-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5Gv1NDYeJSvebCHWFV64rta2btqS3AxxSuw6OCxRUcfiz2TV2UI+s7Guf8iBgs8 EfkEWxsqtnwZ7SWZ8iR46g== 0001144204-04-009419.txt : 20040701 0001144204-04-009419.hdr.sgml : 20040701 20040701162331 ACCESSION NUMBER: 0001144204-04-009419 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMAIL REAL ESTATE COM INC CENTRAL INDEX KEY: 0001140028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841588441 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79910 FILM NUMBER: 04895585 BUSINESS ADDRESS: STREET 1: 210 WILCOX ST. STREET 2: SUITE 201 CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: 3032577800 MAIL ADDRESS: STREET 1: 210 WILCOX ST STREET 2: SUITE 201 CITY: CASTLE ROCK STATE: CO ZIP: 80104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE FINANCING INC CENTRAL INDEX KEY: 0001296086 IRS NUMBER: 900155662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 490 WEST END AVENUE CITY: NEW YORK STATE: NY ZIP: 10024 BUSINESS PHONE: 212-580-4750 MAIL ADDRESS: STREET 1: 490 WEST END AVENUE CITY: NEW YORK STATE: NY ZIP: 10024 SC 13D 1 v04315_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 EMAIL REAL ESTATE.COM, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 268749 10 8 (CUSIP Number) Ira D. Tokayer, Esq. 1333 Broadway - Suite 905 New York, New York 10018 (212) 695-5250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 2004 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 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 ("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). CUSIP No. 268749 10 8 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chase Financing, Inc.; 90-0155662 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) (See item 3) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 2,200,000 Number of Shares - -------------------------------------------------------------------------------- Beneficially 8. Shared Voting Power Owned by Each -0- - -------------------------------------------------------------------------------- Reporting 9. Sole Dispositive Power 2,200,000 Person With - -------------------------------------------------------------------------------- 10. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,200,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 8.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, par value $0.001 per share (the "Common Stock") of Email Real Estate.com, Inc., whose principal executive offices are located at 21 Wilcox Street, Unit #C, Castle Rock, CO 80104 (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the reporting person is Chase Financing, Inc. ("Chase"). (b) The business address of the reporting person is 3422 Old Capitol Trail - Suite 700, Wilmington, DE 19808-6192. (c) Chase was formed for the purpose of financial consulting and investing in companies. (d) Chase has not been convicted in any criminal proceedings during the last five years. (e) Chase has not been a party to any civil proceedings during the last five years. (f) Chase is a corporation organized under the laws of the State of Delaware. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Chase acquired the securities from The Washington Trust with funds from its working capital. The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference. ITEM 4. PURPOSE OF TRANSACTION. The shares of the Issuer were acquired by Chase for investment purposes in contemplation of, and in connection with, the Agreement and Plan of Merger ("Merger Agreement") entered into on June 17, 2004 by the Issuer, EMLR Acquisition Corp., a Delaware corporation that is a wholly-owned subsidiary of the Issuer ("EMLR Acquisition") and Hudson Health Sciences, Inc., a Delaware corporation ("Hudson"), pursuant to which EMLR Acquisition will merge with and into Hudson, with Hudson remaining as the surviving entity and a wholly-owned subsidiary of the Issuer (the "Merger"). The shares acquired by Chase are currently being held in escrow and are subject to a right of recission in the event the Merger is not consummated on or before July 31, 2004, in which case the escrow agent shall return the purchase price to Chase and the Issuer will reissue the shares to The Washington Trust, unless the delay is due solely to regulatory issues in which case the closing shall be automatically extended for an additional thirty (30) days. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Chase is deemed to beneficially own all 2,200,000 shares, representing 8.8% of the outstanding shares of Common Stock. This percentage is based, as to the number of outstanding shares, upon the Issuer's statement as to the number of outstanding shares of Common Stock as set forth in its Form 10-KSB, filed with the Securities and Exchange Commission on June 1, 2004. (b) Chase has the sole power to vote or to direct the vote, and dispose or direct the disposition, of all 2,200,000 shares owned by it. (c) Chase acquired all 2,200,000 shares from The Washington Trust as of June 17, 2004 for $.017676 per share. The transaction was effected by delivering the purchase price, the shares and all required transfer instructions to the escrow agent, pending the Merger or instruction from The Washington Trust requiring the sale to proceed despite the Merger not taking place, if applicable. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock purchased by Chase. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. It is intended that there will be a voting agreement whereby Chase agrees to vote in favor of the Merger. The shares acquired by Chase are currently being held in escrow and are subject to a right of recission in the event the Merger is not consummated on or before July 31, 2004, in which case the escrow agent shall return the purchase price to Chase and the Issuer will reissue the shares to The Washington Trust, unless the delay is due solely to regulatory issues in which case the closing shall be automatically extended for an additional thirty (30) days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Filed herewith is a copy of the Merger Agreement. 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. June 30, 2004 CHASE FINANCING, INC. By: /s/ ROBERT HERSKOWITZ ------------------------ ROBERT HERSKOWITZ President -----END PRIVACY-ENHANCED MESSAGE-----