Esynch Corp/CA, et al. – ‘SC 13D’ on 5/4/01 re: 141 Capital, Inc.

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     44K 
 2: EX-7.(A)    Opinion re: Liquidation Preference                     1      6K 
 3: EX-7.(B)    Opinion re: Liquidation Preference                     5     20K 
 4: EX-7.(C)    Opinion re: Liquidation Preference                     1      6K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
  (AMENDMENT NO.          )*
             ---------

 STREAMEDIA COMMUNICATIONS, INC.
--------------------------------------------------------  
(Name of Issuer)

Common Stock, $0.001 par value
--------------------------------------------------------  
(Title of Class of Securities)

 86323T105
--------------------------------------------------------  
(CUSIP Number)

 Stephen E. Newton
Heller Ehrman White & McAuliffe, LLP
 601 South Figueroa Street, 40th Floor
Los Angeles, CA 90017-5758
(213) 689-0200
--------------------------------------------------------  
(Name, Address and Telephone Number of Person Authorized  
to Receive Notices and Communications)

March 22, 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 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 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 ("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).                                                                 

SC 13D
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SCHEDULE 13D          

CUSIP No. 86323T105                                       Page  2  of  8  Pages 
   ---------                                            ---    ---

------------------------------------------------------------------------------- 
(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE  
PERSONS                                                               

  eSynch Corporation                                   I.D. No. 87-0461856
------------------------------------------------------------------------------- 
(2) CHECK THE APPROPRIATE BOX IF A MEMBER     (a)  /X/                        
OF A GROUP*                               (b)  / /                    
------------------------------------------------------------------------------- 
(3) SEC USE ONLY                                                              
------------------------------------------------------------------------------- 
(4) SOURCE OF FUNDS*                                                          

------------------------------------------------------------------------------- 
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO          
ITEMS 2(d) OR 2(e)                             / /                    
------------------------------------------------------------------------------- 
(6) CITIZENSHIP OR PLACE OF ORGANIZATION                                      
DELAWARE                                                              
------------------------------------------------------------------------------- 
NUMBER OF                    (7) SOLE VOTING                                  
SHARES                            POWER            1,447,020                
BENEFICIALLY                 -------------------------------------------------- 
OWNED BY                    (8) SHARED VOTING                               
EACH                            POWER                    0              
REPORTING                   --------------------------------------------------
PERSON                      (9) SOLE DISPOSITIVE                            
WITH                             POWER            1,447,020               
                            --------------------------------------------------
 (10) SHARED DISPOSITIVE
                  POWER                    0
------------------------------------------------------------------------------- 
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
1,447,020                                                   
------------------------------------------------------------------------------- 
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   / /   

------------------------------------------------------------------------------- 
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
18.7%                                                                 
------------------------------------------------------------------------------- 
(14) TYPE OF REPORTING PERSON*                                                  
CO                                                                    
------------------------------------------------------------------------------- 
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D
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SCHEDULE 13D          

CUSIP No. 86323T105                                       Page  3  of  8  Pages 
   ---------                                            ---    ---

------------------------------------------------------------------------------- 
(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE  
PERSONS                                                               

   Thomas C. Hemingway                                I.D. No. _____________
------------------------------------------------------------------------------- 
(2) CHECK THE APPROPRIATE BOX IF A MEMBER     (a)  /X/                        
OF A GROUP*                               (b)  / /                    
------------------------------------------------------------------------------- 
(3) SEC USE ONLY                                                              
------------------------------------------------------------------------------- 
(4) SOURCE OF FUNDS*                                                          
------------------------------------------------------------------------------- 
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO          
ITEMS 2(d) OR 2(e)                             / /                    
------------------------------------------------------------------------------- 
(6) CITIZENSHIP OR PLACE OF ORGANIZATION                                      

------------------------------------------------------------------------------- 
NUMBER OF                    (7) SOLE VOTING                                  
SHARES                            POWER                    0                
BENEFICIALLY                 -------------------------------------------------- 
OWNED BY                    (8) SHARED VOTING                               
EACH                            POWER               67,000              
REPORTING                   --------------------------------------------------
PERSON                      (9) SOLE DISPOSITIVE                            
WITH                             POWER                    0               
                            --------------------------------------------------
 (10) SHARED DISPOSITIVE
                  POWER               67,000
------------------------------------------------------------------------------- 
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
67,000                                                                
------------------------------------------------------------------------------- 
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   / /   

------------------------------------------------------------------------------- 
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
0.9%                                                                  
------------------------------------------------------------------------------- 
(14) TYPE OF REPORTING PERSON*                                                  
IN                                                                    
------------------------------------------------------------------------------- 
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D
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SCHEDULE 13D          

CUSIP No. 86323T105                                       Page  4  of  8  Pages 
   ---------                                            ---    ---

------------------------------------------------------------------------------- 
(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE  
PERSONS                                                               

  Detra Maurp Hemingway                             I.D. No. _____________
------------------------------------------------------------------------------- 
(2) CHECK THE APPROPRIATE BOX IF A MEMBER     (a)  /X/                        
OF A GROUP*                               (b)  / /                    
------------------------------------------------------------------------------- 
(3) SEC USE ONLY                                                              
------------------------------------------------------------------------------- 
(4) SOURCE OF FUNDS*                                                          
------------------------------------------------------------------------------- 
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO          
ITEMS 2(d) OR 2(e)                             / /                    
------------------------------------------------------------------------------- 
(6) CITIZENSHIP OR PLACE OF ORGANIZATION                                      

------------------------------------------------------------------------------- 
NUMBER OF                    (7) SOLE VOTING                                  
SHARES                            POWER                    0                
BENEFICIALLY                 -------------------------------------------------- 
OWNED BY                    (8) SHARED VOTING                               
EACH                            POWER               67,000              
REPORTING                   --------------------------------------------------
PERSON                      (9) SOLE DISPOSITIVE                            
WITH                             POWER                    0               
                            --------------------------------------------------
 (10) SHARED DISPOSITIVE
                  POWER               67,000
------------------------------------------------------------------------------- 
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
67,000                                                                
------------------------------------------------------------------------------- 
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   / /   

------------------------------------------------------------------------------- 
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
0.9%                                                                  
------------------------------------------------------------------------------- 
(14) TYPE OF REPORTING PERSON*                                                  
IN                                                                    
------------------------------------------------------------------------------- 
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
 INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D
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SCHEDULE 13D          

CUSIP No. 86323T105                                       Page  5  of  8  Pages 
   ---------                                            ---    ---

ITEM 1(a)         NAME OF ISSUER:                                               

Streamedia Communications, Inc.                               

ITEM 1(b)         ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:              

244 West 54th Street, 12th Floor, New York, New York 10019    

ITEM 1(c)         TITLE OF CLASS OF EQUITY SECURITIES                           

Common Stock, $0.001 par value (the "Common Stock").          

ITEM 2.    IDENTITY AND BACKGROUND.                                             

This report on Schedule 13D is filed in connection with the   
acquisition of 1,447,020 shares (the "Acquired Shares") of Common Stock by      
eSynch Corporation ("eSynch") and the formation of a group to act together in   
voting Common Stock in favor of various matters including a business            
combination, all as described in Item 4. The Acquired Shares include 533,333    
shares of Common Stock that the issuer now owes eSynch, but has not yet         
issued, under the terms of a Collateral Agreement dated March 5, 2001 between   
eSynch and the issuer.                                                          

(a) The Reporting Persons are eSynch Corporation, a Delaware  
corporation, Thomas C. Hemingway, an individual, and Detra Mauro Hemingway,     
an individual. The executive officers and directors of eSynch are:              

Thomas C. Hemingway, Chairman of the Board and Chief Executive Officer;         

David Lyons, President and Director;                                            

T. Richard Hutt, Secretary, Vice President and Director;                        

James H. Budd, Vice President and Director;                                     

Robert B. Way, Vice President;                                                  

Norton Garfinkle, Director; and                                                 

Robert Orbach, Director.                                                        

      (b) The address of eSynch is 15502 Mosher Avenue, Tustin, California
92780 and the business addresses of each of the executive officers of eSynch    
is 15502 Mosher Avenue, Tustin, California 92780. The business addresses of     
the other persons named in Item 2(a) are as follows:                            

Thomas C. Hemingway            15502 Mosher Avenue, Tustin, California 92780    
Detra Mauro Hemingway          15502 Mosher Avenue, Tustin, California 92780    
Norton Garfinkle               133 East 62nd Street, New York, New York 10021   
Robert Orbach                  1262 East 31st Street, Brooklyn, New York 11210  

   (c) eSynch is a provider of video delivery tools, streaming media
services, and software utilities. The principal occupations of Messrs.          
Hemingway, Lyons, Hutt, Budd and Way are serving as executive officers of       
eSynch.                                                                         

Ms. Hemingway is a retired marketing executive.               

Mr. Garfinkle's principal occupation is Chairman of Oxford    
Management Corporation, an investment company that specializes in developing    
new technology companies. The address of Oxford Management Company is 133       
East 62nd Street, New York, New York 10021.                                     

   Mr. Orbach's principal occupation is President of Orbach, Inc., a
consulting and advisory services firm serving personal computer hardware and    
software companies. The address of Orbach, Inc. is 1262 East 31st Street,       
Brooklyn, New York 11210.                                                       

    (d) None of the persons identified in Item 2(a) has been convicted
in any criminal proceeding (excluding traffic violations or similar             
misdemeanors) during the last 5 years.                                          

SC 13D
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SCHEDULE 13D          

CUSIP No. 86323T105                                       Page  6  of  8  Pages 
   ---------                                            ---    ---

    (e) None of the persons identified in Item 2(a) was a party to any
civil proceeding during the last five years as a result of which it or he has   
been subject to 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.             

    (f) Each of the individuals named in Item 2(a) is a citizen of the
United States of America.                                                       

ITEM 3.    SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.                  

     Reference is made to Item 4 for a description of the transaction in
which eSynch acquired the Acquired Shares. The Issuer issued the Acquired       
Shares to eSynch as collateral for loans from eSynch to the Issuer in the       
amount of $436,850 (the "Loans"). The source of the funds loaned by eSynch to   
the Issuer was a combination of working capital and the proceeds from the       
sale of securities. Mr. and Ms. Hemingway paid $53,312.50 from personal         
savings to acquire 67,000 shares of the Issuer.                                 

ITEM 4.    PURPOSE OF TRANSACTION.                                              

On March 22, 2000, the Issuer issued the 913,687 of the Acquired Shares to      
eSynch pursuant to the terms of a Collateral Agreement dated as of March 5,     
2001 between the Issuer and eSynch. The Issuer now owes, but has not yet        
issued to, eSynch an additional 533,333 Acquired Shares under the Collateral    
Agreement. On January 24, 2001, the Issuer and eSynch announced that they had   
signed a letter of intent to effect a business combination (the "Merger") in    
which eSynch would become a wholly owned subsidiary of the Issuer. If the       
Merger were completed, shares of eSynch Common Stock and Preferred Stock        
outstanding before the Merger would be converted into shares of the Issuer's    
Common Stock and Preferred Stock respectively, and holders of the Common        
Stock of eSynch immediately before the Merger would own a majority of the       
Issuer's Common Stock outstanding immediately after the Merger. The Issuer      
and eSynch had informally agreed that before the completion of the Merger,      
the Issuer would amend its Certificate of Incorporation to effect a one for     
five reverse stock split, increase its authorized Common Stock to 80,000,000    
shares and authorize 1,000,000 shares of Preferred Stock. On March 29, 2001,    
eSynch and the Issuer agreed not to proceed with the Merger and to end Merger   
discussion. On March 30, 2001, eSynch announced that eSynch and the Issuer      
had terminated Merger discussions.                                              

The purpose of the Issuer's issuance of the Acquired Shares to
eSynch was to secure the Loans that were to provide funds to be used as         
working capital to fund the Issuer's operations until the Merger is completed.  

Mr. Hemingway is the Chairman of the Board and Chief Executive
Officer of eSynch and Ms. Hemingway is his spouse. Although the Reporting       
Persons did not expressly agree to act together in acquiring, holding, voting   
or disposing of the Common Stock of the Issuer, by reason of their              
relationships to each other each of them may be deemed to have understood       
that they would vote their shares of Common Stock for the Merger and the        
amendment of the Issuer's Certificate of Incorporation described above. By      
reason of any such understanding as to the voting of their Common Stock, the    
Reporting Persons may constitute a group that may be deemed to be one           
"person" for purposes of Section 13(d) of the Securities Exchange Act of        
1934, as amended (the "34 Act"), and Regulation 13D under the 34 Act.           

      The purpose of any understanding among the Reporting Persons to vote
their shares of Common Stock for the Merger and the amendment of the Issuer's   
Certificate of Incorporation was to provide greater assurance that the Merger   
and the amendment of the Issuer's Certificate of Incorporation described        
above would be approved by a majority of the holders of Issuer's Common Stock.  

 The Reporting Persons now intend to vote their shares of Common
Stock against a proposal to amend the Issuer's Certificate of Incorporation     
to effect a reverse stock split. The Reporting Persons have no current plans    
or proposals that relate to or would result in:                                 

    (a)      the acquisition or disposition of securities of the
Issuer;                               

     (b)      an extraordinary corporate transaction involving the
Issuer or any subsidiary;             

         (c)      a sale or transfer of a material amount of assets of the
Issuer or any subsidiary;             

  (d)      any changes in the Issuer's board of directors or
management;                           

      (e)      any material change in the Issuer's capitalization or
dividend policy;                      

      (f)      any other material change in the Issuer's business or
corporate structure;                  

   (g)      changes in the Issuer's charter or bylaws or other
               actions that may impede the acquisition of control of
the Issuer;                           

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SCHEDULE 13D          

CUSIP No. 86323T105                                       Page  7  of  8  Pages 
   ---------                                            ---    ---

         (h)      causing the Issuer's securities to cease to be quoted on
the Nasdaq Small Cap Market;          

(i)      the issuer's securities becoming eligible for  
          termination of registration under the 34 Act; or

(j)      any similar action.                            

     While the Reporting Persons have no current plans or proposals with
respect to the matters described above, except as indicated above, the          
Reporting Persons are not precluded from making or supporting in the future     
such plans or proposals as they believe appropriate. The Reporting Persons      
may consult with each other or act together with respect to the acquisition,    
disposition or voting of the Issuer's securities.                               

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.                                

   (a) eSynch is the direct beneficial owner of 1,447,020 shares, or
18.7% of the outstanding, Common Stock, including Acquired Shares now owed by   
the Issuer to eSynch but not yet issued. Mr. and Ms. Hemingway are the direct   
beneficial owners of 67,000 shares, or 0.9% of the outstanding, Common Stock.   

      By virtue of any understanding that the Reporting Persons would vote
their shares of Common Stock for the Merger and the amendment of the Issuer's   
Certificate of Incorporation, their current intention to vote against a         
proposed amendment to the Issuer's Certificate of Incorporation and the         
continuing possibility that the Reporting Persons will act together with        
respect to the Issuer's securities, as described in Item 4, each of them may    
be deemed for purposes of Section 13(d) of the Securities Exchange Act of       
1934, as amended (the "34 Act"), and Regulation 13D under the 34 Act to be      
the beneficial owner of all of the 1,514,020 shares of Common Stock owned by    
all of the Reporting Persons. Each of the Reporting Persons listed above        
disclaims beneficial ownership of all shares of Common Stock other than those   
stated above to be directly beneficially owned by such Reporting Person.        

      None of the other persons named in Item 2 is the beneficial owner of
any securities of the Issuer.                                                   

  (b) The following table provides information as to the number of
shares of Common Stock as to which each person named above in Item 5(a) has     
sole power to vote or direct the vote, sole power to dispose or direct the      
disposition or shared power to dispose or direct the disposition.               

                                                        [Enlarge/Download Table]

               NAME                                 POWER TO VOTE                   POWER TO DISPOSE OR DIRECT DISPOSITION  
-----------------------------------  -------------------------------------------  ------------------------------------------
                                            SOLE                   SHARED                SOLE                      SHARED   
                                            ----                   ------                ----                      ------   
                                                                                                                            
eSynch                                  1,447,020(1)                  0                 913,600                      0      
Thomas C. Hemingway                          0                     67,000                  0                       67,000   
Detra Mauro Hemingway                        0                     67,000                  0                       67,000   

-------------------------                                                       
(1)  Includes 533,333 Acquired Shares now owed by the Issuer to eSynch but      
not yet issued.                                                       

      (c) During the past 60 days eSynch has effected the transactions  in
the securities of the Issuer described in Item 4. During the past 60 days Mr.   
and Ms. Hemingway effected the following transactions in the securities of      
the Issuer:                                                                     

                                                                [Download Table]
  DATE     PURCHASE         SALE        PRICE      TOTAL   
-------  ------------  --------------  -------  -----------
                                                           
 2/7/01  2,000 shares                  $0.8438   $1,687.50 
2/12/01  6,500 shares                  $0.8125   $5,281.25 
2/12/01  1,500 shares                  $0.8125   $1,218.75 
2/13/01  2,000 shares                  $0.8750   $1,750.00 
2/27/01                (1,500) shares  $0.6875  ($1,031.25)
2/27/01                (5,000) shares  $0.6563  ($3,281.25)
 3/9/01  6,000 shares                  $0.4375   $2,625.00 
 3/9/01  3,000 shares                  $0.5000   $1,500.00 

(d) Not applicable.                                           

(e) Not applicable.                                           

SC 13D
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SCHEDULE 13D          

CUSIP No. 86323T105                                       Page  8  of  8  Pages 
   ---------                                            ---    ---

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH          
RESPECT TO SECURITIES OF THE ISSUER.                          

  The Collateral Agreement includes agreements with respect to the
issuance of Common Stock to eSynch as described in Item 4. The Reporting        
Persons may have understandings as to the voting of their shares of Common      
Stock as describe in Item 4.                                                    

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

     Exhibit 7(a) Collateral Agreement dated as of March 5, 2001 between
the Issuer and eSynch.                                                          

  Exhibit 7(b) Letter of Intent dated December 7, 2000 between the
Issuer and eSynch.                                                              

Exhibit 7(c) Joint Filing Agreement                           

SIGNATURES

      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:    May 3, 2001                                                           

eSynch Corporation      

        By:      /s/ Thomas C. Hemingway
                         -------------------------------------
       Thomas C. Hemingway

                 /s/ Thomas C. Hemingway
                         -------------------------------------
                      Thomas C. Hemingway (individually)

                 /s/ Detra Mauro Hemingway
                         -------------------------------------
                        Detra Mauro Hemingway (individually)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		5/4/01
		5/3/01		8					424B3,  PRER14A
		3/30/01		6					8-K,  NT 10-K,  S-3/A,  SC 13G
		3/29/01		6					8-K/A
		3/22/01		1
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		12/7/00		8
		3/22/00		6
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