SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed
Pursuant to Rule 13d-1(a) and Amendments Thereto
Filed Pursuant to File 13d-2(a)
emailthatpays.com, Inc.
-----------------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
756052-20-5
----------------
(CUSIP Number)
Lawrence D. Rovin, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
(215) 569-2898
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 4, 2001
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the
following box: |_|
_______________________________________________________________________________
CUSIP No. 861837-10-2 SCHEDULE 13D Page 2 of 5 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Daniel Hunter
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 2,604,999(1)
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | None
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 2,604,999(1)
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | None
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,604,999
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%(2)
______________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
-----------------
(1) Daniel Hunter owns 750,000 shares of Common Stock and owns options to
purchase 105,000 shares of Common Stock (68,056 of which are exercisable
within 60 days.) Camino Enterprises Ltd., an entity which is owned and
controlled by Daniel Hunter, owns 1,749,999 shares of Common Stock.
(2) Based upon 10,301,757 shares of Common Stock outstanding on December 31,
2001, as reported in the Issuer's Form 10-K filed with the Securities and
Exchange Commission on March 28, 2002.
_______________________________________________________________________________
CUSIP No. 861837-10-2 SCHEDULE 13D Page 3 of 5 Pages
_______________________________________________________________________________
Item 1. Security and Issuer.
This statement relates to the common stock (the "Common Stock") of
emailthatpays.com, Inc., 428 West Sixth Avenue, Vancouver, British Columbia, V5Y
1L2 (Canada).
Item 2. Identity and Background.
(a) Daniel Hunter.
(b) 428 West Sixth Avenue, Vancouver, British Columbia, V5Y 1L2
(Canada)
(c) Chief Executive Officer and Director, emailthatpays.com, Inc.
(d) None.
(e) None.
(f) Canada.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of an Agreement and Plan of Merger and
Reorganization, (the "Merger Agreement"), dated September 17, 1999, by and among
Realm Production and Entertainment, Inc. ("Realm" or the "Issuer"), Realm
Acquisition Corp. ("Merger Sub") a wholly-owned subsidiary of Realm and
emailthatpays.com, a company incorporated in the state of Nevada ("email
Nevada"), Merger Sub was merged with and into email Nevada. Realm subsequently
changed its name to tvtravel.com, Inc. and then to emailthatpays.com, Inc.
Pursuant to the merger, Realm issued 6,572,000 shares (post reverse split) of
its common stock as consideration in exchange for 100% of the issued and
outstanding shares of email Nevada. Pursuant to the merger, Hunter Holdings,
Inc., an entity controlled by Mr. Hunter, received 1,500,000 shares of Realm in
exchange for its shares of email Nevada. In November 2001, Hunter Holdings, Inc.
distributed 750,000 shares of the Issuer to Camino Enterprises Ltd., an entity
which is owned and controlled by Mr. Hunter, and the remaining 750,000 shares of
the Issuer to Mr. Hunter.
_______________________________________________________________________________
CUSIP No. 861837-10-2 SCHEDULE 13D Page 4 of 5 Pages
_______________________________________________________________________________
Camino Enterprises Ltd. purchased three units in a private
placement conducted by the Issuer on July 4, 2001, consisting of an aggregate of
999,999 shares of Common Stock and warrants to purchase an aggregate of 999,999
shares of Common Stock, in exchange for the cancellation of $200,001.00 of debt
owed to Camino Enterprises Ltd. by the Issuer. The warrants had a term of six
months, expired on January 4, 2002 and were not exercised.
Item 4. Purpose of Transaction.
The Reporting Person purchased the securities for investment
purposes.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 2,604,999 shares of
Common Stock. Mr. Hunter owns 750,000 shares of Common Stock and owns options to
purchase 105,000 shares of Common Stock (68,056 of which are exercisable within
60 days). Camino Enterprises Ltd., an entity which is owned and controlled by
Mr. Hunter, owns 1,749,999 shares of Common Stock.
The 2,604,999 shares of Common Stock beneficially owned by the
Reporting Person constitute 25.0% of the Common Stock. This calculation is based
upon 10,301,747 shares of Common Stock outstanding on December 31, 2001, as
reported in the Issuer's Form 10-K filed with the Securities and Exchange
Commission on March 28, 2002.
(b) The Reporting Person has the sole power to vote and to dispose
of 2,604,999 shares of Common Stock. The Reporting Person does not share the
power to vote or to dispose of any shares of Common Stock.
(c) The Reporting Person acquired shares of Common Stock as set
forth on in Item 3 hereof.
(d) None.
(e) None.
_______________________________________________________________________________
CUSIP No. 861837-10-2 SCHEDULE 13D Page 5 of 5 Pages
_______________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Items 3 and 4.
Item 7. Material to be Filed as Exhibits.
The Agreement and Plan of Merger and Reorganization described in
Item 3 has been filed with the Securities and Exchange Commission on November
29, 1999 as Exhibit 2.1 to its Current Report on Form 8-K.
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: March 29, 2002 /s/ Daniel Hunter
---------------------
Daniel Hunter