MMAX MEDIA, INC. (Form: 8-K, Received: 05/06/2013 09:30:07)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2013

MMAX MEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-53574

20-4959207

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2400 E. Commercial Blvd., Suite 612, Ft. Lauderdale, FL 33308

(Address of principal executive offices) (Zip Code)

1-800-991-4534

(Registrant’s telephone number, including area code)

511 N.E. 3rd Avenue, 1 ^st Floor, Fort Lauderdale, Florida 33301

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01

OTHER EVENTS

On April 30, 2013, MMAX Media, Inc. (the “Company”) received notice from the Financial Industry Regulatory Authority (“FINRA”) that the Company’s reverse split of 69 to 1 (the “Reverse Split”) shall be effective on May 17, 2013. The Reverse Split had been previously approved and authorized by the board of directors and majority holders of the Company’s common stock and, as a result, (i) every 69 shares of the Company’s outstanding common stock will be converted into 1 share of the Company’s common stock, and (ii) the issued and outstanding common stock of the Company shall decrease from 375,852,636 to 5,447,140, subject to the “rounding up” of fractional shares to the nearest whole number. The Company also received approval from FINRA for its name change from “MMAX Media, Inc.” to “PayMeOn, Inc.” (the “Name Change”). Effective May 17, 2013 the Company’s quotation symbol shall change to “MMAXD” to reflect the Reverse Split. Twenty (20) business days thereafter the symbol shall change from “MMAXD” to “PAYM” to reflect the Name Change. A copy of the Articles of Amendment reflecting the Reverse Split and Name Change is attached to this Current Report on Form 8-K as Exhibit 3.1.

Our investors and others should note that we currently announce material information to our investors using SEC filings and press releases. We use these channels as well as social media channels to announce information about the company. Given the recent SEC guidance regarding the use of social media channels to announce material information to investors, we are notifying investors, the media, and others interested in the company that in the future, we might choose to communicate material information via social media channels and it is possible that the information we post on social media channels could be deemed to be material information. Therefore, in light of the SEC’s guidance, we encourage investors, the media, and others interested in our company to review the information we post on the U.S. social media channels listed below.

Facebook Page

https://www.facebook.com/PayMeOn

https://www.facebook.com/EdwardACespedesCEO

https://www.facebook.com/pages/Social-Income/111395379026056

Twitter Feed

https://twitter.com/PayMeOn

https://twitter.com/SocialIncome

Company Blog

https://paymeon.com/blog/

Any updates to the list of social media channels we will use to communicate material information will be posted on the Investor Relations page of the Company’s website at https://paymeon.com/investor-relations/.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits.


Exhibit No.		Description

3.1		Articles of Amendment effective May 17, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MMAX MEDIA, INC.

	/s/ Edward Cespedes
	Edward Cespedes
	Chief Executive Officer
	May 6, 2013

EXHIBIT 3.1

[MMAX_EX3Z1002.GIF]

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

Website: www.nvsos.gov

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)


USE BLACK INK ONLY - DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

MMAX Media, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

Article I of the Articles of Incorporation, as amended, is hereby deleted in its entirety and replaced with the following:

Name of Corporation: PayMeOn, Inc.

Article III of the Articles of Incorporation, as amended, is hereby amended as follows:

[CONTINUED ON EXHIBIT A ATTACHED HERETO]

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: a majority


4. Effective date and time of filing: (optional)	Date: May 17, 2013	Time: 11:00 am
	(must not be later than 90 days after the certificate is filed)

5. Signature: (required)


X /s/ Edward Cespedes
Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

EXHIBIT A

TO ARTICLES OF AMENDMENT

MMAX MEDIA, INC.

On the date of filing of this Articles of Amendment with the Secretary of State of the State of Nevada, every SIXTY NINE (69) issued and outstanding shares of the Corporation's previously authorized Common Stock, par value $0.001 per share (the “Old Common Stock”) shall be reclassified and converted into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 (the “New Common Stock”). Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby; provided, however, that each person of record on May 17, 2013, holding a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of stock certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled. No cash will be paid or distributed as a result of aforementioned reverse stock split of the Corporation’s Common Stock, and no fractional shares will be issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, will be rounded up to the nearest whole share.