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OMB APPROVAL
UNITED STATES --------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-01-0145
Washington, D.C. 20549 Expires: October 31, 1994
Estimated average burden
hours per form.... 14.90
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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, Texas
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
12/15/97
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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))
Page 1 of 3 Pages
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CUSIP No. 136742 20 3 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC & PF
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
TEXAS
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 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
863,364
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
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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 a private
placement.
ITEM 4. PURPOSE OF TRANSACTION
Founders Equity's acquisition of these shares is solely for investment
purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) On April 29, 1997, Founders Equity purchased in a private sale
from a third party 803,364 shares of the Company. This
purchase was disclosed in the original disclosure filing. On
December 15, 1997, the Company and Founders
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Page 4 of 4 Pages
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Equity entered into a Convertible Debenture Loan Agreement
pursuant to which the Company issued to the Founders a $500,000
Convertible Debenture yielding an 10% interest rate. Interest is
payable monthly and if not sooner redeemed or converted, matures
January 1, 1999. The Debenture may be redeemed at 110% of face
on any interest payment date and subject to conversion rights.
The Convertible Debenture is initially convertible at $1.25 per
share; however, this price is subject to anti-dilution provisions
found within the Debentures. Upon conversion of the Convertible
Debenture, Founders Equity would own 1,203,364 shares, or
approximately 19% of the common stock of the Company.
(b) Number of shares as to which Founders Equity has:
(i) Sole power to vote or to direct the vote: 863,364
(ii) Shared power to vote or 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 and
the original 130 filed.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
1/29/98
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(Date
/s/ Thomas J. Spackman, Jr.
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(Signature)
/s/ Thomas J. Spackman, Jr.
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(Name/Title)
Thomas J. Spackman, Jr., President
