, beneficially owning in
excess of 9.999% of the outstanding shares of Common Stock following
such acquisition. This restriction may be waived by the holder of
such securities on not less than 61 days' notice to the Company. WEC,
as the manager of Boxer, has shared voting and dispositive power over
the shares of Common Stock to which this report relates and may be
deemed to be the beneficial owner of the shares of Common Stock to
which this report relates.
Page 5 of 7
Item 10. Certification.
By signing below, the each of undersigned certify that, to the
best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
such purpose or effect.
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: June 22, 2000
Boxer Partners LLC
By: WEC Asset Management LLC
By: /s/ Ethan Benovitz
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Ethan Benovitz, Managing Director
WEC Asset Management LLC
By: /s/ Ethan Benovitz
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Ethan Benovitz, Managing Director
Page 7 of 7
