Prime Star Group (fka PSGI)

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Good morning, more sleaze to add to the pile!!!!


PROMAX COMMUNICATIONS INC CIK#: 0000943653 (see all company filings)
SIC: 6162 - MORTGAGE BANKERS & LOAN CORRESPONDENTS
State location: A1 | Fiscal Year End: 0630
(Assistant Director Office No 7)

Business Address
1200 1185 W GEORGIA V6E 4E6
VANCOUVER BC A1
6046844691

Item 1.02 Termination of a Material Definitive Agreement.

On August 31, 2007, the registrant entered into an agreement under which it agreed to issue 16,743,375 shares of its common stock to acquire all of the issued and outstanding shares of common stock of Sipp, Inc., a privately held Nevada corporation. On October 9, 2007, the registrant effected a 2 for 1 forward stock split. As a result of the stock split, the August 31, 2007 agreement was amended on November 12, 2007 to increase the number of shares of common stock issuable to acquire Sipp, Inc. to 33,600,000 shares.

The board of directors of the registrant recently discovered that Sipp, Inc. made material misrepresentations about its financial condition to induce the registrant to acquire it. Prior to entering the transaction, the board of directors relied upon an audit report of Sipp, Inc. from an alleged PCAOB


auditor. Subsequently, the registrant was unable to verify the existence of any assets disclosed on audited financial statements provided by Sipp, Inc. prior to the transaction. The registrant has also determined that the auditor was not PCAOB certified. The board has reported the matter to federal authorities, and understands that an investigation of the situation is ongoing.

In addition, Roger Mohlman, a principle of Sipp, Inc. who represented Sipp, Inc. in the transaction, has issued two press releases stating that Sipp, Inc. has terminated the acquisition of Sipp, Inc. by the registrant on the grounds that the registrant made misrepresentations about the fact that it domesticated itself in the State of Nevada. While the registrant disagrees with the statements made by the principle of Sipp, Inc. in the press release, the registrant’s board of directors has determined that it is in the best interests of the registrant not to contest the termination of the acquisition agreement by Sipp, Inc. Accordingly, the registrant has issued stop transfer instructions to its transfer agent with respect to all shares issued in the acquisition of Sipp, Inc. to prevent the further sale or transfer of any such shares, and has requested that its transfer agent cancel the shares.

The registrant has also terminated its previously announced acquisition of QS, Inc.

At this time, the registrant has no assets, no operations, and minimal liabilities. However, the registrant is in discussions with another potential acquisition in an unrelated field.


http://www.sec.gov/Archives/edgar/data/943653/000094365308000004/a0047690.htm