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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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CANMAX, INC.
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(Name of Issuer)
Without par value common stock
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(Title of Class of Securities)
137642 20 3
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(CUSIP Number)
Thomas J. Spackman, Jr. 2602 McKinney Ave., Suite 220, Dallas, TX
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 29, 1998
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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(b)(3) or (4), check the following
box / /.
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))
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CUSIP NO. 136742 20 3 Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Thomas J. Spackman, Jr.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
WC & PF
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(5) Check 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
Texas
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Number of Shares (7) Sole Voting
Beneficially Owned Power 863,364
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 863,364
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
863,364
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
N/A
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(13) Percent of Class Represented by Amount in Row (11)
10.6%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
AMENDMENT #3
ITEM 1. SECURITY AND ISSUER
This statement relates to the without par value common stock of
Canmax, Inc. ("Canmax " or "Company"). Canmax's principal executive
offices are located at 150 W. Carpenter Freeway, Irving, Texas 75039.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) & (c)
Founders Equity Group, Inc. ("Founders Equity")
2602 McKinney, Suite 220
Dallas, Texas 75204
Founders Equity is a Texas Corporation whose principal business is
investments and whose officers are:
Scotty D. Cook Chairman
Thomas J. Spackman, Jr. President
(d) Founders Equity has not been convicted in a criminal proceeding
during the last 5 years.
(e) Founders Equity has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction during
the last 5 years.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Founders Equity acquired the securities from its working capital
accounts. From time to time Founders Equity may syndicate part of its
investments to funds that are under the exclusive control of Founders
Equity. No borrowed funds were used in the transaction. The
securities were acquired directly from the Company in the private
placement.
ITEM 4. PURPOSE OF TRANSACTION
Founders Equity's acquisition of these shares is solely for investment
purposes.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) On April 29, 1997, Founders Equity purchased in a private sale
from a third party 863,364 shares of the Company. This purchase
was disclosed in the original disclosure filing. On December 15,
1997, the Company and Founders Equity entered into a Convertible
Debenture Loan Agreement pursuant to which the Company issued to
Founders Equity a $500,000 Convertible Debenture.
On March 31, 1998 and May 15, 1998, the Company and Founders
Equity modified the Convertible Debenture Loan Agreement
originally entered into on December 15, 1997, pursuant to which
the Company issued to Founders Equity an additional $1,000,000
Convertible Debenture yielding a 12% interest rate and reissued
the $500,000 Convertible Debenture referenced above. Interest is
payable monthly and if not sooner redeemed or converted, matures
April 1, 1999. The Debenture may be redeemed at 100% of face
value on any interest payment date and subject to conversion
rights. The Convertible Debenture is initially convertible at
$1.00 per share of preferred stock, and $0.80 per share of common
stock; however, this price is subject to anti-dilution provisions
found within the Debentures. Upon conversion of the Convertible
Debenture into common stock, Founders Equity would own 2,738,364
shares, or approximately 27.42% of the common stock of the
Company.
(b) Number of shares as to which Founders Equity has:
(i) Sole power to vote on to direct the vote: 863,364
(ii) Shared power to vote on to direct the vote: - 0 -
(iii)Sole power to dispose or to direct the disposition: 863,364
(iv) Shared power to dispose or to direct disposition: - 0 -
(c) Founders Equity has not effected any transaction in the
securities of the Company prior to the transaction disclosed
herein, other than any transactions previously disclosed.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES FOR THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
6/2/98 /s/ Thomas J. Spackman, Jr.
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Date Thomas J. Spackman, Jr.
President
