SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Wellspring Investments, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
Not Yet Assigned
(CUSIP Number)
Richard Cutler, Esq.
Law Offices of M. Richard Cutler
610 Newport Center Drive, Suite 800, Newport Beach, CA 92660 (949)
719-1977
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
May 13, 1999
(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(e), 13d-1(f)
or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) 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 and 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. Not Yet Assigned
1. NAME OF REPORTING PERSONS - S.S. OR I.R.S. IDENTIFICATION
NUMBERS OF ABOVE PERSONS:
Brian A. Lebrecht
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
_____ A
_____ B
3. SEC USE ONLY:
4. SOURCE OF FUNDS: Shares received as a gift.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Brian A. Lebrecht is a citizen of the United States.
7. SOLE VOTING POWER 190,150
8. SHARED VOTING POWER - 0 -
9. SOLE DISPOSITIVE POWER 190,150
10. SHARED DISPOSITIVE POWER - 0 -
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON: 190,150
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.0%
14. TYPE OF REPORTING PERSON IN
<PAGE>
ITEM 1. Security and Issuer.
Common Stock, $0.0001 par value, of Wellspring
Investments, Inc., 610 Newport Center Drive, Suite
800, Newport Beach, California 92660.
ITEM 2. Identity and Background.
This statement is filed on behalf of:
1. (a) Name: BRIAN A. LEBRECHT
(b) Business Address: 610 Newport
Center Drive,
Suite 800,
Newport Beach,
California 92660
(c) Principal Occupation: Attorney;
Vice-President of
Wellspring
Investments, Inc.
(d) During the last five years, Brian A.
Lebrecht has not been convicted in a
criminal proceeding.
(e) During the last five years, Brian A.
Lebrecht has not been a party to a civil
proceeding of a judicial or
administrative body of competent
jurisdiction and as a result of such
proceeding been subject to a judgment,
decree or final order enjoining future
violations of, or prohibiting or
mandating activities subject to, federal
or state securities law or finding any
violation with respect to such laws.
(f) Citizenship: United States
ITEM 3. Source and Amount of Funds or Other Consideration.
Brian A. Lebrecht is the beneficial owner of
190,150 shares of common stock of Wellspring
Investments, Inc., a Delaware corporation
("Wellspring"), acquired as a gift.
ITEM 4. Purpose of Transaction.
See Item 3. No additional acquisitions or
dispositions of shares are contemplated.
ITEM 5. Interest in Securities of the Issuer
Of the 1,000,000 shares of Common Stock
outstanding, Brian A. Lebrecht has sole
dispositive and voting power over 190,150 shares,
or 19.0% of the total shares.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
See Item 5.
ITEM 7. Materials to be Filed as Exhibits.
None.
<PAGE>
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.
Dated: May 10, 1999 /s/ Brian A. Lebrecht
Brian A. Lebrecht
