EFuel EFN Corp (EFLN)

[Green Money 00]

if a merger is gonna happy may happen just like this since Dr. Slavojlub Stefanovic has some experience in doing mergers with his companies

Item 5.01. Changes in Control of Registrant

As reported in releases dated March 6, 2007 and May 8, 2007, Gold Rush Investments Corp. had signed a letter of intent to acquire and merge with EMAX Holdings Corporation and subsequently Management finalized the transaction.

On May 2, 2007 the Boards of Directors and shareholders of the companies, Gold Rush Investment Corp., a Utah corporation ("GoldRush"), and eMax Holdings Corporation, a Delaware corporation ("eMax"), reviewed a proposed Stock Exchange Agreement and Plan of Merger (the "Merger Agreement") both companies approved the merger on May 2, 2007. On May 2, 2007, the holders of a majority of the issued and outstanding shares of common stock, $.000001 par value, of eMax agreed and voted to approve the Merger Agreement. In addition, on May 2, 2007, the holders of a majority of the issued and outstanding shares of common stock, $.000001 par value, of GoldRush voted to approve the Merger.

On May 8, 2007, Gold Rush Investment Corp., a Utah corporation ("GoldRush"), and eMax Holdings Corporation, a Delaware corporation ("eMax"), executed the Stock Exchange Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of eMax by GoldRush through the merger (the "Merger") of eMax into GoldRush. The Merger was executed on May 8, 2007 and became effective as of the close of business on June 8, 2007, when Articles of Merger of eMax with GoldRush were filed with the State of Delaware Division of Corporations and the State of Utah’s Division of Corporations. As a result of the Merger, Gold Rush Investments Corp. is the surviving corporation of the merger. Gold Rush Investments Corp name was changed to eMax Worldwide, Inc. and eMax Holdings Corporation was dissolved in the State of Delaware.

Upon consummation of the Merger, each one share of EMAX Holdings Corporation Common Stock was converted into the right to receive one share of common stock in Gold Rush Investments Corp (par value $0.0001 per share).

For a more detailed description of the Merger, reference is made to Exhibit 2.1 (Merger Agreement).

Prior to the Merger, Gold Rush Investments Corp used its assets (including plant, network, equipment or other physical property) to develop, and market media, news, entertainment, technology services and products to customers. Gold Rush intends that as a consolidated company the registrant will continue to operate in the same areas of operations and use such assets for the same purpose. It is intended to change the name of Gold Rush Investment Corporation to EMAX Worldwide, Inc.

Subsequent to the Merger, it is Gold Rush intention that EMAX Worldwide will be operated by substantially all of the officers of Gold Rush prior to the Merger. Roxanna Weber has agreed to assume the role of Chairman and President for an interim period. The by-laws of EMAX Holdings Corporation will continue without change.

A copy of the Exchange Agreement is attached hereto as an exhibit. The foregoing description is modified by such reference.

(b) The following table sets forth certain information regarding beneficial ownership of the common stock of GOLD RUSH INVESTMENTS as of May 8, 2007, (prior to the issuance of 393,775,562 shares pursuant to the Exchange Agreement) by:


·

each person or entity known to own beneficially more than 5% of the common stock or 5% of the preferred stock;

·

each of GOLD RUSH Investment’s directors;

·

each of GOLD RUSH Investment’s named executive officers; and

·

all executive officers and directors of GOLD RUSH INVESTMENTS as a group.


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