<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MEDIAX CORPORATION
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
_______________________________________________________________________________
(Title of Class of Securities)
989316
(CUSIP Number)
Ted Ralston
241 Hartford Court
Lima, Ohio 45805
Telephone (419) 235-5121
_______________________________________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 2, 1998
_______________________________________________________________________________
(Date of Event which Requires Filing 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 Rule 13d-1(b)(3) or (4), check the following space.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other 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
disclosures provided in a prior cover page.
The information required on 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). (Continued on following page(s))
<PAGE>
CUSIP No. 989316 13D
________________________________________________________________________________
________________________________________________________________________________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ted Ralston
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds* PF
________________________________________________________________________________
5 Check Box if Disclosure of Legal Proceedings is Required
[ ]
________________________________________________________________________________
6 Citizenship or Place of Organization United States
7 Sole Voting Power
200,000 shares
Number of ____________________________________________________________
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By ____________________________________________________________
Each 9 Sole Dispositive Power
Reporting 200,000 shares
Person __________________________________________________________
With 10 Shared Dispositive Power
0 shares
______________________________________________________________________________
11 Aggregate Amount Beneficially Owned By Each Reporting Person
200,000 shares
______________________________________________________________________________
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
[ ]
_______________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
8.4%
_______________________________________________________________________________
14 Type of Reporting Person*
IN
________________________________________________________________________________
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
This statement, dated December 18, 1998, relates to ownership of certain
securities of MediaX Corporation (the "Issuer") by the reporting person.
ITEM 1. SECURITY AND ISSUER.
(a) Common Stock, $.0001 par value per share (CUSIP No. 989316)
("Common Stock").
(b) Warrants ("Warrants") entitling the reporting person to purchase an
aggregate of 2,439,000 shares of Common Stock at exercise prices ranging from
$0.10 to $0.40 per share with an expiration date of September 7, 2001. The
Warrants, by their terms, are immediately exercisable. However, as set forth
in Item 4, exercise of the Warrants is subject to certain limitations
pursuant to a subsequent agreement entered into between the Issuer and the
reporting person.
(c) MediaX Corporation
8522 National Boulevard, Suite 110
Culver City, California 90232
ITEM 2. IDENTITY AND BACKGROUND.
(a) Ted Ralston.
(b) Address: 241 Hartford Court, Lima, Ohio 45805.
(c) Principal Occupation: Salesman.
(d) Within the last five (5) years, the reporting person has not been
convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors, if any).
(e) Within the last five (5) years, the reporting person has not been a
party to any civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of a violation with
respect to such laws.
(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
The reporting person obtained the Warrants in exchange for the
performance of services to the Issuer pursuant to a Consulting Agreement
between the Issuer and the reporting person dated July 2, 1998 (the
"Consulting Agreement"). The reporting person exercised the Warrants and
purchased 200,000 shares of Common Stock on December 1, 1998. The reporting
person used his personal funds to pay the exercise price.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person acquired the shares of Common Stock for purposes of
investment. Pursuant to a letter agreement (the "Letter Agreement") with the
Issuer dated November 18, 1998, the Warrants cannot be exercised for more
than 200,000 shares of Common Stock during any 60 consecutive day period and
also
3
<PAGE>
may not be exercised if the exercise would result in the aggregate number of
shares of Common Stock owned by the reporting person exceeding 9.5% of the
Issuer's outstanding shares of Common Stock. The Letter Agreement also
precludes the reporting person from selling more than 200,000 shares of
Common Stock during any 60 consecutive day period.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The reporting person beneficially owns 200,000 shares of Common
Stock. In addition, the reporting person is the owner of Warrants to purchase
2,439,000 shares of Common Stock. None of the Warrants may be exercised
during the next 60 days. Based on 2,380,375 shares of Common Stock
outstanding as of December 16, 1998 (as reported by the transfer agent of the
Issuer), the 200,000 shares of Common Stock beneficially owned by the
reporting person represent 8.4% of the Issuer's outstanding shares of Common
Stock as of such date.
(b) The reporting person has the sole power to vote and to dispose of
all the shares of Common Stock that are reported as beneficially owned by the
reporting person pursuant to paragraph (a).
(c) On December 1, 1998, the reporting person exercised Warrants to
purchase 200,000 shares of Common Stock from the Issuer at a price of $0.10
per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Warrants were issued to the reporting person pursuant to the
Consulting Agreement and are subject to terms of the Consulting Agreement and
the Letter Agreement. Exercise of the Warrants and transfer of shares of
Common Stock acquired upon exercise of the Warrants is subject to the
restrictions set forth in the Letter Agreement as described in Item 4.
Except for the circumstances discussed or referred to above, there are no
contracts, arrangements, understandings, or relationships with respect to the
securities of the Issuer between the Issuer and the reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
4
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned hereby certifies that the information set forth in
this Schedule is true, complete, and correct.
Date: December 18, 1998 /s/ TED RALSTON
-----------------------------------
Ted Ralston
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
5
