Sting

However that time of need is not date specific but general in nature, by that I mean within a period of time. I can only estimate that time.

Not sure what you mean. This was specific enough for me...

We and SunnComm believe that we will jointly need a minimum of $3 million to continue our respective operations and complete the anticipated merger over the next nine months

To me that means by March (possibly sooner since sales seem behind expectations) we may not be able to continue operations if a minimum of $3M is not secured.

Sting.....

There may not be time.

Once the issues that we all are waiting for are resolved to the satisfaction of the investing public we will look back and say whow no wonder pennies give you heartburn !

This was from last June's POS filing and at that time they were still anticipating 145M CDs. With a lot less than that, then even more than $5M in additional funding will be needed.

We and SunnComm believe that we will jointly need a minimum of $3 million to continue our respective operations and complete the anticipated merger over the next nine months. An additional $2 million will be required to develop and market additional technologies which we mutually believe are needed to maintain a competitive edge in the marketplace.

http://www.sec.gov/Archives/edgar/data/1057024/000119983505000287/sb2-3rd.txt

Backward compatible with Apple

Our Apple/iPod interface is complete and, although Apple hasn’t given us the word yet, every MediaMax V.5 going off the assembly line is backward compatible with iPod so we’re more than ready

Did he really write that? That is simply impossible. The whole Apple thing is just a licensing issue. We cannot generate Fairplay DRM files on the fly because Apple won't gives us a license to do so.

Is Peter saying that should Apple grant the license, then all the CDs release from the time of that statement will suddenly magically allow Fairplay DRM files to be generated?

Nice to see that the exponential growth that was supposed to have taken place since the 2nd quarter (then revised to the 3rd quarter) has not materialized and we are now waiting for the day when it does take off

When some of us dared to question the daily diet of exuberant suggestions that we were well and truly on our way, we were ridiculed. Now it seems that instead of flying high, we were all the time just standing at the gate waiting for the flight crew to come on board.

It is also nice to see Apple being forwarded as the bogie currently holding the company back. It used to be the shorts. I do recall some articles (can't locate then right now) that had Sony/BMG and possibly EMI stating that they were going to copy protect their CDs with or without Apple coming onboard.

One thing for sure is that Apple, Sony/BMG, the shorts and anyone else outside the company are not putting obstacles in the way of the two companies merging. Yet, that too is stuck in the mud. All we have had are excuses why we haven't filed the S-4, not steps in the process of filing the S-4.

Being against piracy and being for copy protection are not the same. There is no reason for an artist not to be against piracy IMO. It would be great to see a strong statement from the artists that they are for copy protection of their CDs. It seems some are for it, some against it and many just confused.

I don't get you jr.

Are you saying you don't think there is the the potential to make money with this stock and you are only in it because of the benefits the technology can give to the various interest groups of the music industry?

I'm not knocking you motivation, but are you saying that if you knew from the outset that this stock wouldn't deliver YOU any profits, you would still have got into it because your money would be used to develop something that benefits the industry?

Why would any artist speak out against anything which was built to protect them? Beats the crap out of me!

Not an easy answer to this and I'm sure many artists are not against copy protection. Those that complained seemed to be worried about their fans not being able to download to an iPod and simply do not want to alienate their fans. If they dug deeper they might have found out that Apple could solve this problem in the blink of an eyelid if they wanted to.

jr



I just think it's important that we all don't lose sight of what we all invested in here in the first place...The technology!

In my case, I invested here because of the potential to make money.

I agree. Howdy's post was just speculation, no FACTS.

Well it was also touted at the shareholder meeting according to tj


I was at the meeting today. Some good information. BMG has committed to using MediaMax on ALL US releases by Oct 1, 2004. They will be using the technology on ALL world wide releases by Jan 1, 2005. The revenue will come into QTIG who will then pay the royalty to Sunn. This arrangement will allow us to see the revenue in QTIG's reporting. There is more(the BMG news is the highlight), but I don't ave time to post right now. Fire away with questions and I will post more in the next few days as I have more time.

http://www.ragingbull.lycos.com/mboard/boards.cgi?board=SCMI&read=3822

And I suppose you are right but can't quite back up why you are right or couldn't be bothered to back it up?

I provided a link to the S-4 explanatory information and the sections that I think apply in this case. Your response seems to be to try and denigrade my explanation because I admit that certain statements are not quite clear. However, you fail to offer anything to show that I may be wrong.

I notice you haven't commented on Howdy's quoting of a section that is, beyond doubt, not applicable in this case, because MMXT has filed their 10K.

Howdy,

I am inclined to GCRox's view on that point.

You are quoting item 12 (b) which does not apply in the case of MMXT, as THEY HAVE deliver the latest Form 10-KSB.

What you should be looking at is item 12 (a). This states:

(a) If the registrant elects to deliver this prospectus together with a copy of either its latest Form 10-K or Form 10-KSB filed pursuant to Sections 13(a) or 15(d) of the Exchange Act or its latest annual report to security holders, which at the time of original preparation met the requirements of either Rule 14a-3 or Rule 14c-3:
(1) Indicate that the prospectus is accompanied by either a copy of the registrant’s latest Form 10-K or Form 10-KSB
or a copy of its latest annual report to security holders, whichever the registrant elects to deliver pursuant to
paragraph (a) of this Item.
(2) Provide financial and other information with respect to the registrant in the form required by Part I of Form 10-Q
or 10-QSB as of the end of the most recent fiscal quarter which ended after the end of the latest fiscal year for
which certified financial statements were included in the latest Form 10-K or Form 10-KSB or the latest report to
security holders (whichever the registrant elects to deliver pursuant to paragraph (a) of this Item), and more than
forty-five days prior to the effective date of this registration statement (or as of a more recent date) by one of the
following means:
(i) including such information in the prospectus;
(ii) providing without charge to each person to whom a prospectus is delivered a copy of the registrant’s latest
Form 10-Q or Form 10-QSB; or
(iii) providing without charge to each person to whom a prospectus is delivered a copy of the registrant’s latest
quarterly report that was delivered to its security holders and which included the required financial information.

http://www.sec.gov/about/forms/forms-4.pdf

The most recent fiscal quarter that meets 12 (2) (2)is the quarter just ended on September 30th.

I read that to mean they must either file the newest 10Q before the S-4, or include in the S-4 the information that they plan to include in the 10Q.

In either case, we know from experience that it takes about 3 - 4 weeks for the required information for the 10Q to come through from manufacturing and another couple of weeks to process.

Also, the above information only related to the acquiring company. There is a complete set of requirements that related to the company being acquired (SunnComm) and from my interpretation, they need to provide similar information on SunnComm.

It is hard to interpret what does and does no apply, so I may be wrong on some issues.

Touted by whom?

IR to be exact. When contacted about questions related to revenue per CD, our group was told that as all revenue flowed through Quiet Tiger, we would be able to calculate that ourselves. That was one of the advantages of Quiet Tiger being a reporting company.

One of the advantages touted for the current arrangement was that we could SEE the revenue flowing through MediaMax from their quarterly reports. This, combined with PRs on units protected, allows us to get a good idea of revenue per CD.

Why change it???

This is very odd and worrying

A day or two ago Mario talked about a "plan of Distribution" in the SB2 and that the investors with deep pockets were waiting on the SB2 to become effective before jumping in.

http://www.investorshub.com/boards/read_msg.asp?message_id=8053210

I disagreed with Mario and pointed out that the new offerings under the plan of distribution were not been sold under that prospectus (the recently filed SB2/A), but were independent of it.

http://www.investorshub.com/boards/read_msg.asp?message_id=8053517

Reading through the plan of distribution relating to the two new offerings that are to be made, I noticed this statement:

In preliminary discussions, prospective investors for both offerings requested that warrants to purchase MediaMax common stock be included in the Units. In order to induce MediaMax to provide warrants for Granite and Offerings I and II, SunnComm agreed to enter into a Second Amended and Restated Marketing Agreement and a Waiver Letter. See "Description of Business".

But further on in the submission, the filing makes this comment about the 2nd marketing agreement:

On September 21,2005 we executed a Second Marketing Agreement and a Waiver Letter with SunnComm. The Second Marketing Agreement will only become effective if the planned merger with SunnComm does not occur because of certain specified
reasons including SunnComm's failure as defined in the Merger Agreement.

http://www.sec.gov/Archives/edgar/data/1057024/000119983505000532/sb2_4th-amend.txt

I hope I am wrong and would very much like to be corrected, but it seems very odd and worrying to me that Mario would be telling us there are investors with deep pockets waiting to come on board (through the two offerings outlined in the SB2/A is how I understand it) and that these investors needed the marketing agreement to be amended (a 2nd time) to induce them to come on board, but that amended agreement would only become effective IF THE MERGER DOESN'T OCCUR.

I find that very difficult to reconcile with the company intending to proceed with the merger.

What do others think?

Alj

I expected more from you than that....

but if she was better informed she would already know that some of the most sophisticated stock selection techniques pay close attention to the parameter I was referring to –– the frequency of messages on the best board for each stock –– in some cases making it their number one indicator

No one would use a metric that could be so easily manipulated by just a few people. Why, we have had on a few occassions a poster who posted a sentence over a dozen or so messages, one word per post.

Mine isn't a theory Mario. It is backed up by the very informed opinion of an accountant and, more importantly, by the actual filing itself.

What I said is correct. Anyone eager to purchase shares under the prospectus could have done so if they wished.

As for the two offerings described in the prospectus under the Plan of Distribution. Those offerings are not part of the prospectus, but do include some shares offered under the prospectus. Those 2 offerings could have been made prior to September 30th, as the offerings are independent of the prospectus itself. The offerings need to be described as it is material information for people who wish to purchase other shares in the prospectus that are not included in those offerings.

Again, this information is stated clearly in the prospectus. Regarding both offerings, it stated:

None of the Warrants, the shares purchasable there under, the SunnComm restricted common stock, nor the units
themselves are being offered under this prospectus. Only the registered shares of MediaMax common stock owned by SunnComm which comprise a portion of the units are being offered under this prospectus.

Regarding your comment:

understand that your constantly trying to shoot holes into our process/company,

I am not trying to shoot holes in the company. I am trying to correct what I see as incorrect statements.

Restating:

There was nothing to stop anyone buying shares under the prospectus up until September 30th, because of the previous SB2/A filing (3rd amendment to the prospectus). Because of material changes and transition to a new quarter, a new post-effective amendment needed to be filed for the prospectus to enable shares to be sold under it in Q4. That was the reason the 4th amendment was filed.

If deep pocketed investors were eager to get in, there was nothing stopping them doing it.

Mario

what are they waiting for? The sb2 just became effective Friday!

The supposition from your statement that the deep pocket investors were waiting on the SB2 to become effective so they can get in on the deal is completely false.

The SB2 was already effective when it was first filed in June 2004 and the company could and did sell shares under the prospectus after that date. The rules are that a post-effective amended SB2 must be filed for each quarter that the company intends to sell shares under the prospectus, if (among other things) there are material changes relating to the company that investors ought to be made aware of. That is why we have had 4 amended filings since the original.

Deep pocket investors could have bought shares under the prospectus at any time up until September 30th because of the 1st, 2nd and 3rd SB2/A amendments. In fact during Q3, 600,000 shares were sold under the prospectus to an investor for $30K.

Because of recent material changes, a new SB2/A was needed to be filed as the company had entered a new reporting period (Q4).

That 4th amended SB2/A needed to be filed to allow shares to be sold in Q4, but it is utterly false to claim, as you seem to be doing, that they couldn't have bought shares under the prospectus prior to September 30th. They could and some did.

Read the declaration in the SB2 again.

The undersigned registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which is
being registered) any deviation from the high or low end of the
estimated maximum range may be reflected in the form of prospectus
filed with the commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(c) To include any additional or changed material information on the plan
of distribution.

cgibellino

From my recollection, the 145M came from SunnComm and was supposed to have been based on feedback from labels who were existing customers.

I believe the Shazam figure was much higher again, as they added in their projections from "soon to be" customers. I think I remember EMI being included by Shazam.

Later on, Shazam dropped all the estimates from their web site.

Sting....

Those among others are the primary reason why revisions in usage estimates were reduced!

I must have missed that PR. Which company PR has revised down the usage estimates from the 145M originally stated as a conservative figure?

Sting....

If the extra time that it has taken to insure there are no questions posed by the SEC after filing of S-4

What information was given in the SB2/A filing and 10KSB/A filing that has answered potential awkward questions that might be asked by the SEC?. Why could that same information not have been provided in the S-4 itself?

Howdy,

Please re-read the PR...

1. As you have read, it is indeed a required step for the S-4 for the 9/29/05 filing of the SB-2 to be accepted and effective.

It does not say that anywhere in the PR.

The reason they filed the SB2/A (4th post effective amendment) before quarter end is for the reason I have stated several times and is quite clear at the end of the filing of the last SB2/A (3rd post-effective amendment)

The undersigned registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which is
being registered) any deviation from the high or low end of the
estimated maximum range may be reflected in the form of prospectus
filed with the commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(c) To include any additional or changed material information on the plan
of distribution.

Because they sold shares under the prospectus in Q3 (During the third quarter through the date of this Prospectus, SunnComm sold 600,000 common shares to an accredited investor for consideration of $30,000.) and because of changes in the information previously presented (new Marketing Agreement), by virtue of paragraph 1 and clause 1(b), they were required by that undertaking to file a new post-effective amendment before quarter end.

The last filed post-effective amendment (3rd) was filed on June 30th, which is 2nd quarter, so they would have violated their undertaking if they had not filed before September 30th. They shouldn't have need advice from legal to know that filing a new SB2/A before end Q3 was a requirement, merger or no merger.

Mario,

Therefore, the assesment, of the qualitative number of cd's, exceeds the quantitative, in momentum, which does reflect a higher revenue potential.

That is so hilarious

"Now add 90 to that!"

Though I am the first to state that the list of CDs provides little information on the revenue we receive, without knowing how many of each title are protected and how much per CD we get, I wouldn't be jumping for joy for adding 90 to the list in the last 8 months.

We had 159 CDs on the list on 2/16. That translated to just over 10M CDs from what we know from the PRs. Adding 90 more in the last 8 months hardly constitues an exponential ramp-up.

Only the revenue figures released in the 10Q/K filings will let us know how we are doing.

Sting

I firmly believe the S-4 will be filed within this month for the reasons stated.

All the reasons you gave are fine, althought I don't necessarily agree with them. But you are missing the fact that they cannot file until they have Q3 figures and they do not get those from manufacturing until at least 3-4 weeks after quarter end.

All the will in the world can't do the impossible.

If they really were hell bent on filing, they would have moved mountains not to have missed the Sept 30th deadline.

Sting,

You keep restating that incorrect information.

2 of the steps were taken as spelled out!

The two filings in the last few weeks are not steps to the audit. They were used as excuses for not completing the one and only step, filing the S-4.

Time Warner and AOL, two multi-billion dollar companies, each with thousands of employees and diverse business, managed to merge within the period of a few months.

Here we have SunnComm and MediaMax, residing in the same building, addressing the same market segment, one a subset carved out of the other, unable to complete a simple merger within 7 or 8 months.

I have studied the S-4 requirements. The 2 items you say were steps are not steps. But by missing the end of Q3, from how I interpret the S-4 requirements, we now must wait a further 6 weeks minimum before we can file. We must now supply Q3 figures in the S-4 document. But as we all know, because of the time lag in getting reports from manufacturing, Q3 figures are not available until at least 4 weeks after quarter end and after that we would need at least 2 weeks to compile the statements from those figures.

I would really love to know what was so time consuming in preparing the amended 10KSB and amended SB-2 that caused such a delay (these were just amendments after all). I have been reading the previous and latest filings of both documents and see only minor differences between each and those differences are fairly inconsequential.

I am beginning to believe that stehvestor is right when he says that the two companies will never merge.

It isn't that difficult. What's the big hold up?

MEDIAMAX TECHNOLOGY CORP Financials

Lets hope no one tries to suggest that those are somewhat related to the merger process. They come out for every reporting company every quarter and are just an extract from the figures shown in the quarterly and annual filings.

We will know that the S-4 is in progress when we see it filed.

Sting

2 of the 3 steps have been complete as outlined in the update given to us last week!
That leaves 1 the S-4 filing!

You are confusing the excuse given for the delay in filing the S-4 with the steps needed to complete the S-4 process. Filing the S-4 is all that is needed. The time taken to file the 10ksb/a and sb2/a was the excuse given for the delay in filing the s-4, but the 10ksb/a and sb2/a are not pre-requisites for filing the s-4 (although some time may obviously have been saved by the commonality of information between the filings).

For example, the reason the sb2/a needed to be filed before end Q3 was not because it was needed for the S-4, but because they would not have been able to sell any more of the 96M shares under the prospectus if they hadn't informed potential purchasers of material changes that took place in Q2. Should some of the 96M shares remain unsold by year end, you will see another sb2/a before 12/31 if they wish to continue to sell the remaining shares in 2006.

Preparing the new/amended information needed to file the 10ksb/a and sb2/a may cut the time needed to get the information together for the S-4, but their filing of itself does not give us any indication of how the merger process is progressing. Even if they had decided to abandon the merger, they still would have had to make those other two filings in any case.

Does that apply to the SunnComm side of the merger?

Now that the Q3 is closed, can anyone confirm if the merger process will now require an audit of SCMI's and MMXT's Q3 results before the documents can be lodged?

Sting,

GrCRox99,

Yes, You were right the 23, miilion weredidtributed to the shareholders as dividend and needed to be deducted from the 96 Miilion set aside.

and there were more sold too? And others used as collateral? Right? Those sold need to be deducted too?

During the first quarter of 2005, SunnComm sold 1,500,000 common shares to an
accredited investor under this Prospectus for cash of $75,000. During the second
quarter SunnComm sold 8,000,000 common shares to three accredited investors
under this Prospectus for cash of $400,000. During the third quarter through the
date of this Prospectus, SunnComm sold 600,000 common shares to an accredited
investor for consideration of $30,000.

SunnComm currently holds 62,310,521 common shares under this prospectus from
which it has reserved 5,600,000 of those shares to serve as collateral for its
obligation to BTEK Software Inc. which is currently $240,000.

And that proves what exactly?

Sting,

I'm not complaining. I'm calling you out on your statement that none of the 96 Million shares have been used. I posted a link. All you said is READ THE SB2.

Why don't you post what backs up your statement or else just admit you are wrong.

Sting. Did you read the SB2?

None of the 96 miilion shares have been used.Clearly state so in the SB2

I even posted the extract last night.

USE OF PROCEEDS

All proceeds from the sale of the 96,290,414 shares of common stock offered
herein will go to the selling security holders for their own use after the
payment of any brokerage commissions or selling expenses.

On October 21, 2004, SunnComm International, Inc. distributed a total of
23,879,893 MediaMax Technology Corporation common shares under this Prospectus
to its shareholders of record at September 30, 2004. All shareholders of
SunnComm International, Inc. that received MediaMax Technology Corporation
common shares were listed at Exhibit 99.1 to MediaMax Technology Corporation's
Post-Effective Amendment Number 1 filed on December 20, 2004. SunnComm does not
intend to make any further distributions of MediaMax Technology Corporation
shares to its shareholders.


During the first quarter of 2005, SunnComm sold 1,500,000 common shares to an
accredited investor under this Prospectus for cash of $75,000. During the second
quarter SunnComm sold 8,000,000 common shares to three accredited investors
under this Prospectus for cash of $400,000. During the third quarter through the
date of this Prospectus, SunnComm sold 600,000 common shares to an accredited
investor for consideration of $30,000.

SunnComm currently holds 62,310,521 common shares under this prospectus from
which it has reserved 5,600,000 of those shares to serve as collateral for its
obligation to BTEK Software Inc. which is currently $240,000.

Sting, I know how penny stocks are funded. What you described would only happen to shonky companies that the lender knew were as unreputable as themselves.

In the real world, reputable companies have no problem getting finance from reputable lenders if the they can demonstrate that they have potential.

For God sake, we are supposed to have signed deals with Sony/BMG, EMI, Universal and Koch. Lenders should be falling over themselves to finance us.

Peter, Bill and a few others could take out a 2nd mortgage on their houses and raise the finance that way. We only need to carry ourselves for a few months more, OR SO WE WERE LED TO BELIEVE.

Sting....

You are kidding, right?

They knew the terms, signed the agreement, and then decided they didn't like the terms, after paying up front.

Furthermoer, it has h been and is a common practice to withhold finalization )(deosit check) and keept trying to get better terms because it is knowns that the money is needed by company requesting it.

What? Where are they obtaining financing. From some back street boys beyond the law?

If the terms were unacceptable to us why did we enter the agreements to begin with? We knew up front what the terms were. Now you are saying that we forfeited $280,000 in fees because we later decided we didn't like the terms that we originally agreed to????

Read it again. It doesn't say that. It says the 10KSB amendments were advised to be filed before the SB2/A and that delayed the whole process. These elements, including the SB2/A may have delayed the merger filing, but that doesn't mean the SB2/A is part of the merger process. It isn't. Its a separate issue.

Remember, this is the 4th amendment to the original SB2. What makes anyone think that this is different to the other 3 and the original.

Howdy, SunnComm can do whatever it likes with the proceeds of the share sale. If they want to give it all to Peter as a birthday present or use it to pay for merger expenses, that is up to them. MediaMax must file the SB2 and subsequent amendments because the shares in question are MediaMax shares. But the shares in question are currently owned by SunnComm and they can do whatever they like with the sale proceeds. With a bit of research you would have discovered that SunnComm have already sold shares covered by this prospectus. Since the proceeds are for cash, it doesn't matter what that cash is eventually used for.

USE OF PROCEEDS

All proceeds from the sale of the 96,290,414 shares of common stock offered
herein will go to the selling security holders for their own use after the
payment of any brokerage commissions or selling expenses.

On October 21, 2004, SunnComm International, Inc. distributed a total of
23,879,893 MediaMax Technology Corporation common shares under this Prospectus
to its shareholders of record at September 30, 2004. All shareholders of
SunnComm International, Inc. that received MediaMax Technology Corporation
common shares were listed at Exhibit 99.1 to MediaMax Technology Corporation's
Post-Effective Amendment Number 1 filed on December 20, 2004. SunnComm does not
intend to make any further distributions of MediaMax Technology Corporation
shares to its shareholders.


During the first quarter of 2005, SunnComm sold 1,500,000 common shares to an
accredited investor under this Prospectus for cash of $75,000. During the second
quarter SunnComm sold 8,000,000 common shares to three accredited investors
under this Prospectus for cash of $400,000. During the third quarter through the
date of this Prospectus, SunnComm sold 600,000 common shares to an accredited
investor for consideration of $30,000.

SunnComm currently holds 62,310,521 common shares under this prospectus from
which it has reserved 5,600,000 of those shares to serve as collateral for its
obligation to BTEK Software Inc. which is currently $240,000.

You are putting the cart before the horse. The SB2 is not the marketing agreement. The SB2 is a prospectus allowing them to sell the shares that SunnComm received as part of the marketing agreement. A prospectus informs potential purchasers of the state of affairs of the company whose shares are being sold.

If the marketing agreement has changed materially, then these changes must be made aware to the potential purchasers of the MediaMax securities as such changes would be relevant to any decision to purchase.

That and other material changes are the reason for amending the SB2.

But the SB2 process itself is not related to the merger, it is related to the sale of those securities.