UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EASTERN MANGEMENT CORP.
-----------------
(Name of Issuer)
Common Stock
-----------------
(Title of Class of Securities)
N/A
-----------------
(CUSIP Number)
Gerald R. Tuskey, Personal Law Corporation
Suite 450, 688 West Hastings Street
Vancouver, British Columbia
V6B 1P1 Canada
Telephone: (604)681-9588
-----------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 1999
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
New Media Enterprises Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Road Town, Tortola, B.V.I.
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
304,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
304,000
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
304,000
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
60.8%
14. Type of Reporting Person
CO
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Event Horizon Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Road Town, Tortola, B.V.I.
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
24,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
24,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
4.9%
14. Type of Reporting Person
CO
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Swordfish Capital
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Road Town, Tortola, B.V.I.
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
24,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
24,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
4.9%
14. Type of Reporting Person
CO
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Orcus Global Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Road Town, Tortola, B.V.I.
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
24,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
24,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
4.9%
14. Type of Reporting Person
CO
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Jeeves Investments Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Bahamas
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
24,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
24,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
4.9%
14. Type of Reporting Person
CO
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Sunnyside Holdings Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Bahamas
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
24,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
24,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
4.9%
14. Type of Reporting Person
CO
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Arron Fediuk
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Canadian
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
4,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,000
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,000
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
0.8%
14. Type of Reporting Person
IN
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Trent Jordan
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Canadian
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
4,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,000
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,000
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
0.8%
14. Type of Reporting Person
IN
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Kent Jawant
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Canadian
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
16,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
16,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
3.3%
14. Type of Reporting Person
IN
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Wembley Holdings Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Nassau, Bahamas
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
24,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
24,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
4.9%
14. Type of Reporting Person
CO
<PAGE>
1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons:
Jeffrey Shear
2. Check the Appropriate Box if a Member of a Group:
(a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds:
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
[ ]
6. Citizenship or Place of Organization:
Canadian
Number of shares beneficially owned by each Reporting Person with:
7. Sole Voting Power:
24,500
8. Shared Voting Power:
0
9. Sole Dispositive Power:
24,500
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
24,500
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 11:
4.9%
14. Type of Reporting Person
IN
<PAGE>
ITEM 1 - SECURITY AND ISSUER
This statement relates to the common shares of Eastern Management Corp. (the
"Company"). The address of the principal executive office of the Company is
Suite 2500, 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3.
ITEM 2 - IDENTITY AND BACKGROUND
This statement is filed by seven corporate shareholders and four individual
shareholders of the Company. The shareholders, their residence or business
addresses and their occupations as applicable are set forth on Exhibit 1 which
is incorporated herein by reference.
All of the reporting individual shareholders are citizens of Canada. The
reporting corporate shareholders are organized in the jurisdictions reported in
Exhibit 1. During the last five years, none of the reporting individual
shareholders nor any officer or director of any of the corporate reporting
shareholders has been convicted in a criminal proceeding. During the last five
years, none of the reporting shareholders has been a party to a civil proceeding
of a judicial or administrative body resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All of the reporting shareholders used private cash funds or working capital in
making their purchases. The shares of the Company were acquired by the reporting
shareholders for $1.66 per share. No consideration other than cash was used in
the acquisition of the Company's shares. No funds were borrowed for the purpose
of making the acquisitions.
ITEM 4 - PURPOSE OF TRANSACTION
The reporting shareholders acquired the Company for the purpose of ultimately
effecting a business merger or an acquisition and gaining access to the public
market to finance the development of the Company's business plan.
The reporting shareholders have no plans which would result in the acquisition
by any person of additional securities of the Company or the disposition of
shares of the Company. The Company does currently plan to expand its issued
capital by a 1:31 share split for shareholders of record on September 21, 1999.
The reporting shareholders intend to give the board of directors of the Company
a mandate to seek a corporate merger or an acquisition. The reporting
shareholders have no present intention to effect any of the following:
1. a sale or transfer of a material amount of assets of the Company or its
subsidiaries;
2. to alter the present board of directors or management of the Company;
3. to materially change the present capitalization or dividend policy of the
Company;
4. to change the Company's business or corporate structure;
5. to change the Company's charter, bylaws or other constating documents;
6. causing any class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system or cause any class of its
<PAGE>
equity securities to become eligible for termination of registration
pursuant to section 12(g)(4) of the Securities Exchange Act.
ITEM 5 - INTEREST IN SECURITIES OF THE COMPANY
(a) As of September 16, 1999, the reporting shareholders are the beneficial
owners of 500,000 common shares representing 100% of the outstanding shares
of the Company.
(b) Each of the reporting shareholders has the sole power to vote and dispose
of the shares attributed to that shareholder.
(c) There have been no transactions in common shares of the Company since July
23, 1997.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY
By executing this Schedule 13D, each reporting shareholder agrees to this joint
filing under the Securities and Exchange Act of 1934.
Except for the agreement to file jointly, there are no contracts, arrangements,
understandings or relationships relating to the securities of the Company.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Information about reporting shareholders.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement regarding
the undersigned is true, complete and correct.
Dated September 27, 1999
NEW MEDIA ENTERPRISES
Per: /s/ Francis H.V. Belle
---------------------------
Authorized Signatory
EVENT HORIZON LTD.
Per: /s Edgar A.C. Hewlett
---------------------------
Authorized Signatory
SWORDFISH CAPITAL
Per: /s/ Menna J. Vile
---------------------------
Authorized Signatory
<PAGE>
ORCUS GLOBAL INC.
Per: /s/ Zoe J. Walcott
---------------------------
Authorized Signatory
JEEVES INVESTMENTS LTD.
Per: /s/ Arlene G. Cleare, Vice President
---------------------------
Authorized Signatory
SUNNYSIDE HOLDINGS LTD.
Per: /s/ Tania Knowles, Secretary
---------------------------
Authorized Signatory
Wembley Holdings Ltd.
Per: /s/ Carmen Garbanzo
---------------------------
Authorized Signatory
/s/ Arron Fediuk
- ------------------------------------
Arron Fediuk
/s/ Trent Jordan
- ------------------------------------
Trent Jordan
/s/ Kent Jawant
- ------------------------------------
Kent Jawant
/s/ Jeffrey Shear
- ------------------------------------
Jeffrey Shear
EXHIBIT 1
<TABLE>
<CAPTION>
NAME RESIDENCE OR BUSINESS PRESENT
ADDRESS AND JURISDICTION OF OCCUPATION
INCORPORATION IF A COMPANY
- ---- --------------------------- ----------
<S> <C> <C>
New Media Enterprises Ltd. P.O. Box 119 N/A
Road Town, Tortola
British Virgin Islands;
Tortola, B.V.I.
Event Horizon Ltd. 197 Main Street N/A
Road Town, Tortola
British Virgin Islands;
Tortola, B.V.I.
Swordfish Capital P.O. Box 70 N/A
Palm Chambers
Road Town, Tortola
British Virgin Islands;
Tortola, B.V.I.
Orcus Global Inc. 3076 Sir Francis Drakes N/A
P.O. Box 3463
Road Town, Tortola
British Virgin Islands;
Tortola, B.V.I.
Jeeves Investments Ltd. P.O. Box N - 8318 N/A
Nassau, Bahamas;
Bahamas
Sunnyside Holdings Ltd. P.O. Box N - 8318 N/A
Nassau, Bahamas;
Bahamas
Arron Fediuk 2656 West 2nd Avenue Financier/Venture Capital
Vancouver, B.C.
V6K 1J9
Trent Jordan Suite 2500 Financier/Venture Capital
1177 West Hastings Street
Vancouver, B.C.
V6E 2K3
Kent Jawant 7731 Montcalm Street Businessman
Vancouver, B.C.
V6P 4P1
Wembley Holdings Ltd. c/o Suisse Security Bank & Trust N/A
Orissa House - P.O. Box N - 4801
Nassau, Bahamas;
Bahamas
Jeffrey Shear 478 Spadina Road Businessman
Toronto, Ontario
M5P 2W8
</TABLE>
