SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(AMENDMENT NO. ) 1
E-SYNC NETWORKS, INC.
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(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
269156105
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(CUSIP NUMBER)
NOVEMBER 8, 1999
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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1 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
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CUSIP No. 269156105 13G Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN MARTH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF
5 SOLE VOTING POWER 0
SHARES --------
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BENEFICIALLY
6 SHARED VOTING POWER 335,838
EACH -------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 268,670
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PERSON WITH -------------------------------------------------------
8 SHARED DISPOSITIVE POWER 67,168
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,838
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9%
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12 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(A). NAME OF ISSUER:
The issuer of the securities to which this statement relates is
E-Sync Networks, Inc., a Connecticut corporation.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The issuer's principal executive offices are located at 542
Westport Ave., Norwalk, Connecticut 06851.
ITEM 2(A). NAME OF PERSON FILING:
The person filing is Kevin Marth.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office is c/o Braincraft Learning
Technologies, Inc., 627 Broadway, Suite 504, New York, New York
10012.
ITEM 2(C). CITIZENSHIP:
The citizenship is U.S.A.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
The title of the class of securities is common stock, no par
value.
ITEM 2(E). CUSIP NUMBER:
The CUSIP number is 269156105.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
(a) The number of shares beneficially owned by Kevin Marth
is 335,838.
(b) The percent of the class held by Kevin Marth is 6.9%.
(c) (i) Kevin Marth is the record holder of 335,838 shares of
the issuer's common stock. Until January 1, 2001, Kevin
Marth must vote all such shares in accordance with the
recommendations of the Board of Directors of the issuer
pursuant to a stockholders' agreement, dated November
8, 1999. Consequently, Kevin Marth does not have sole
power to direct the voting of such shares.
(ii) Kevin Marth is the record holder of 335,838 shares of
the issuer's common stock. Until January 1, 2001, Kevin
Marth must vote all such shares in accordance with
the recommendations of the Board of Directors of the
issuer pursuant to a stockholders' agreement, dated
November 8, 1999. Consequently, Kevin Marth shares the
voting power of such shares with the Board of Directors
of the Issuer.
(iii) Kevin Marth has sole power to dispose or to direct the
disposition of 268,670 shares of the issuer's common
stock held by him.
(iv) Of the 335,838 shares of the issuer's common stock held
by Kevin Marth, 67,168 shares are subject to an
escrow agreement, dated November 8, 1999. Subject to
any claims against Kevin Marth by the issuer pursuant
to the terms of the escrow agreement, the shares
subject to the escrow will be released on November 7,
2000 at which time Kevin Marth should have sole power
to dispose of such shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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.
November 17, 1999 /s/ Kevin Marth
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Kevin Marth (Stockholder)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent.
ATTENTION. Intentional misstatements or omissions of fact constitute
Federal criminal violations (SEE 18 U.S.C. 1001.).
