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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO___________)*
InternetStudios.com, Inc.
______________________________
(Name of Issuer)
Common Stock, $0.0001 Par Value Per Share
______________________________
(Title of Class of Securities)
460 968 209
______________________________
(CUSIP Number)
Corinna M. Wong, Esq.
Loeb & Loeb LLP
1000 Wilshire Boulevard, Suite 1800, Los Angeles, CA 90017
(213) 688-3400
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 10, 2000
______________________________________________________________________________
(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(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 the
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 Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
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CUSIP NO.
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Rutledge
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
SC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 1,110,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,110,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,110,000 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.41%
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TYPE OF REPORTING PERSON*
14
IN
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.0001 par
value per share, of InternetStudios.com, Inc., a Nevada corporation (the
"Company"). The principal executive offices of the Company is located at 1351
4th Street, Suite 227, Santa Monica, CA 90401.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) Mr. Mark Rutledge's address is 1351 4th Street, Suite 227,
Santa Monica, CA 90401. Mr. Rutledge has been Secretary, Treasurer, Vice
President of Business Affairs and a director of the Company since September,
1999.
(d) and (e) During the past five years Mr. Rutledge has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
(f) Canadian Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Acquisition Agreement dated September 17, 1999 among
the Company, Mark Rutledge and Robert Maclean (together the "Principals") and
Online Films LLC, a Delaware limited liability company, the Principals agreed to
transfer on their behalves, and on behalf of other beneficial owners, 91.847% of
the membership interest in Online Films so that Online Films became a subsidiary
of the Company. In consideration of the transfer of the Principals' membership
interests, the Principals and other beneficial owners of Online Films received
an aggregate of 5,632,800 shares of the Company's common stock of which, Mr.
Rutledge received 1,110,000 shares. As a result of the acquisition the Company
acquired a 91.847% ownership interest in Online Films. The acquisition of
91.847% of the membership interest of Online Films is referred to herein as the
"Online Films Acquisition." As a result of the Online Films Acquisition, the
prior owners of Online Films now control 44.5% percent of the Company, which was
renamed InternetStudios.com, Inc., effective September 18, 1997.
In addition, pursuant to a Management Agreement between the Company and Mr.
Rutledge, Mr. Rutledge was granted an option to purchase 175,000 shares of the
Company's common stock.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Rutledge entered into the above mentioned transaction to acquire
the shares of common stock for investment purposes. The common stock was
acquired pursuant to the Acquisition Agreement as described in Item 3 of this
statement on Schedule 13D.
At Closing, the following persons became the officers and members of the
board of Directors of the Company:
Robert Maclean Director
Mark Rutledge Secretary, Treasurer, Vice President of Business
Affairs and Director
Michael Edwards Chief Operating Officer and Director
Heidi Lester Chief Executive Officer
Steven Fredericks Acting President and Chief Financial Officer
Other than as set forth in Item 3 or Item 4 of this statement on Schedule
13D, InternetStudios.com, Inc. currently has no plan or proposal which relates
to, or may result in, any of the matters listed in Items 4(a) - (i) of Schedule
13D (although InternetStudios.com, Inc. reserves the right to develop such
plans).
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on January 19, 2000, Mr. Rutledge
beneficially owned 1,110,000 shares of common stock. Such shares represent
approximately 8.40% of the outstanding shares of common stock./1/
(b) Mr. Rutledge holds the sole power to vote and to dispose of all of the
1,110,000 shares of common stock.
(c) Mr. Rutledge has not effected any transaction in the common stock
during the past 60 days, except as disclosed herein.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described in Item 4 above, to Mr. Rutledge's knowledge,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
2.1 Acquisition Agreement dated as of September 17, 1999
</TABLE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information named in this statement is true, complete and correct.
Date: January 20, 2000 Mark Rutledge
By: /s/ Mark Rutledge
______________________
_________________________
/1/ On December 1, 1999, Mr. Rutledge was granted an option to purchase 175,000
shares of the Company's common stock vesting over a three year period.
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EXHIBIT 2.1
ACQUISITION AGREEMENT
---------------------
Re: Online Films LLC
THIS AGREEMENT dated for reference September 17, 1999, is among Ehealth.com,
Inc., a Nevada company of 1100 Melville Street, 6th Floor, Vancouver, B.C.,
V6E 4A6, and fax (604) 682-6509 (the "Company"); and Mark Rutledge and Rob
Maclean, both of 1040 Hamilton Street, Suite 207, Vancouver, B.C. V6B 2R9, and
fax (604) 689-8163 (together the "Principals"); and Online Films LLC, a Delaware
limited liability company of 1040 Hamilton Street, Suite 207, Vancouver, B.C.
V6B 2R9, and fax (604) 689-8163 ("Online").
WHEREAS the Company has agreed to raise $8 million to finance the development of
Online's business and the Principals have agreed to transfer all of their
interest in Online to the Company and become directors and officers of the
Company, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, the parties agree that:
INTERPRETATION
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1. The definitions in the recitals are part of this agreement.
2. In this agreement:
a. "Beneficiaries" means the persons with a beneficial interest in the
Principals' Interest.
b. "Business Plan" means Online's business plan dated September, 1999.
c. "Closing" means September 30, 1999.
d. "Consolidation" means the Company's proposed 3:1 consolidation of its
issued and outstanding common stock.
e. "Financing" means $8 million for the development of Online.
f. "Principals' Interest" means the Principals' interest in Online.
g. "$" means United States dollars.
TERMS AND CONDITIONS OF THE ACQUISITION
---------------------------------------
The Financing
- -------------
3. The Company will raise the Financing by offering 1 million of its shares at
$8.00 per share under Regulation S of the United States Securities Act of
1933 and will advance the proceeds to Online. Online will use the proceeds
to develop its business as described in the Business Plan.
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The Share Transfer
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4. The Principals will transfer the Principals' Interest to the Company
immediately after the Closing so that Online becomes a wholly owned
subsidiary of the Company as of the Closing date.
5. As consideration for the Transfer, the Company will issue 6,132,800 post-
Consolidation shares in the Company's common stock to the Principals and
the Beneficiaries as soon as practicable after the Closing. The Principals
will advise the Company in writing of the names and addresses of the
Beneficiaries and the number of shares to which each is entitled under this
agreement. These shares will be subject to Rule 144 of the United States
Securities Act of 1933.
6. Online consents to the Principals' transferring the Principals'
Interest to the Company.
REPRESENTATIONS AND WARRANTIES
------------------------------
The Principals
- --------------
7. The Principals represent and warrant that:
a. They own the Principals' Interest free of any claim or potential claim
by any person except the Beneficiaries and have Beneficiaries'
authority to transfer the Principals' Interest as described in this
agreement.
b. Neither they nor the Beneficiaries have any right to acquire
additional interests in Online.
c. Nothing in the Business Plan is proprietary to their employers or
former employers or any other person, and their providing their
expertise and services to Online is not an infringement of
intellectual property rights owned by any person or company.
d. The Business Plan truly and accurately reflects the business of Online
and the intentions of the Principals.
Online
- ------
8. Online represents and warrants that:
a. It is a limited liability company formed and in good standing under
the laws of Delaware.
b. The Principals' Interest are fully paid and non-assessable and
represent all of their interest in Online.
c. It has granted no person a right to acquire any additional shares of
Online.
d. It has the legal capacity and authority to make and perform this
agreement.
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e. It has incurred no liabilities and entered into no contracts that are
not disclosed in writing to the Company.
f. It has conducted no business except the business that is described in
the Business Plan.
g. No claims against it or any of its principals are before any court or
regulatory authority or are pending or threatened, and it is not aware
of any ground for any claim that might succeed.
OTHER PROVISIONS
----------------
9. The Principals and Online acknowledge that this agreement was prepared for
the Company by Jeffs & Company Law Corporation and that it may contain
terms and conditions onerous to them. They expressly acknowledge that the
Company has given them adequate time to review this agreement and to seek
and obtain independent legal advice, and they represent to the Company that
they have in fact sought and obtained independent legal advice and are
satisfied with all the terms and conditions of this agreement.
10. Time is of the essence of this agreement.
11. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
12. Any notice that must be given or delivered under this agreement must be in
writing and delivered by hand or transmitted by fax to the address or fax
number given for the party on page 1 and is deemed to have been received
when it is delivered by hand or transmitted by fax unless the delivery or
transmission is made after 4:00 p.m. or on a non-business day where it is
received, in which case it is deemed to have been delivered or transmitted
on the next business day. Any payments of money must be delivered by hand
or wired as instructed in writing by the receiving party. Any delivery of a
thing other than a written notice or money must be delivered by hand to the
receiving party's address.
13. Neither the Principals nor Online may assign this agreement or any
part of it to another party.
14. Any amendment of this agreement must be in writing and signed by the
parties.
15. This agreement enures to the benefit of and binds the parties and
their respective successors, heirs and permitted assignees.
16. No failure or delay of the Company in exercising any right under this
agreement operates as a waiver of the right. The Company's rights under
this agreement are cumulative and do not preclude the Company from relying
on or enforcing any legal or equitable right or remedy.
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17. If any provision of this agreement is illegal or unenforceable under any
law, then it is severed and the remaining provisions remain legal and
enforceable.
18. This agreement may be signed in counterparts and delivered to the parties
by fax, and the counterparts together are deemed to be one original
document.
Ehealth.com, Inc. The Principals:
/s/ Allen Wilson /s/ Mark Rutledge
- -------------------------- --------------------------------
Authorized signatory Mark Rutledge
September 19, 1999 September 23, 1999
Online Films LLC
/s/ Mark Rutledge /s/ Rob Maclean
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Mark Rutledge Rob Maclean
September 23, 1999 September 23, 1999
/s/ Rob Maclean
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Rob Maclean
September 23, 1999
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