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)
June 14, 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 5
SCHEDULE 13G
CUSIP No. 928957109 Page 2 of 5
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Millennium Partners, L.P.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 1,175,718 (See Item 4)
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,175,718 (See Item 4)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,718 (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)
6.24% (See Item 4)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
PN
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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:
Millennium Partners, L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o Millennium Management, L.L.C.
666 Fifth Avenue
New York, New York 10103
Item 2(c). Citizenship:
Cayman Islands
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.
Page 3 of 5
(a) Amount beneficially owned:
1,175,718 shares of Common Stock*
(b) Percent of class:
6.24% (based on the sum of 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
and 1,130,505 shares of Common Stock issuable upon
conversion of 3,750 shares of the Company's Series C
Convertible Preferred Stock).
(c) Number of shares to which the reporting person has:
(i) Sole power to vote or direct the vote:
1,175,718 shares of Common Stock*
(ii) Shared power to vote or direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition
of:
1,175,718 shares of Common Stock*
(iv) Shared power to dispose of or direct the
disposition of:
-0-
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.
__________________________
* Includes: (i) 904,404 shares of Common Stock currently issuable to
the reporting person upon conversion of 30,000 shares of the
Company's Series C Convertible Preferred Stock owned by the
reporting person and (ii) 271,314 shares of Common Stock currently
issuable to the reporting person upon the exercise of a warrant
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.
Page 4 of 5
Not applicable.
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.
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 26, 2000
Millennium Partners, L.P.
By: /s/ Terry Feeney
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Name: Terry Feeney
Title: Chief Administration Officer
Page 5 of 5
