UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. ___)(1)
MEGAMEDIA NETWORKS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
58516G-10-9
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(CUSIP Number)
SANDRA C. GORDON, ESQ.
GREENBERG TRAURIG, P.A.
111 NORTH ORANGE AVENUE, 20TH FLOOR
ORLANDO, FLORIDA 32801
(407) 420-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 2, 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 Rule 13d-1(e), 13d-1(f) or 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(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(PAGE 1 OF 4 PAGES)
(1) The remainder of this cover page shall be filled out for a reporting
person' 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" sfor the purpose of Section 18 of the Securities Exchange
Act of 1934 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>
SCHEDULE 13D
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CUSIP NO. 58516G-10-9 Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEXTTRAFFIC, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE CORPORATION
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7 SOLE VOTING POWER
3,250,000
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,250,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.82%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 58516G-10-9 PAGE 3 OF 4 PAGES
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, par value $.01 per share (the "Common Stock"), of
MegaMedia Networks, Inc., a Delaware corporation (the "Company"). The address of
the Company's principal executive offices is 57 West Pine Street, Orlando,
Florida 32801.
ITEM 2. IDENTITY AND BACKGROUND.
The name, place of organization and business address of the reporting
person is NextTraffic, Inc., a Delaware corporation ("NextTraffic"), 100 South
Orange Avenue, Suite 1000, Orlando, Florida 32801. NextTraffic's principal
business is as an Internet traffic consolidator who provides its clients with
Internet traffic. Information relating to the officers, directors and
stockholders of NextTraffic is as follows:
Harry Timmons President, Director and owner of 250 shares
of common stock (25% of total outstanding)
William Barber Secretary, Director and owner of 250 shares
of common stock (25% of total outstanding)
David G. Marshlack Director and owner of 250 shares of common
stock (25% of total outstanding)
William A. Mobley, Jr. Director and owner of 250 shares of common
stock (25% of total outstanding)
Neither NextTraffic nor any of its officers, directors or principal
stockholders has, during the past five years, (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All 3,250,000 shares of Common Stock beneficially owned by NextTraffic
were acquired as an inducement for NextTraffic to enter into that certain
Internet Traffic Agreement with the Company, dated as of January 7, 2000 (the
"Internet Traffic Agreement"), pursuant to which NextTraffic agreed to supply
Internet traffic to the Company's website in exchange for a monthly fee equal to
25% of all purchases of the Company's services made by visitors to the Company's
website that are supplied to the Company by NextTraffic.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock acquired by NextTraffic were acquired and
are being held as an investment. NextTraffic intends to review on a continuing
basis his investment in the Company and may, depending on its evaluation of the
Company's business and prospects and upon future developments, determine to
increase or decrease, or continue to hold as an investment or dispose of, its
investment in the Company. Except as set forth above, NextTraffic does not have
any present plans or proposals which relate to or would result in: (a) the
acquisition or disposition by any person of additional securities of the
Company, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries, (d) any change, in the present
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (e) any material change in the present capitalization or
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) any change in the Company's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition or control of the Company by any person, (h) a class of securities
of the Company to be delisted from a national securities exchange or cease being
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, or (j) any action similar to any of
those enumerated above.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 58516G-10-9 PAGE 4 OF 4 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of shares of Common Stock beneficially owned by
NextTraffic is 3,250,000, comprising approximately 22.82% of the outstanding
shares of Common Stock.
(b) NextTraffic has sole voting and sole dispositive power with respect
to all 3,250,000 shares.
(c) During the past 60 days, transactions in the Company's securities
by NextTraffic, beneficially or otherwise, are as follows:
(i) Acquisition of 3,250,000 shares of Common Stock as an
inducement to enter into the Internet Traffic Agreement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described above, there are no contracts, arrangements,
understandings or relationships with respect to the securities to which
NextTraffic is a party or subject.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 30, 2000 NEXTRAFFIC, INC.
By: /s/ HARRY TIMMONS
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Harry Timmons
President
