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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Amendment No. 1
MediaX Corporation
(Name of Issuer)
Common Stock, $ 0.0001 par value per share
(Title of Class of Securities)
58447C-201
(CUSIP Number)
August 24, 1999
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 58447C-201
Page 2 of 7 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS Apple Investors LLC
I.R.S. IDENTIFICATION NO. 52-2186900
OF ABOVE PERSONS (ENTITIES ONLY)
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
658,815
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
658,815
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
658,815
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES * [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON *
OO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 58447C-201
Page 3 of 7 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY) WEC Asset Management LLC
52-2146721
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
658,815
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
658,815
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
658,815
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES * [X]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.9%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON *
OO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 58447C-201
Page 4 of 7 Pages
Item 1(a). Name of Issuer:
The name of the issuer is MediaX Corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 8522 National
Boulevard, Suite 110, Culver City, CA 90232.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Apple Investors LLC, a limited liability company
organized under the laws of the State of Delaware with respect to
the Convertible Debentures and Warrants to purchase shares of
Common Stock beneficially owned by it; and
(ii) WEC Asset Management LLC, a limited liability company
organized under the laws of the State of Delaware, with respect
to the shares of Apple Investors LLC.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is
1 World Trade Center, Suite 4563, New York, New York 10048.
Item 2(c). Citizenship:
Apple Investors LLC is a limited liability company organized under the laws of
the State of Delaware.
WEC Asset Management LLC is a limited liability company organized under the
laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 par value per share (the "Common Stock")
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CUSIP No. 58447C-201
Page 5 of 7 Pages
Item 2(e). CUSIP Number: 58447C-201
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(ii)(G),
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Apple Investors LLC
a) Amount beneficially owned: up to an aggregate of 658,815 shares of
Common Stock issuable upon conversion of the Company's 5.0%
convertible debentures (the "Debentures") and upon exercise of
warrants to purchase shares of Common Stock (the "Warrants") as of
September 10, 1999.
(b) Percent of class: 9.9% The percentage used herein and in the rest
of Item 4 are calculated based upon there being 5,995,885 shares
of Common Stock outstanding as reflected in the Form 10K-SB filed
by the Company with the Securities and Exchange Commission (the
"Commission") on December 31, 1998.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 658,815
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 658,815
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CUSIP No. 58447C-201
Page 6 of 7 Pages
B. WEC Asset Management LLC
(a) Amount beneficially owned: up to an aggregate of 658,815 shares of
Common Stock issuable upon conversion of the Debentures and upon
exercise of the Warrants.
(b) Percent of class: 9.9%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 658,815
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 658,815
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.
WEC Asset Management LLC, the manager of Apple Investors LLC, shares the power
to dispose of and the power to vote the shares of Common Stock beneficially
owned by Apple Investors LLC. However, WEC Asset Management LLC disclaims
beneficial ownership of these shares. The managing directors of WEC Asset
Management LLC are Ethan Benovitz, Daniel Saks and Mark Nordlicht.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on 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 Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my 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 that purpose or
effect.
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CUSIP No. 58447C-201
Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: September 14, 1999
APPLE INVESTORS LLC
By: WEC ASSET MANAGEMENT LLC
By: /s/Ethan Benovitz
-----------------------------
Name: Ethan Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/Ethan Benovitz
-----------------------------
Name: Ethan Benovitz
Title: Managing Director
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Exhibit I
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the schedule 13G filed
herewith is filed jointly, pursuant to Rule 13d-1(k)(1) of the Securities
Exchange Act of 1934, as amended, on behalf of each of them.
Dated: September 14, 1999
APPLE INVESTORS LLC
By: WEC ASSET MANAGEMENT
By: /s/ Ethan Benovitz
----------------------------
Name: Ethan Benovitz
Title: Managing Director
WEC ASSET MANAGEMENT LLC
By: /s/ Ethan Benovitz
------------------------------
Name: Ethan Benovitz
Title: Managing Director
