GREAT BEAR INVESTMENTS INC, 10SB12G, 2000-05-26

GREAT BEAR INVESTMENTS INC
10SB12G, 2000-05-26

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934

GREAT BEAR INVESTMENTS, INC.
(Name of Small Business Issuers in Its Charter)

NEVADA 98-0209119
(State or Other Jurisdiction of (IRS. Employer
Incorporation or Organization) Identification No.)

3838 CAMINO DEL RIO NORTH, SUITE 333, SAN DIEGO CA 92108-1789
(Address of Principal Executive Offices) (Zip Code)

1-619-280-8000
(Registrant's Telephone Number)

Securities to be registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED

N/A N/A

Securities to be registered pursuant to Section 12(g) of the Act:

COMMON EQUITY, PAR VALUE $.001
(Title of Class)

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GREAT BEAR INVESTMENTS, INC.
FORM 10-SB
TABLE OF CONTENTS

<TABLE>

NO. TITLE PAGE NO.

PART 1

<S> <C> <C>
Item 1. Description of Business ............................. 3
Item 2. Management's Discussion and Analysis or Plan
of Operation ........................................ 9
Item 3. Description of Issuer's Facilities .................. 12
Item 4. Security Ownership of Certain Beneficial
Owners and Management ............................... 12
Item 5. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act ................................. 13

Item 6. Executive Compensation .............................. 14

Item 7. Certain Relationships and Related Transactions ...... 15
Item 8. Description of Securities ........................... 15

PART II

Item 1 Market price and Dividends on Company's
Common Equity and Other Stockholder Matters ......... 17
Item 2. Legal Proceedings ................................... 17
Item 3. Changes in and Disagreements with Accountants ....... 17
Item 4. Recent Sales of Unregistered Securities ............. 17
Item 5. Indemnification of Directors and Officers ........... 19

PART F/S

Financial Statements ................................ 19

PART III

Item 1. Index to Exhibits ................................... 20
Item 2. Description of Exhibits ............................. 20
Signatures .......................................... 22

</TABLE>

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Great Bear Investments, Inc. (The "Registrant" or the "Company") was
originally incorporated as Great Bear Resources, Inc. in the State of Nevada on
March 12, 1999. The Company's name was changed to Great Bear Investments, Inc.
on May 25, 1999.

The Registrant is an Internet based entertainment company that provides a
virtual casino entertainment complex (CasinoInterPlex) as a central meeting
place for Web Gamblers.

The backbone of the Registrant's business is the CasinoInterPlex Website.
As well as providing a portal to its own company operated gambling facilities,
the Website provides an interchange environment that allows Web Gamblers to
visit other Internet Casino sites that are business members of the
CasinoInterPlex.

Business members of the CasinoInterPlex are independent Internet Casino
Operators who not only benefit from additional traffic to their websites, but
also by utilizing the various e-commerce related services of the Company and
sharing in CasinoInterPlex earnings by participating in the revenue sharing
program.

Although its business activities have not yet commenced, the Registrant's
business revenue will be derived from three principal areas: licensee fees,
earnings participation and Company owned and operated sites.

The Internet Casino Industry today is very new; the oldest operating being
only approximately 4 years old. Because of the relative youth, the market is
still very much fragmented and customers, or Web Gamblers, have not yet
developed strong preferences or unshakeable product loyalty.

This potentially high profitable market remains largely open and available
to any Internet Casino Operator who can not only deliver a product that is
innovative and entertaining, but who can also demonstrate the ability to deliver
that product in a fashion that is fair,

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equitable and efficient. CasinoInterPlex plans to provide that type of service
and by doing so to set the standard for Internet Casino Operators.

As the industry standard setter, CasinoInterPlex will be amongst the first
Internet Casino Operators to employ cutting-edge innovative technologies that
include web cameras, voice over data lines, wireless forms of communication
links and other e-commerce services. These enhancements and services, that will
be available to all CasinoInterPlex business members, were previously too
expensive or unavailable for most individual Internet Casino Operators to
provide. Business membership in the CasinoInterPlex will allow these business
members operators to provide their patrons with a much greater sense of fairness
and security.

CasinoInterPlex is a virtual landscape, offering the Web Gambler a number
of Web Complexes and Towers to explore. Each virtual structure offers a series
of floors with various activities available on each floor.

Upon electronic selection, the Web Gambler is delivered into an
entertainment area of choice. Each entertainment area is occupied by a discrete
CasinoInterPlex Tenant (Internet Casino Operation), who is registered and
eligible to receive benefits from the CasinoInterPlex profit sharing program.
All conduct and site operations are governed and regulated by the Company to
maintain the integrity of the CasinoInterPlex operation.

As Web Gamblers enter the main site they can obtain gambling chips and
tokens from the CasinoInterPlex Bank (which clears all CasinoInterPlex
transactions). All transactions occur on a secure site, which uses a high level
of encryption to encode then transfer all credit card and personal information.
As security and anonymity are assured, the Web Gambler can then start exploring
with confidence in the CasinoInterPlex.

The Web Gambler is characteristic of the click, zoom and gone Web Surfer
mentality - the CasinoInterPlex caters to that urge. The CasinoInterPlex profit
sharing program rewards those Internet Casino Operators who deliver a Web
Gambler to another business member of the CasinoInterPlex. The recipient
Internet Casino Operator pays a

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commission to the House and the Internet Casino Operator who delivers a Web
Gambler to another business member's site.

Any Internet Casino Operator who allows the Web Gambler to leave the
CasinoInterPlex forfeits the final "Opening" commission. This provides a
built-in incentive for each business member to promote the sites of other
CasinoInterPlex business members.

CasinoInterPlex uses a powerful search engine to find specific targeted
Tenants (for variety and uniqueness), and then attracts them to the
CasinoInterPlex, and all its products and services. The Tenants who occupy the
virtual space can continue to conduct their business in the usual fashion, plus
have the opportunity to open the doors to the CasinoInterPlex, at no risk.

The CasinoInterPlex Company owned sites feature all classic casino games:
such as Blackjack, Video Poker, Slots, and Roulette, as well as new
International games like Pai Gow, Sic Bo, plus cultural favorites like the
Chinese Majiang, the Japanese Pachinko and international sports betting like the
Brazilian Hiline.

Bets on CasinoInterPlex are placed with chips or tokens that are purchased
by Web Gamblers and paid for with either credit cards, bank wire transfers or
checks (OAC). The CasinoInterPlex Bank processes all purchase transactions and
payouts.

Further revenue generation occurs at the site level through banner and
classified advertising, and direct makerting. Web Gambler memberships will also
be available through subscription to Casino-zone and affinity programs.

In the short term, CasinoInterPlex expects to gain a modest default market
share in this exclusive industry. Time and exposure will increase market share
in direct proportion to the desirability of the various CasinoInterPlex business
member sites and the promotional activities of the business membership.

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RISK FACTORS

LACK OF OPERATIONS AND PROFITABILITY.

The Registrant is in the pre-operational development stage and has no
history of operations or profits in the Internet gaming industry.

UNCERTAINTY OF COMMERCIAL SUCCESS.

Although the Registrant is optimistic about its revenue and profitability
prospects, there can be no assurances of commercial success of its
CasinoInterplex product. Furthermore, the Internet gaming industry is relatively
new and in the midst of rapid change, growth and uncertainty. There can be no
assurance that the Registrant will be able to keep up with the pace of
technological change or fund its growth.

COMPETITION.

The Registrant is subject to competition from other companies that compete
with similar products and services. These competitors have been in the business
longer than the Registrant and may have larger and more sophisticated
organizations with better experienced and larger executive and operating staffs.
There can be no assurance that the Registrant's prospects will not be adversely
affected by competition from these companies.

NEED FOR ADDITIONAL FINANCING.

The Registrant will require additional financing in order to establish
profitable operations. There is no assurance that such financing will be
forthcoming or that it can be obtained on terms favorable to the Registrant.

DEPENDENCE ON MANAGEMENT.

The Registrant is largely dependent upon the efforts and abilities of its
management team. The management team has particular experience and gaming
industry contacts. There is no assurance that the Registrant can be successful
in operating the business if the services of the management team become
unavailable.

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DIVIDENDS.

The Registrant has never paid a cash dividend on its common stock. The
Registrant is not obliged to pay a dividend on the shares being registered
hereby, nor does it anticipate payment of any dividends for the foreseeable
future. The Registrant anticipates retaining its earnings to finance its
operations, growth and expansion.

NO ASSURANCES OF PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE.

There currently is no public trading market for the Registrant's common
stock. There can be no assurance that an active public trading market can be
established or sustained. Furthermore, if a public market for the common stock
is established, the shares could be subject to significant fluctuations in
response to operating results and other factors, many of which are not within
the Registrant's control.

DEPENDENCE ON PROPRIETARY TECHNOLOGY; RISKS OF THIRD PARTY INFRINGEMENT
CLAIMS.

Although the Registrant believes that its products and technologies do not
infringe upon the proprietary rights of any third parties, there can be no
assurance that third parties will not assert infringement claims against
products and technologies which the Registrant licenses, or has the rights to
use, from third parties. Any such claims, if proven, could materially and
adversely affect the Registrant's business and results of operations. In
addition, the necessary management attention to, and legal costs associated
with, litigation or other resolution of such claims, could materially and
adversely affect the Registrant's business and results of operations.

COMPLIANCE WITH TERRITORIAL LAWS AND REGULATIONS.

There currently exists a great deal of uncertainty and disagreement over
whether existing laws and regulations apply to Internet gambling and whether
territorial governments have the authority and/or ability to govern commerce on
the Internet. Although the Registrant believes that its business is in full
compliance with territorial laws and regulations, there are no assurances that a
territorial jurisdiction, or agency thereof, will not charge the Registrant with
the contravention of a law or regulation. Furthermore, there are no assurances
that the

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government of a territorial jurisdiction will not enact a new law or
regulation that would make the Registrant's business unlawful.

YEAR 2000 SOFTWARE COMPLIANCE.

The Company is aware of the issues associated with the programming code in
existing computer systems related to the year 2000. The "year 2000 problem" is
pervasive and complex as virtually every computer operation will be affected in
some way by the rollover of the two-digit year value to 00. The issue is whether
computer systems will properly recognize date sensitive information when the
year changes to 2000. Systems that do not date sensitive information when the
year changes to 2000. Systems that do not properly recognize such information
could generate erroneous data or cause a system to fail.

Additionally, if the Company, its customers, vendors or others with whom it
does significant business are unable to resolve external processing issues in a
timely manner, it could result in material adverse effect on the Company.

REPORTS TO SECURITY HOLDERS.

The Registrant has decided to file the Form 10-SB and has done so in order
to get wide access to the public and the public markets to raise money in the
future.

The Registrant is not now fully reporting, but plans to make annual audited
financial statements available to its shareholders. This Registration Statement
will be automatically effective as of 60 days from the date of filing and
consequently, the Registrant will be required to file annual reports in
accordance with the Securities Exchange Act of 1934.

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports,

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proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The address of that site is
(http://www.sec.gov). The Registrant's Internet address is
www.casinointerplex.com.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The first year of operation, the period covered by the Registrant's
business plan, will be a development phase during which the Registrant will be
putting its Web site in place, establishing its relationships with various
service providers, securing gaming software and government licenses, testing its
facilities, and developing staffing and promotional plans for the second year's
operational phase.

The Registrant has the benefit of executive officers that have the
expertise and wherewithal to undertake most of the planning, research and
development for the project. During the term of its business plan, product
Research and Development (R&D) will be minimal. The Registrant has no plans to
develop any of its own products and will not be undertaking any product research
during the first year. Instead, like the vast majority of its competitors, the
Registrant will contract with software suppliers to lease its gaming products on
a pay-as-you-go basis. The minimal R&D costs that the Company will incur will be
as a result of sourcing and acquiring suppliers. These costs are included in the
relevant expenditure categories listed below.

The Registrant has no plans to hire staff during the period covered by its
initial business plan. All work requiring outside expertise is being contracted.
Software and service providers are being contracted in a fashion that will
enable the Company to provide the best games and facilities available on a
strictly monthly pay-as-you-go service fee basis. This will greatly reduce the
requirement for up-front cash and allow the Registrant added flexibility in its
promotional activities beginning in year two.

FINANCIAL REQUIREMENTS

The Registrant has financed its development activities to date from sales
of common stock to a limited number of investors. The Registrant lacks
sufficient funds to commence operations and the implementation of its growth
strategy is dependent upon its ability to

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raise equity financing through future private placements.

The Registrant is seeking to raise in excess of $200,000 through a private
offering, which is expected to provide adequate capital to sustain the
Registrant's growth over the next year.

The following schedule provides a summary of the anticipated expenditures
by major area of activity.

EXPENDITURES
<TABLE>

<S> <C>
Web Site Development $ 72,000
Web Server 25,000
ISP & Hosting Services 10,000
Software 10,000
Contract Negotiations 10,000
Travel & Accommodations 20,000
Gaming License 25,000
Advertising & Promotion 22,000
Communications 6,000
---------
TOTAL $200,000

</TABLE>

WEB SITE DEVELOPMENT. Web Site Design and Development will be the backbone
of the operation and will begin immediately. It will be done on a contract basis
and will be continual throughout the first year.

WEB SERVER. Initially, web site development will be facilitated on
equipment supplied by the contract web site developer. Towards the end of the
first 12 months. CasinoInterplex will purchase its own equipment and have
software loaded in readiness for Phase II, the start of regular commercial
operations in year two.

ISP & HOSTING SERVICES. ISP and Hosting Services involve several aspects of
the CasinoInterplex operation. Initially, a modest monthly fee will be paid to
the contract web design and development company for hosting the CasinoInterplex
web site on their server. Towards the end of the year, the Company will
establish its own server and pay the necessary licensing, telecommunications and
ISP fees.

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SOFTWARE. The software costs indicated above is for the basic operating
system and administrative software necessary to run the web server.

CONTRACT NEGOTIATIONS. This expenditure item refers to consulting and legal
fees associated with negotiating the games software license(s) and securing a
government gaming license to operate an online casino.

TRAVEL AND ACCOMMODATIONS. This item refers to costs associated with the
travel necessary to secure a gaming license, the game software license(s) and a
suitable Internet Service Provider.

GAMING LICENSE. The government license required to operate an Internet
Gaming Facility.

ADVERTISING & PROMOTION. Advertising and promotion costs encompass a number
of items such as Affiliate Program Software, promotional materials, banner
advertising, meeting expenses and print advertising. These costs are relatively
low at this time because the bulk of advertising and promotion will take place
after the first 12 months when the company enters into its operational phase.

COMMUNICATIONS. Communication costs refer to expenditures on
telecommunications, postage and courier charges. They will occur on an ongoing
basis throughout the year.

As indicated previously, the first year of operation will be a development
phase whereby the Company will be putting its web site in place, establishing
its relationships with various service providers, securing gaming software and
government licenses, testing its facilities and developing staffing plans and
promotional activities for the second year's operational phase.
CasinoInterplex is fortunate in that its executive officers have the
expertise and wherewithal necessary to undertake themselves most of the planning
and development work required during the first year.

The Company has no plans to hire staff during the first 12 months. All work
requiring outside expertise is being contracted. Software and service providers
too are being retained in a fashion that will enable the company to provide the
best games and facilities available on a strictly

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pay-as-you-go monthly service fee basis. This will greatly reduce the
requirement for up-front cash and allow the company added flexibility in its
promotional activities which begin in earnest in year two.

ITEM 3. DESCRIPTION OF ISSUER'S FACILITIES

The Registrant's principal place of business and corporate offices occupy
approximately 400 sq. ft. of a 4,000 sq. ft. office at Suite Mezzanine 2, 601
West Broadway, Broadway Plaza, Vancouver, BC V5Z 4C2, Canada. This office
provides access to industry partners and an interface to high speed data
transmission capability. The Registrant leases this space at $150 per month on a
month to month lease.

The Registrant's U.S. Office is located at 3838 Camino Del Rio North, Ste
333, San Diego, CA 92108, which is supplied at no cost. The U.S. office is
approximately 1,300 square feet and this office space is shared with the
Registrant's U.S. counsel.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information as to the shares of common stock
owned as of May 1, 2000:

I. Each person who is in so far as the Company has been able to ascertain
beneficially owns more than five percent (5%) of the outstanding
3,125,000 shares of the Company.

II. Each director.

III. Each of the officers named in the summary compensation table.

IV. All the directors and officers as a group.
Unless otherwise indicated in the footnotes below on the table as subject
to community property laws where applicable, the persons as to whom the
information is given has sole investment power over the shares of common stock
shown as beneficially owned.

<TABLE>

TITLE OF ADDRESS OF PERCENT OF
CLASS BENEFICIAL OWNER NUMBER CLASS

<S> <C> <C> <C>
1. Common Alan Wilson 285,000 9.12%

</TABLE>

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<TABLE>

<S> <C> <C> <C>
2011 Blairview
North Vancouver, BC V7H 2N4

2. Common Tanis Cornwall 285,000 9.12%
14846 Roper Ave.
White Rock, BC V4B 2E2

3. Common Michael Tomlinson 285,000 9.12%
#804 B 410 Carnarvon St.
New Westminster, BC V3L 5N9

4. Common BBB Consultants Ltd. 200,000 6.40%
#450 B 800 W. Pender St.
Vancouver, BC V6C ZV6

</TABLE>

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

<TABLE>

NAME AGE POSITION/OFFICE TERM SERVED SINCE

<S> <C> <C> <C>
1. Alan Wilson 49 Director, CEO, 1 yr. May 26, 1999
President

2. Tanis Cornwall 54 Director, 1 yr. May 26, 1999
Secretary,
Treasurer

3. Michael Tomlinson 34 Director 1 yr. May 26, 1999

</TABLE>

MR. ALAN WILSON

A graduate of Montana State University (1972) played professional football
in the Canadian Football League (CFL) from 1972 to 1986. Indicted into the Hall
of Fame in 1987. Since 1986, has held several directorships and senior
management positions in public, private and non-profit organizations in Canada.
He has successfully raised equity and "off Balance Sheet" financing for numerous
small cap public issuers in Canada and the United States.

Mr. Wilson is one of three principals responsible for developing and
implementing one of the most successful residential long distance programs in
Canada. The company used network marketing as its main sales vehicle of
distribution. Direct responsibilities included sales training;

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administration and roll out of telephone services across Canada.

MS. TANIS CORNWALL

Tanis Cornwall graduated from the University of British Columbia with a
B.Sc. (Agri) in 1970. Since 1980, she has held several directorships in public
and private companies in British Columbia.

Ms. Cornwall has assisted in the formation and capitalization of private
companies to go public on the Vancouver Stock Exchange.

Since 1989 she has been self-employed by investing in the stockmarket and
second mortgages.

MR. MICHAEL TOMLINSON

Mr. Tomlinson is an independent Financial Planner responsible for
developing and implementing financial strategies for corporate and individual
needs.

Mr. Tomlinson holds a diploma in finance from British Columbia Institute of
Technology, is a graduate of the Canadian Securities Course, and completed the
Professional Financial Planning course and is a member of the Fraser Valley
Estate Planning Council.

ITEM 6. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION - As at this time there are no compensation contracts in
place.

OPTION / STOCK APPRECIATION RIGHTS B There are no stock options or stock
appreciation rights currently effective.

AGGREGATED OPTION / SAR EXERCISES FISCAL YEAR END OPTION / SAR B There are no
SAR's

LONG TERM INCENTIVE PLAN ("LTIP") AWARDS B There are no long-term incentive
plans in place.

COMPENSATION OF DIRECTORS B There is no compensation for directors other than
expenses directly associated with Directors Meetings.

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EMPLOYMENT CONTRACTS B There are no employment contracts currently effective.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There were no transactions during the last two years, or proposed
transaction, to which the small business issuer was or is to be a party, in
which any director, executive officer, nominee for directorship, security holder
or immediate family member had a direct or indirect material interest as defined
by Rule 404 of Regulation S-B.

ITEM 8. DESCRIPTION OF SECURITIES.

(A) COMMON STOCK: At May 1, 2000, the Registrant had 3,125,000 shares of
the common stock outstanding. The Registrant's Articles of Incorporation, filed
March 12, 1999, authorized the issuance of up to 100,000,000 of Registrant's
common equity shares with a par value of $.001. Holders of shares of the common
stock are entitled to one vote for each share on all matters to be voted on by
the stockholders. Holders of common stock have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratable in dividends, if
any, as may be declared from time to time by the Board of Directors in its
discretion, from funds legally available therefor.

In the event of a liquidation, dissolution or winding up of the Registrant,
the holders of shares of common stock are entitled to share pro rate all assets
remaining after payments in full of all liabilities. Holders of common stock
have no preemptive rights to purchase the Registrant's common stock. All of the
outstanding shares of common stock are fully paid and non-assessable.

(B) PREFERRED STOCK: The Registrant is also authorized to issue preferred
stock from time to time. The Registrant's Board of Directors may fix and
determine the designations, rights, preferences or other rights preferences or
other variations of each class or series of the preferred stock. At this time
the Registrant has not issued any preferred stock.

(C) POSSIBLE CLASSIFICATION OF REGISTRANT'S SECURITIES AS A "PENNY STOCK."
By virtue of Rule 3a51-1 of the Securities Act of 1934 (the "Act"), if the
Registrant's common stock has a price of less than $5.00 per share it will be
considered a "penny stock." The perquisites required of broker-dealers

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engaging in transactions involving "penny stocks" have discouraged, or even
barred, many brokerage firms from soliciting orders for certain low priced
stocks.

Still further, with respect to the trading of penny stocks, broker-dealers
have an obligation to satisfy certain special sales practice requirements
pursuant to Rule 15g-9 of the Act, including a requirement that they make an
individualized written suitability determination for the purchase and receive
the purchaser's written consent prior to the transaction.

Still even further, such broker-dealers have additional disclosure
requirements as set forth in the Securities Enforcement Act Remedies and Penny
Stock Reform Act of 1990. These disclosure requirements include the requirement
for a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks of the penny stock market.

Still even further, a broker-dealer must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account.

Accordingly, the above penny stock regulations and the associated
broker-dealer requirements will have an adverse effect on the market liquidity
of the Registrant's common stock and the ability of any present and prospective
shareholder investors to sell their securities in the secondary market.

However, regardless of the price of the Registrant's stock, in the event
the Registrant has net tangible assets in excess of $2,000,000 and if the
Registrant has been in continuous operation for less than three (3) years, Rule
3a51-1(g) of the Act will preclude the Registrant's common stock from being
classified as a "penny stock."

PART II

ITEM 1. MARKET PRICE AND DIVIDENDS ON COMPANY'S COMMON EQUITY AND OTHER
STOCKHOLDER MATTERS.

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(A) MARKET INFORMATION: The Registrant's common stock was cleared for
trading by NASD on the National Quotation Bureau Pink Sheets on May 3, 2000 with
the trading symbol "GBIV". No priced quotation has been entered at this time. As
of May 1, 2000 there were 3,125,000 shares of the Registrant's common stock
issued and outstanding.

(B) HOLDERS: There are currently 60 common stock shareholders.

(C) DIVIDENDS: The Registrant has never paid a cash dividend. It is the
present policy of the Registrant to retain any extra profits to finance growth
and development of the business. Therefore, the Registrant does not anticipate
paying cash dividends on its common stock in the foreseeable future.

ITEM 2. LEGAL PROCEEDINGS.

The Company's officers and directors are aware of no threatened or pending
litigation which would have a material, adverse effect on the Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

(A) RECENT SALES: The Registrant had the following stock issuances on March
1, 2000. All of these shares were sold by the officers and directors of the
Registrant and no underwriters were utilized.

1. On March 22, 1999, 2,000,000 shares of common stock at $.005 per share
were issued pursuant to a Regulation D, Rule 504 Offering for a total
Offering of $10,000.

2. On May 26, 1999, 855,000 shares of common stock at $.03 per share were
issued to the Directors of the Registrant for a total offering of
$26,650.

3. On June 6, 1999, 70,000 shares of common stock

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at $.05 per share were issued for consulting services.

4. On September 30, 1999, 200,000 shares of common stock at $.05 per
share were issued pursuant to a Regulation D, Rule 504 Offering for a
total offering of $10,000.

(B) EXEMPTIONS FROM REGISTRATION: With respect to the issuance of the
2,000,000 common shares listed at Item 4(a)1 and the 200,000 common shares
listed at item 4(a)4, such issuances were made in reliance upon the private
placement exemptions provided by Section 4(2) of the Securities Act of 1933 as
amended, (the "Act"), SEC Regulation D, Rule 504 of the Act and Nevada Revised
Statutes Sections 78.211, 78.215, 78.3784, 78.3785 and 78.3791 (collectively the
"Nevada Statutes").

With respect to the issuance of the 855,000 common shares listed at item
4(a)2 and the 70,000 shares listed at item 4(a)3, such issuances were made in
reliance upon the private placement exemptions provided by Section 4(2) of the
Act and the Nevada Statutes.

In each instance, each of the share purchasers had access to sufficient
information regarding the Registrant so as to make an informed investment
decision. More specifically, each purchaser signed either a written Subscription
Agreement or a Consulting Agreement with respect to their financial status and
investment sophistication wherein they warranted and represented, among other
things, the following:

1. That they had the ability to bear the economic risks of investing in
the shares of the Registrant.

2. That they had sufficient knowledge in financial, business, or
investment matters to evaluate the merits and risks of the investment.

3. That they had a certain net worth sufficient to meet the suitability
standards of the Registrant.

4. That the Registrant has made available to them, his counsel and his
advisors, the opportunity to ask questions and that he has been given
access to any information, documents, financial

18
<PAGE>

statements, books and records relative to the Registrant and an
investment in the shares of the Registrant.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Articles of Incorporation and Bylaws provide for
indemnification of the Registrant's officers and directors for liabilities
arising due to certain acts performed on behalf of the Registrant that are not a
result of any act or omission on any such director or officer; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of a director or officer (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statues. Although
the state statutes allow for indemnification of officers and directors, the
Federal Securities and Exchange rules prohibit indemnification of officers and
directors of publicly held companies.

PART F/S

The following financial statements are submitted pursuant to the
information required by Item 310 Regulation S-B:

FINANCIAL STATEMENTS

<TABLE>

NO. DESCRIPTION

<S> <C>
FS-1 Great Bear Investments, Inc. Audited Financial
Statements for the Period Ended June 30, 1999.

FS-2 Great Bear Investments, Inc. Unaudited Financial
Statements for the Quarter Ended September 30,
1999.

FS-3 Great Bear Investments, Inc. Unaudited Financial
Statements for the Period Ended December 31, 1999.

FS-4 Great Bear Investments, Inc. Unaudited Financial
Statements for the

</TABLE>

19
<PAGE>
Period Ended March 31, 2000.

PART III

ITEM 1. INDEX TO EXHIBITS.

The exhibits listed and described below in Item 2 are filed herein as part
of this Registration Statement.

ITEM 2. DESCRIPTION OF EXHIBITS.

The following documents are filed herein as Exhibit Numbers 2, 3, 5, 6 and
7 as required by Part III of Form 1-A:

<TABLE>

EXHIBIT NO. DESCRIPTION
<S> <C> <C>
2 CHARTER AND BY-LAWS

2.1 Certificate of Amendment of
Articles of Incorporation of Great
Bear Resources, Inc. changing its
Name to "GREAT BEAR INVESTMENTS,
INC."

2.2 Articles of Incorporation of Great Bear
Resources, Inc.

2.3 By-Laws of Great Bear Resources, Inc.

3 NONE INSTRUMENTS REFINING THE RIGHTS OF THE
SECURITY HOLDERS

5 NONE VOTING TRUST AGREEMENTS

6 MATERIAL CONTRACTS

6.1 Consulting Contract between Great Bear
Investments, Inc. and Curtis L. Mearns

</TABLE>

20
<PAGE>

<TABLE>

<S> <C> <C> <C>
7 NONE MATERIAL FOREIGN PATENTS

27 FINANCIAL DATA SCHEDULE

</TABLE>

21
<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities and Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, hereunto duly authorized.

GREAT BEAR
INVESTMENTS, INC.

DATED: May 17, 2000 BY: /s/ ALAN WILSON
---------------------
ALAN WILSON
President

<PAGE>

EXHIBIT FS-1

GREAT BEAR INVESTMENTS INC. AUDITED
FINANCIAL STATEMENTS FOR THE
PERIOD ENDED JUNE 30, 1999

<PAGE>

GREAT BEAR INVESTMENTS, INC.
AUDITED FINANCIAL STATEMENTS
JUNE 30, 1999

- - - -------------------------------------------------------------------------------

<PAGE>

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

A. FINANCIAL STATEMENTS

Report of independent certified public accountants

Balance sheet, June 30, 1999

Statement of income (loss) for the period ended June 30, 1999

Statement of stockholders' equity for the period ended June 30, 1999

Statement of cash flows for the period ended June 30, 1999

Notes to financial statements

B. FINANCIAL STATEMENT SCHEDULES

Schedules are omitted because of the absence of the conditions under which they
are required, or because the information required by such omitted schedule is
contained in the financial statements or the notes thereto.

<PAGE>

BATEMAN & CO., INC., P.C.
Certified Public Accountants

5 Briardale Court
Houston, Texas 77027-2904
(713) 552-9800
FAX (713) 552-9700
WWW.BATEMANHOUSTON.COM

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The Board of Directors and Stockholders
Great Bear Investments, Inc.

We have audited the accompanying balance sheet of Great Bear Investments, Inc.
(a development stage enterprise) as of June 30, 1999 and the related statements
of income (loss), stockholders' equity, and cash flows for the period from
inception, March 12, 1999, through June 30, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overal financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Great Bear Investments,
Cinchona development stage enterprise) as of June 30, 1999 and the results of
its operations and cash flows for the period from inception, March 12, 1999,
through June 30, 1999, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company is not currently engaged in a business and has
suffered losses from development stage activities to date, which raise
substantial doubt about its ability to continue as a going concern. Management!
s plans in regard to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ BATEMAN & CO., INC., P.C.

BATEMAN & CO., INC., P.C.

Houston, Texas
October 1, 1999

MEMBER
INTERNATIONAL ASSOCIATION OF PRACTISING ACCOUNTANTS
OFFICES IN PRINCIPAL CITIES AROUND THE WORLD

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
JUNE 30, 1999

<TABLE>

<S> <C>
ASSETS

Current assets:
Cash $ 25,650
Prepaid expenses 2,954
---------
Total current assets 28,604
---------
Total assets $ 28,604
=========

LIABILITIES

Current liabilities $ --
---------
Total liabilities --
---------

Commitments and contingencies --

STOCKHOLDERS' EQUITY

Common stock, $0.001 par value, 100,000,000 shares
authorized, 2,925,000 shares issued and outstanding 2,925
Capital in excess of par value 36,225
Deficit accumulated during the development stage (10,546)
---------
Total stockholders' equity 28,604
---------
Total liabilities and stockholders' equity $ 28,604
=========

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF INCOME (LOSS) FOR THE PERIOD ENDED
JUNE 30, 1999

<TABLE>
<CAPTION>
INCEPTION,
MARCH 12,1999
THROUGH
JUNE 30,
1999
-----------
<S> <C>
Revenues $ --
-----------
General and administrative expenses:
Consulting fees 3,500
Legal and professional fees 7,046
-----------
Total operating expenses 10,546
-----------
(Loss) before taxes (10,546)
-----------
Provision (credit) for taxes on income:
Current --
Deferred --
-----------
Total provision (credit) for taxes on income --
-----------
Net (loss) $ (10,546)
===========
Basic earnings (loss) per common share $ (0.01)
===========
Weighted average number of shares outstanding 1,923,740
===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED
JUNE 30, 1999

<TABLE>
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Stock issued for cash 2,855,000 $ 2,855 $ 32,795 -- $ 35,650
Stock issued for services 70,000 70 3,430 -- 3,500
Development stage net (loss) -- -- -- (10,546) (10,546)
---------- ---------- ---------- ---------- ----------
Balances, June 30, 1999 $2,925,000 $ 2,925 $ 36,225 $ (10,546) $ 28,604
========== ========== ========== ========== ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED
JUNE 30, 1999

<TABLE>
<CAPTION>
INCEPTION,
MARCH 12 1999
THROUGH
June 30,
1999
--------
<S> <C>
Cash flows from operating activities:
Net (loss) $(10,546)

Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Stock issued for services 3,500
Decrease (increase) in prepaid expenses (2,954)
--------
Net cash provided (used) by operating activities (10,000)
--------
Cash flows from investing activities: --
--------
Cash flows from financing activities:
Proceeds from sale of common stock 35,650
--------
Net cash provided (used) by financing activities 35,650
--------
Net increase (decrease) in cash and equivalents 25,650

Cash and equivalents, beginning of period --
--------
Cash and equivalents, end of period $ 25,650
========

Supplemental cash flow disclosures:
Cash paid for interest $ --
Cash paid for income taxes --

Non-cash financing and investing activities:
Stock issued for services 3,500

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Following is a summary of the Company's organization and significant accounting
policies:

ORGANIZATION AND NATURE OF BUSINESS - Great Bear Investments, Inc. (the Company)
is a Nevada corporation, incorporated on March 12, 1999 as Great Bear Resources,
Inc.; it changed its name to Great Bear Investments, Inc. on May 12, 1999. The
Company is based in Vancouver, British Columbia, Canada.

The Company's intent is to be an internet-based entertainment company that
provides a virtual casino entertainment complex, known as CasinoInterPlex, as a
central meeting place for Web Gamblers. This planned complex is an interchange
environment that allows Web Gamblers to visit other CasinoInterPlex sites. It
also will provide e-commerce related solutions to collect and distribute
earnings on behalf of all participants of the CasinolnterPlex revenue sharing
program. Although its business activities have not yet commenced, the
CasinoInterPlex business revenue is expected to be derived from license fees,
earnings participation and the CasinoInterPlex owned and operated web sites. The
company has obtained a registered web site name and is in the process of
obtaining a casino license.

To date, the Company's activities have been limited to its formation and the
raising of equity capital. In its current development stage, management
anticipates incurring substantial additional losses as it implements its
business plan.

BASIS OF PRESENTATION - The accounting and reporting policies of the Company
conform to generally accepted accounting principles applicable to development
stage enterprises.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The Company's periodic
filings with the Securities and Exchange Commission include, where applicable,
disclosures of estimates, assumptions, uncertainties and concentrations in
products and markets which could affect the financial statements and future
operations of the Company.

CASH AND CASH EQUIVALENTS - For purposes of the statement of cash flows, the
Company considers all cash in banks, money market funds, and certificates of
deposit with a maturity of less than one year to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS - The
Company has adopted Statement of Financial Accounting Standards number 119,
DISCLOSURE ABOUT DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL
INSTRUMENTS, The carrying amounts of cash, accounts payable, and accrued
expenses approximate fair value because of the short maturity of these items.
These fair value estimates are subjective in nature and involve uncertainties
and matters of significant judgment, and, therefore, cannot be determined with
precision. Changes in assumptions could significantly affect these estimates.
The Company does not hold or issue

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

financial instruments for trading purposes, nor does it utilize derivative
instruments in the management of its foreign exchange, commodity price or
interest rate market risks.

FEDERAL INCOME TAXES - Deferred income taxes are reported for timing differences
between items of income or expense reported in the financial statements and
those reported for income tax purposes in accordance with Statement of Financial
Accounting Standards number 109 ACCOUNTING FOR INCOME TAXES, which requires the
use of the asset/liability method of accounting for income taxes. Deferred
income taxes and tax benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and for tax loss
and credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The Company
provides deferred taxes for the estimated future tax effects attributable to
temporary differences and carryforwards when realization is more likely than
not.

NET INCOME PER SHARE OF COMMON STOCK - The Company has adopted FASB Statement
Number 128, EARNINGS PER SHARE, which became effective for periods ending after
December 15, 1997, and simplified the standards for computing earnings per
share; it also makes them comparable to international EPS standards. It replaces
the presentation of primary EPS with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. In the
accompanying financial statements, basic earnings per share of common stock is
computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. The Company did not have a complex
capital structure requiring the computation of diluted earnings per share.

NOTE 2 - CAPITAL STOCK:

Since its inception, the Company has issued shares of its common stock as
follows:

<TABLE>
<CAPTION>
PRICE PER
DATE DESCRIPTION SHARES SHARE AMOUNT
- - - -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CURRENT YEAR TRANSACTIONS:

03/31/99 Shares issued for cash 2,000,000 $0.005 $10,000
05/26/99 Shares issued for cash 855,000 0.030 25,650
06/07/99 Shares issued for services 70,000 0.050 3,500
--------- -------
Cumulative total 2,925,000 $39,150
========= =======
</TABLE>

In September, 1999, the Company issued an additional 200,000 shares of common
stock for $10,000 in cash.

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

The Company's articles of incorporation also authorize it to issue preferred
stock in one or more series and in such amounts as may be determined by the
Board of Directors. At June 30, 1999, no preferred stock series had been
created.

NOTE 3 - FEDERAL INCOME TAX:

The Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109), ACCOUNTING FOR INCOME TAXES. Deferred income taxes reflect the net effect
of (a) temporary difference between carrying amounts of assets and liabilities
for financial purposes and the amounts used for income tax reporting purposes,
and (b) net operating loss carryforwards. No net provision for refundable
Federal income tax has been made in the accompanying statement of loss because
no recoverable taxes were paid previously. Similarly, no deferred tax asset
attributable to the net operating loss carryforward has been recognized, as it
is not likely to be realized.

The current provision for refundable Federal income tax consists of the
following:

<TABLE>
<CAPTION>
1999
-------
<S> <C>
Refundable Federal income tax attributable to:
Current operations $ 3,500
Less, Limitation due to absence of prior
year taxable income (3,500)
-------
Net refundable amount --
=======
</TABLE>

The cumulative tax effect at the expected rate of 34% of significant items
comprising the Company's net deferred tax amounts as of June 30, 1999 are as
follows:

<TABLE>
<CAPTION>
1999
-------
<S> <C>
Deferred tax asset attributable to:
Net operating loss carryover $ 3,500
Less, Valuation allowance (3,500)
-------
Net deferred tax asset --
=======
</TABLE>

At June 30, 1999, the Company had unused net operating loss conveyers which may
be used to offset future taxable income and which expire as follows:

<TABLE>
<CAPTION>
EXPIRES JUNE 30, AMOUNT
- - - ------------------ -------
<S> <C>
2014 $10,546
-------
Total net operating loss carryover $10,546
=======
</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS:

During the period ended June 30, 1999, the Company paid $7,046 in professional
fees to an officer for legal services. Also, the Company's officers and
directors purchased 855,000 shares of the Company's stock for cash of $25,650.

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

NOTE 5 - UNCERTAINTY, GOING CONCERN:

At June 30, 1999, the Company is not currently engaged in a business and has
suffered losses from development stage activities to date. Although management
is currently attempting to implement its business plan (see Note I above) and is
seeking additional sources of equity or debt financing, there is no assurance
these activities will be successful. Accordingly, the Company must rely on its
officers and directors to perform essential functions without compensation until
a business operation can be commenced. These factors raise substantial doubt
about the ability of the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

NOTE 6 - YEAR 2000 ISSUE:

The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
I January 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.

NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS:

The Financial Accounting Standards Board has issued several new accounting
pronouncements which may affect the Company in future years.

FASB Statement Number 130, REPORTING COMPREHENSIVE INCOME, became effective for
fiscal years beginning after December 15, 1997, and establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains, and losses) in a full set of general-purpose financial
statements. This Statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displaye with the same prominence as
other financial statements. The Company had no comprehensive income other than
net income during the current period.

FASB Statement Number 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION, became effective for fiscal years beginning after December
15, 1997, and establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. As the Company has only one business
segment, the pronouncement had no material effect during the current period.

FASB Statement Number 132, EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER
POSTRETIREMENT BENEFITS, became effective for fiscal years beginning after
December 15, 1997, and revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement or

<PAGE>

GREAT BEAR INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999

recognition of those plans. It standardizes the disclosure requirements for
pensions and other postretirement benefits to the extent practicable, requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis, and eliminates certain
disclosures. Since the Company has no pension or postretirement benefit plans,
the pronouncement had no effect in the current year.

FASB Statement Number 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, becomes effective for fiscal years beginning after June 15, 1999,
and establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. The
Company does not believe this pronouncement will have a material effect on its
financial statements in the near future.

FASB Statement Number 134, ACCOUNTING FOR MORTGAGE-BACKED SECURITIES RETAINED
AFTER THE SECURITIZATION OF MORTGAGE LOANS HELD FOR SALE BY A MORTGAGE BANKING
ENTERPRISE, becomes effective for fiscal years beginning after December 15,
1998. It is not expected to apply to the Company.

<PAGE>

EXHIBIT FS-2

GREAT BEAR INVESTMENTS INC. UNAUDITED
FINANCIAL STATEMENTS FOR THE
QUARTER ENDED SEPTEMBER 30, 1999

<PAGE>

GREAT BEAR INVESTMENTS, INC.

INTERIM FINANCIAL STATEMENTS

30 SEPTEMBER 1999

UNAUDITED - SEE NOTICE TO READER

U.S. FUNDS

STALEY, OKADA, CHANDLER & SCOTT

CHARTERED ACCOUNTANTS

<PAGE>

- - - -------------------------------------------------------------------------------
STALEY, OKADA, CHANDLER & SCOTT
Chartered Accountants
(A PARTNERSHIP OF INCORPORATED PROFESSIONALS)
- - - -------------------------------------------------------------------------------
/X/221 - 20316 56th Avenue L.M. Okada, Ltd. / /225 - 4299 Canada Way
Langley, B.C. V3A 3Y7 C.N. Chandler, Ltd. Burnaby. B.C. V5G I H3
Tel: (604) 532-9913 K.A. Scott, Ltd. Tel: (604) 434-1384
Fax: (604) 532-1209 J.M. Bhagirath, Ltd. Fax: (604) 434-7045

NOTICE TO READER
- - - -------------------------------------------------------------------------------
We have compiled the interim balance sheet of Great Bear Investments, Inc. as at
30 September 1999 and the interim statements of shareholders' equity, loss and
deficit and cash flows for the three months then ended from information provided
by management. We have not audited, reviewed or otherwise attempted to verify
the accuracy or completeness of such information. Readers are cautioned that
these statements may not be appropriate for their purposes.

/s/ Staley, Okada, Chandler & Scott
----------------------------------
Langley, B.C. STALEY, OKADA, CHANDLER & SCOTT
20 January 2000 CHARTERED ACCOUNTANTS
- - - -------------------------------------------------------------------------------

MEMBERS OF
[CA LOGO] INSTITUTE OF CHARTERED ACCOUNTANTS OF BRITISH COLUMBIA

<PAGE>

Great Bear Investments, Inc. Statement I
Interim Balance Sheet
As at 30 September 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>

ASSETS
- - - -------------------------------------------------------------------------------
<S> <C>
Current
Cash $ 33,671
Prepaid expenses 1,500
--------------------
$ 35,171
- - - -------------------------------------------------------------------------------

LIABILITIES
- - - -------------------------------------------------------------------------------
Current
Accounts payable and accrued liabilities $ 624
------------------------

SHAREHOLDERS' EQUITY
- - - -------------------------------------------------------------------------------
Share Capital - STATEMENT 2 3,125
Contributed Surplus - STATEMENT 2 46,025
Deficit - STATEMENT 3 (14,603)
------------------------
34,547
------------------------
$ 35,171
- - - -------------------------------------------------------------------------------

</TABLE>

<PAGE>

GREAT BEAR INVESTMENTS, INC. STATEMENT 2

INTERIM STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED 30 SEPTEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>

COMMON SHARES
-----------------------------
CONTRIBUTED ACCUMULATED
NUMBER AMOUNT SURPLUS DEFICIT TOTAL
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE - 30 JUNE 1999 2,925,000 $ 2,925 $ 36,225 $ (10,546) 28,604
ISSUANCE of SHARES for CASH 200,000 200 9,800 - 10,000
Loss for THE PERIOD - - - (4,057) (4,057)
-------------------------------------------------------------------------------
BALANCE - 30 SEPTEMBER 1999 3,125,000 $ 3,125 $ 46,025 $ (14,603) 34,547
-------------------------------------------------------------------------------

</TABLE>

INTERIM STATEMENT OF LOSS AND DEFICIT STATEMENT 3
FOR THE THREE MONTHS ENDED 30 SEPTEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
- - - -----------------------------------------------------------------------------
<S> <C>
ADMINISTRATIVE EXPENSES
Professional fees $ 3,278
Rent 750
Bank charges and interest 29
----------------------
LOSS FOR THE PERIOD 4,057
Deficit - Beginning of Period 10,546
----------------------

DEFICIT - END OF PERIOD $ 14,603

- - - ------------------------------------------------------------------------------
</TABLE>

INTERIM STATEMENT OF CASH FLOWS STATEMENT 4
FOR THE THREE MONTHS ENDED 30 SEPTEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER
CASH RESOURCES PROVIDED BY (USED IN)
- - - -------------------------------------------------------------------------------

<TABLE>

<S> <C>
OPERATING ACTIVITIES
Cash paid for administrative expenses $ (1,979)
------------------------

FINANCING ACTIVITIES
Share capital issued for cash 10,000
------------------------

NET INCREASE IN CASH 8,021

Cash position - Beginning of PERIOD 25,650
------------------------
CASH POSITION - END OF PERIOD $ 33,671
- - - -------------------------------------------------------------------------------

</TABLE>

<PAGE>

EXHIBIT FS-3

GREAT BEAR INVESTMENTS INC. UNAUDITED
FINANCIAL STATEMENTS FOR THE
PERIOD ENDED DECEMBER 31, 1999

<PAGE>

GREAT BEAR INVESTMENTS, INC.

INTERIM FINANCIAL STATEMENTS

31 DECEMBER 1999

UNAUDITED - SEE NOTICE TO READER

U.S. FUNDS

STALEY, OKADA, CHANDLER & SCOTT

CHARTERED ACCOUNTANTS

<PAGE>

STALEY, OKADA, CHANDLER & SCOTT
Chartered Accountants
(A Partnership of Incorporated Professionals)

221 - 20316 56th Avenue L.M. Okada, Ltd. 225 - 4299 Canada Way
Langley. B.C. V3A 3Y7 C.N. Chandler, Ltd. Burnaby. B.C. V5G I H3
Tel: (604) 532-9913 K.A. Scott. Ltd. Tel: (604) 434-1384
Fax: (604) 532-1209 I.M. Bhagirath, Ltd. Fax: (604) 434-7045

NOTICE TO READER

We have compiled the interim balance sheet of Great Bear Investments, Inc. as at
31 December 1999 and the interim statements of shareholders' equity, loss and
deficit and cash flows for the six months then ended from information provided
by management. We have not audited, reviewed or otherwise attempted to verify
the accuracy or completeness of such information. Readers are cautioned that
these statements may not be appropriate for their purposes.

/s/ STALEY, OKADA, CHANDLER & SCOTT
Langley, B.C. STALEY, OKADA, CHANDLER & SCOTT
20 January 2000 CHARTERED ACCOUNTANTS

MEMBERS OF
[CA LOGO] INSTITUTE OF CHARTERED ACCOUNTANTS OF BRITISH COLUMBIA

<PAGE>

GREAT BEAR INVESTMENTS, INC. STATEMENT 1

INTERIM BALANCE SHEET
AS AT 31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<S> <C>
ASSETS
Current
Cash $ 21,038
--------
LIABILITIES
Current
Accounts payable $ 3,340
--------
Continued Operations (NOTE 1)

SHAREHOLDERS' EQUITY

Share Capital - STATEMENT 2 (NOTE 4) 3,125
Contributed Surplus - STATEMENT 2 46,025
Deficit - STATEMENT 3 (31,452)
--------
17,698
--------
$ 21,038
========
</TABLE>

- See Accompanying Notes -

<PAGE>

GREAT BEAR INVESTMENTS, INC. STATEMENT 2

INTERIM STATEMENT OF SHAREHOLDERS' EQUITY
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<CAPTION>
COMMON SHARES
------------------------ CONTRIBUTED ACCUMULATED
NUMBER AMOUNT SURPLUS DEFICIT TOTAL
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE - 30 JUNE 1999 2,925,000 $ 2,925 $ 36,225 $ (10,546) $ 28,604
ISSUANCE OF SHARES FOR CASH 200,000 200 9,800 -- 10,000
LOSS FOR THE PERIOD -- -- -- (20,906) (20,906)
--------- --------- --------- --------- ---------
BALANCE - 31 DECEMBER 1999 3,125,000 $ 3,125 $ 46,025 $ (31,452) $ 17,698
========= ========= ========= ========= =========
</TABLE>

INTERIM STATEMENT OF LOSS AND DEFICIT STATEMENT 3

FOR THE SIX MONTHS ENDED 31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<S> <C>
ADMINISTRATIVE EXPENSES
Professional fees $19,698
Rent 1,200
Bank charges and interest 8
-------
LOSS FOR THE PERIOD 20,906
Deficit - Beginning of period 10,546
-------
DEFICIT - END OF PERIOD $31,452
=======
</TABLE>

INTERIM STATEMENT OF CASH FLOWS STATEMENT 4

FOR THE SIX MONTHS ENDED 31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<S> <C>
CASH RESOURCES PROVIDED BY (USED IN)

OPERATING ACTIVITIES
Cash paid for administrative expenses $(14,612)
--------
FINANCING ACTIVITIES
Share capital issued for cash 10,000
--------
NET DECREASE IN CASH (4,612)
Cash position - Beginning of period 25,650
--------
CASH POSITION - END OF PERIOD $ 21,038
========
</TABLE>

- See Accompanying Notes -

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

1. CONTINUED OPERATIONS

As at 31 December 1999, the company is not engaged in a business and has
suffered losses from development stage activities to date. Although
management is currently attempting to implement its business plan (NOTE 2)
and is seeking additional sources of equity or debt financing, there is no
assurance these activities will be successful. Accordingly, the company must
rely on its officers and directors to perform essential functions without
compensation until a business operation can be commenced. These factors raise
substantial doubt about the ability of the company to continue as a going
concern. The interim financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

2. ORGANIZATION AND NATURE OF BUSINESS

Great Bear Investments, Inc. ("the company") is a Nevada corporation,
incorporated on 12 March 1999 as Great Bear Resources, Inc. It changed its
name to Great Bear Investments, Inc. on 12 May 1999. The company is based in
Vancouver, British Columbia, Canada.

The company's intent is to be an internet-based entertainment company that
provides a virtual casino entertainment complex, known as Casino I nterPlex,
as a central meeting place for Web Gamblers. This planned complex is an
interchange environment that allows Web Gamblers to visit other
CasinolnterPlex sites. It will also provide e-commerce related solutions to
collect and distribute earnings on behalf of all participants of the
CasinolnterPlex revenue sharing program. Although its business activities
have not yet commenced, the CasinoInterPlex business revenue is expected to
be derived from license fees, earnings participation and the CasinolnterPlex
owned and operated web sites. The company has obtained a registered web site
name and is in the process of obtaining a casino license.

The company's activities have been limited to its formation and the raising
of equity capital. In its current development stage, management anticipates
incurring substantial additional losses as it implements its business plan.

3. SIGNIFICANT ACCOUNTING POLICIES

A) BASIS OF PRESENTATION

The accounting and reporting policies of the Company conform to generally
accepted accounting principles applicable to development stage enterprises.

b) USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The company's periodic
filings with the' Securities and Exchange Commission include, where
applicable, disclosures of estimates, assumptions, uncertainties and
concentrations in products and markets which could affect the financial
statements and future operations of the company.

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

c) CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the company considers all cash
in banks, money market funds, and certificates of deposit with a maturity of
less than one year to be cash equivalents.

d) FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

The company has adopted Statement of Financial Accounting Standards number
119, DISCLOSURE ABOUT DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF
FINANCIAL INSTRUMENTS. The carrying amounts of cash and accounts payable
approximate fair value because of the short maturity of these items. These
fair value estimates are subjective in nature and involve uncertainties and
matters of significant judgement, and, therefore, cannot be determined with
precision. Changes in assumptions could significantly affect these estimates.
The company does not hold or issue financial instruments for trading
purposes, nor does it utilize derivative instruments in the management of its
foreign exchange, commodity price or interest rate market risks.

e) FEDERAL INCOME TAXES

Deferred income taxes are reported for timing differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes in accordance with Statement of Financial Accounting
Standards number 109 ACCOUNTING FOR INCOME TAXES, which requires the use of
the asset/liability method of accounting for income taxes. Deferred income
taxes and tax benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases, and for
tax loss and credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The company provides deferred taxes for the estimated future tax
effects attributable to temporary differences and carryforwards when
realization is more likely than not.

f) NET INCOME PER SHARE OF COMMON STOCK

The company has adopted FASB Statement Number 128, EARNINGS PER SHARE, which
became effective for periods ending after 15 December 1997, and simplified
the standards for computing earnings per share; it also makes them comparable
to international EPS standards. It replaces the presentation of primary EPS
with the presentation of basic EPS. It also requires dual presentation of
basic and diluted EPS on the face of the income statement for all entities
with complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. In the accompanying financial
statements, basic earnings per share of common stock is computed by dividing
net income by the weighted average number of shares of common stock
outstanding during the period. The company did not have a complex capital
structure requiring the computation of diluted earnings per share.

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

4. SHARE CAPITAL

Since its inception, the company has issued shares of its common stock as
follows:

<TABLE>
<CAPTION>
Date Description Shares Price per Share Amount
<S> <C> <C> <C> <C>
31 March 1999 Shares issued for cash 2,000,000 $0.005 $ 10,000
26 May 1999 Shares issued for cash 855,000 $0.030 25,650
7 June 1999 Shares issued for services 70,000 $0.050 3,500
30 September 1999 Shares issued for cash 200,000 $0.050 10,000
--------- ---------
3,125,000 $ 49,150
--------- ---------
</TABLE>

The company's articles of incorporation also authorize it to issue preferred
stock in one or more series and in such amounts as may be determined by the
Board of Directors. As at 31 December 1999, no preferred stock series had
been created.

5. FEDERAL INCOME TAX

The company follows Statement of Financial Accounting Standards Number 109
(SEAS 109), ACCOUNTING FOR INCOME TAXES. Deferred income taxes reflect the
net effect of,

a) temporary difference between carrying amounts of assets and liabilities
for financial purposes and the amounts used for income tax reporting
purposes, and

b) be net operating loss carryforwards.

No net provision for refundable Federal income tax has been made in the
accompanying statement of loss because no recoverable taxes were paid
previously, and the deferred tax asset attributable to the net operating loss
carryforward has not been recognized, as it is not likely to be realized.

The cumulative tax effect at the expected rate of 34% of significant items
comprising the company's net deferred tax amounts as at 31 December 1999 are
as follows:

<TABLE>
<S> <C>
Deferred tax asset attributable to:

Net operating loss carryover $ 10,600
Less: Valuation allowance (10,600)
--------
Net deferred tax asset $ --
========
</TABLE>

As at 31 December 1999, the company had unused net operating loss carryovers
which may be used to offset future taxable income and which expire as
follows:

<TABLE>
<S> <C>
Expires 30 June 2014 $10,546
Expires 30 June 2015 20,906
-------
$31,452
=======
</TABLE>

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

6. RELATED PARTY TRANSACTIONS

During the period ended 31 December 1999, the company paid $13,293 in
professional fees to an officer for legal services. Also, accounts payable
include $3,333 owing to an officer of the company.

7. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent something other
than a date. Although the change in date has occurred, it is not possible to
conclude that all aspects of the Year 2000 Issue that may affect the entity,
including those related to customers, suppliers, or other third parties, have
been fully resolved.

8. NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued several new accounting
pronouncements which may affect the Company in future years.

FASB Statement Number 130, REPORTING COMPREHENSIVE INCOME, became effective
for fiscal years beginning after 15 December 1997, and establishes standards
for reporting and display of comprehensive income and its components
(revenues, expenses, gains, and losses) in a full set of general-purpose
financial statements. These Statement requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. The company had no
comprehensive income other than net income during the current period.

FASB Statement Number 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION, became effective for fiscal years beginning after 15
December 1997, and establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosures about products and
services, geographical areas, and major customers. As the company has only
one business segment, the pronouncement had no material effect during the
current period.

FASB Statement Number 132, EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER
POSTRETIREMENT BENEFITS, became effective for fiscal years beginning after 15
December 1997 and revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement or
recognition of those plans. It standardizes the disclosure requirements for
pensions and other postretirement benefits to the extent practicable,
requires additional information on changes in the benefit obligations and
fair values of plan assets that will facilitate financial analysis, and
eliminates certain disclosures. Since the company has no pension or
postretirement benefit plans, the pronouncement had no effect in the current
year.

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 DECEMBER 1999
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

8. NEW ACCOUNTING PRONOUNCEMENTS - CONTINUED

FASB Statement Number 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, became effective for fiscal years beginning after 15 June 1999,
and establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, (collectively referred to as derivatives) and for hedging
activities. The company does not believe this pronouncement will have a
material effect on its financial statements in the future.

FASB Statement Number 134, ACCOUNTING FOR MORTGAGE-BACKED SECURITIES Retained
after THE SECURITIZATION OF MORTGAGE LOANS Held FOR SALE BY A MORTGAGE
BANKING ENTERPRISE, becomes effective for fiscal years beginning after 15
December 1998. It is not expected to apply to the company.

<PAGE>

EXHIBIT FS-4

GREAT BEAR INVESTMENTS INC. UNAUDITED
FINANCIAL STATEMENTS FOR THE
PERIOD ENDED MARCH 31, 2000

<PAGE>

GREAT BEAR INVESTMENTS, INC.

INTERIM FINANCIAL STATEMENTS

31 MARCH 2000

Unaudited - See Notice to Reader

U.S. Funds

STALEY, OKADA, CHANDLER & SCOTT
CHARTERED ACCOUNTANTS

<PAGE>

STALEY, OKADA, CHANDLER & SCOTT

Chartered Accountants
(A Partnership of Incorporated Professionals)

221 - 20316 56th Avenue UK Okada. Ltd. 225 - 4299 Canada Way
Langley. B.C. V3A 3Y7 CINDY. Chandler, Ltd. Burnaby. B.C. V5G I H3
Tel: (604) 532-9913 K.A. Scott, Ltd. Tel: (604) 434-1384
Fax: (604) 532-1209 J.M. Bhagirath, Ltd. Fax: (604) 434-7045

NOTICE TO READER

We have compiled the interim balance sheet of Great Bear Investments, Inc. as at
31 March 2000 and the interim statements of shareholders' equity, loss and
deficit and cash flows for the nine months then ended from information provided
by management. We have not audited, reviewed or otherwise attempted to verify
the accuracy or completeness of such information. Readers are cautioned that
these statements may not be appropriate for their purposes.

/s/ STALEY, OKADA CHANDLER & SCOTT
Langley, B.C. STALEY, OKADA CHANDLER & SCOTT
7 April 2000 CHARTERED ACCOUNTANTS

MEMBERS OF
[CA LOGO] INSTITUTE OF CHARTERED ACCOUNTANTS OF BRITISH COLUMBIA

<PAGE>

GREAT BEAR INVESTMENTS, INC. STATEMENT 1

INTERIM BALANCE SHEET

AS AT 31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<S> <C>
ASSETS

Current
Cash $ 10,120
-------

LIABILITIES

Current
Accounts payable 4,150
-------
CONTINUED OPERATIONS (NOTE 1)

SHAREHOLDERS' EQUITY

Share Capital - STATEMENT 2 (NOTE 4) 3,125
CONTRIBUTED SURPLUS - STATEMENT 2 46,025
DEFICIT - STATEMENT 3 (43,180)
-------
5,970
-------
10,120
=======
</TABLE>

- See Accompanying Notes -

<PAGE>

GREAT BEAR INVESTMENTS, INC. STATEMENT 2

INTERIM STATEMENT OF SHAREHOLDERS' EQUITY
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<CAPTION>
COMMON SHARES
------------------------ CONTRIBUTED ACCUMULATED
NUMBER AMOUNT SURPLUS DEFICIT TOTAL
--------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance - 30 June 1999 2,925,000 $ 2,925 $ 36,225 $ (10,546) $ 28,604
Issuance of shares for cash 200,000 200 9,800 10,000
Loss for the period -- -- -- (32,634) (32,634)
--------- --------- --------- --------- ---------
Balance - 31 March 2000 3,125,000 $ 3,125 $ 46,025 $ (43,180) $ 5,970
========= ========= ========= ========= =========
</TABLE>

INTERIM STATEMENT OF LOSS AND DEFICIT STATEMENT 3

FOR THE NINE MONTHS ENDED 31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<S> <C>
ADMINISTRATIVE EXPENSES
Professional fees $25,887
Consulting 5,000
Rent 1,650
Office 89
Bank charges and interest 8
-------
LOSS FOR THE PERIOD 32,634
Deficit - Beginning of period 10,546
-------
DEFICIT - END OF PERIOD $43,180
=======
</TABLE>

INTERIM STATEMENT OF CASH FLOWS STATEMENT 4

FOR THE NINE MONTHS ENDED 31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

<TABLE>
<S> <C>
CASH RESOURCES PROVIDED BY (USED IN)
OPERATING ACTIVITIES

Cash paid for administrative expenses (25,530)
--------
FINANCING ACTIVITIES

Share capital issued for cash 10,000
--------
NET DECREASE IN CASH (15,530)
Cash position - Beginning of period 25,650
--------
CASH POSITION - END OF PERIOD $ 10,120
========

</TABLE>

- See Accompanying Notes -

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

1. CONTINUED OPERATIONS

As at 31 March 2000, the company is not engaged in a business and has
suffered losses from development stage activities to date. Although
management is currently attempting to implement its business plan (NOTE 2)
and is seeking additional sources of equity or debt financing, there is no
assurance these activities will be successful. Accordingly, the company must
rely on its officers and directors to perform essential functions without
compensation until a business operation can be commenced. These factors raise
substantial doubt about the ability of the company to continue as a going
concern. The interim financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

2. ORGANIZATION AND NATURE OF BUSINESS

The company's intent is to be an Internet-based entertainment company that
provides a virtual casino entertainment complex, known as CasinolnterPlex, as
a central meeting place for Web Gamblers. This planned complex is an
interchange environment that allows Web Gamblers to visit other
CasinolnterPlex sites. It also will provide e-commerce related solutions to
collect and distribute earnings on behalf of all participants of the
CasinoInterPlex revenue sharing program. Although its business activities
have not yet commenced, the CasinolnterPlex business revenue is expected to
be derived from license fees, earnings participation and the CasinoInterPlex
owned and operated web sites. The company has obtained a registered web site
name and is in the process of obtaining a casino license.

3. SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF PRESENTATION

The accounting and reporting policies of the Company conform to generally
accepted accounting principles applicable to development stage
enterprises.

b) USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. The company's periodic filings with the Securities and Exchange
Commission include, where applicable, disclosures of estimates,
assumptions, uncertainties and concentrations in products and markets
which could affect the financial statements and future operations of the
company.

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

3. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

c) CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the company considers all
cash in banks, money market funds, and certificates of deposit with a
maturity of less than one year to be cash equivalents.

d) FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

The company has adopted Statement of Financial Accounting Standards number
119, Disclosure About Derivative FINANCIAL INSTRUMENTS AND FAIR VALUE OF
FINANCIAL INSTRUMENTS. THE carrying amounts of cash and accounts payable
approximate fair value because of the short maturity of these items. These
fair value estimates are subjective in nature and involve uncertainties
and matters of significant judgement, and, therefore, cannot be determined
with precision. Changes in assumptions could significantly affect these
estimates. The company does not hold or issue financial instruments for
trading purposes, nor does it utilize derivative instruments in the
management of its foreign exchange, commodity price or interest rate
market risks.

e) FEDERAL INCOME TAXES

Deferred income taxes are reported for timing differences between items of
income or expense reported in the financial statements and those reported
for income tax purposes in accordance with Statement of Financial
Accounting Standards number 109 ACCOUNTING FOR INCOME TAXES, which
requires the use of the asset/liability method of accounting for income
taxes. Deferred income taxes and tax benefits are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, and for tax loss and credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The company provides
deferred taxes for the estimated future tax effects attributable to
temporary differences and carryforwards when realization is more likely
than not.

f) NET INCOME PER SHARE OF COMMON STOCK

The company has adopted FASB Statement Number 128, EARNINGS PER Share,
which became effective for periods ending after 15 December 1997, and
simplified the standards for computing earnings per share; it also makes
them comparable to international EVANS standards. It replaces the
presentation of primary EVANS with the presentation of basic ERB. It also
requires dual presentation of basic and diluted EVANS on the face of the
income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic
EVANS computation to the numerator and denominator of the diluted EVANS
computation. In the accompanying financial statements, basic earnings per
share of common stock is computed by dividing net income by the weighted
average number of shares of common stock outstanding during the period.
The company did not have a complex capital structure requiring the
computation of diluted earnings per share.

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

4. SHARE CAPITAL

Since its inception, the company has issued shares of its common stock as
follows:

Date Description Shares Price per Share Amount
- - - ---- ----------- ------ --------------- ------
<S> <C> <C> <C> <C>
31 March 1999 Shares issued for cash 2,000,000 $0.005 $10,000
26 May 1999 Shares issued for cash 855,000 $0.030 25,650
7 June 1999 Shares issued for services 70,000 $0.050 3,500
30 September 1999 Shares issued for cash 200,000 $0.050 10,000
--------- -------
3,125,000 $49,150
========= =======
</TABLE>

The company's articles of incorporation also authorize it to issue preferred
stock in one or more series and in such amounts as may be determined by the
Board of Directors. As at 31 March 2000, no preferred stock series had been
created.

5. FEDERAL INCOME TAX

The company follows Statement of Financial Accounting Standards Number 109
(SEAS 109), ACCOUNTING FOR INCOME TAXES. Deferred income taxes reflect the
net effect of,

a) temporary difference between carrying amounts of assets and liabilities
for financial purposes and the amounts used for income tax reporting
purposes, and

b) net operating loss carryforwards.

The cumulative tax effect at the expected rate of 34% of significant items
comprising the company's net deferred tax amounts as at 31 March 2000 are as
follows:

<TABLE>
<S> <C>
Deferred tax asset attributable to:
Net operating loss carryover $ 14,600
Less: Valuation allowance (14,600)
--------
Net deferred tax asset $ --
========
</TABLE>

As at 31 March 2000, the company had unused net operating loss carryovers
which may be used to offset future taxable income and which expire as
follows:

<TABLE>
<S> <C>
Expires 30 June 2014 $ 10,546
Expires 30 June 2015 32,634
--------
$ 43,180
========
</TABLE>

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

6. RELATED PARTY TRANSACTIONS

During the period ended 31 March 2000, the company paid $19,404 in
professional fees to an officer of the company for legal services. As at 31
March 2000, accounts payable include $4,150 owing to an officer of the
company.

7. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent something other
than a date. Although the change in date has occurred, it is not possible to
conclude that all aspects of the Year 2000 Issue that may affect the entity,
including those related to customers, suppliers, or other third parties, have
been fully resolved.

8. NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued several new accounting
pronouncements which may affect the Company in future years.

<PAGE>

GREAT BEAR INVESTMENTS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS
31 MARCH 2000
U.S. FUNDS
UNAUDITED - SEE NOTICE TO READER

8. NEW ACCOUNTING PRONOUNCEMENTS - CONTINUED

FASB Statement Number 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, became effective for fiscal years beginning after 15 June 9199,
and establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, (collectively referred to as derivatives) and for hedging
activities. The company does not believe this pronouncement will have a
material effect on its financial statements in the future.

FASB Statement Number 134, ACCOUNTING FOR MORTGAGE-BACKED SECURITIES RETAINED
AFTER THE SECURITIZATION OF MORTGAGE LOANS HELD FOR SALE BY A MORTGAGE
BANKING ENTERPRISE, becomes effective for fiscal years beginning after 15
December 1998. It is not expected to apply to the company.

<PAGE>

Exhibit 2.1

3427CD

FILED CERTIFICATE OF AMENDMENT

IN THE OFFIC15 OF THE

SECRETARY OF STATE OF THE OF

STATE OF NEVADA

MAY 25 1999 ARTICLES OF INCORPORATION

No. 62 OF

GREAT BEAR RESOURCES, INC.
OEM HELLS, SECRETARY OF STATE

The undersigned, CARMINE J. BUA does hereby certify as follows:

1. I am the sole member of the board of directors of GREAT BEAR RESOURCES, INC.,
a Nevada corporation.

2. The original Articles of Incorporation of GREAT BEAR RESOURCES, INC. were
filed with the Secretary of State of Nevada on March 12, 1999.

3. As of the date of this certificate, no stock of the corporation has been
issued.

4. I hereby adopt the following amendment to the Articles of Incorporation of
the corporation:

ARTICLE FIRST is hereby amended to read as follows:

FIRST: The name of the corporation is:

GREAT BEAR INVESTMENTS, INC.

CARMINE J. BUA
Director

Page 1 of 2
<PAGE>

STATE OF CALIFORNIA

COUNTY OF SAN DIEGO

On May 12, 1999, personally appeared before me, a Notary Public, CARMINE J. BUA,
proved to me on the basis of satisfactory evidence to be the person whose name
is subscribed to the foregoing Certificate of Amendment of Articles of
Incorporation and acknowledged that he executed the same.

DENISE I. COX

(Notary Stamp or Seal)

Notary Public

Page 2 of 2

<PAGE>

Exhibit 2.2

MAR 12 1999

ARTICLES OF INCORPORATION

DEAN HELLER SECRETARY OF STATE

GREAT BEAR RESOURCES, INC,

The name of the corporation is:

GREAT BEAR RESOURCES, INC.

SECOND. Its registered office in the State of Nevada is located at 2533 North
Carson Street, Carson City, Nevada 89706 that this Corporation may maintain an
office, or offices, in such other place within or without the State of Nevada as
may be from time to time designated by the Board of Directors, or by the By-Laws
of said Corporation, and that this Corporation may conduct all Corporation
business of every kind and nature, including the holding of all meetings of
Directors and Stockholders, outside the State of Nevada as well as within the
State of Nevada

THIRD The objects for which this Corporation is formed are: To engage in any
lawful activity, including, but not limited to the following:

(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.

(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.

<PAGE>

C) Shall have power to have succession by its corporate name for the period
limited in its certificate or articles of incorporation, and when no period is
limited, perpetually, or until dissolved and its affairs wound up according to
law.

(D) Shall have power to sue and be sued in any court of law or equity.

(E) Shall have power to make contracts.

(F) Shall have power to hold, purchase and convey real and personal estate and
to mortgage or lease any such real and personal estate with its franchises. The
power to hold real and personal estate shall. include the power to take the same
by devise or bequest in the State of Nevada, or in any other state, territory or
country.

(G) Shall have power to appoint such officers and agents as the affairs of the
corporation shall, require, and to allow them suitable compensation.

(H) Shall have power to make By-Laws not inconsistent with the constitution or
laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its stockholders.

(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.

(J) Shall have power to adopt and use a common seal or stamp, and alter the same
at pleasure. The use of a seal or stamp by the corporation on any corporate
documents is not

necessary. The corporation may use a seal or stamp, if it desires, but such use
or nonuse shall not in any way affect the legality of the document.

(K) Shall have power to borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges or franchises,

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<PAGE>

or FOR any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.

(I) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of THE STATE OF NEVADA, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all. the rights, powers and privileges of ownership,
including the right to vote, if any.

(No Shall have power to purchase, hold, sell and transfer SHARES of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.

(N) Shall have power to conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in the State of Nevada,
and in any of the several states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign countries.

(0) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the

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<PAGE>

objects of the corporation, whether or not such business is similar in nature to
the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.

(P) Shall have power to make donations for the public welfare or for charitable,
scientific or educational purposes

(Q) Shall have power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities, as may be allowed by law.

FOURTH. That the total number of common stock authorized that may be issued by
the Corporation is ONE HUNDRED MILLION (100,000,000) shares of stock 0 $.001 par
value. Said common shares may be issued- by the Corporation from time to time
for such considerations as may be fixed by the Board of Directors.

Preferred Stock may also be issued by the Corporation from time to time in one
or more series and in such amounts as may be determined by the Board of
Directors. Tie designations, voting rights, amounts of preference upon
distribution of assets, rates of dividends, premiums of redemption, conversion
rights and other variations, if any, the qualifications, limitations or
restrictions thereof, if any, of the Preferred Stock, and of each series
thereof, shall be such as are fixed by the Board of Directors, authority so to
do being hereby expressly granted, and as are stated and expressed in a
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series of Preferred Stock.

FIFTH. Tie governing board of this corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the BY-LAWS of this Corporation, providing that
the number of directors

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<PAGE>

SHALL not be reduced to fewer than one (1).

The name and post office address of the first board of Directors shall be one
(1) in number and listed as follows:

<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS

<S> <C>
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
</TABLE>

SIXTH. The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.

S . Ile name and post office address of the Incorporator signing the

Articles of Incorporation is as follows:

<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS

<S> <C>
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
</TABLE>

EIGHTH. Ile resident agent for this corporation shall be: LAUGHLIN ASSOCIATES
INC.

Ile ADDRESS of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:

2533 North Carson Street

Carson City, Nevada 89706

NINTH. The corporation is to have perpetual existence.

TENTH. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

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<PAGE>

Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or
amend the By-Laws of the Corporation.

To fix the amount to be recorded as working capital over and above its capital
stock paid in; to authorize and cause to be executed, mortgages and liens upon
the real and personal property of this Corporation.

By resolution passed by a majority of the whole Board, to designate one (1) or
more committees, each committee to consist of one or more of the Directors of
the Corporation, which, to the extent provided in the resolution, or in the
ByLaws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.

When and as authorized by the affirmative vote of the Stockholders holding stock
entitling them to exercise at least a majority of the voting power given at a
Stockholders meeting called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.

ELEVENTH. No shareholder shall be entitled as a matter of right to subscribe for
or receive additional shares of any class of stock of the Corporation, whether
now or

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<PAGE>

hereafter authorized, or any bonds, debentures or securities convertible into
stock, but such additional shares of stock or other securities convertible into
stock may be issued or disposed of by the Board of Directors to such persons and
on such terms as in its discretion it shall deem advisable.

TWELFTH. No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, HOWEVER, that the foregoing provision
shall not eliminate or limit the liability of a director or officer (i) for
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (H) the payment of dividends in violation of Section
78.300 of the Nevada Revised Statutes. Any repeal or modification of this
Article by the stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions prior to such
repeal or modification.

THIRTEENTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.

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<PAGE>

I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose
of forming a Corporation pursuant to the General Corporation Law of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set my hand this March 12, 1999.

Brent Buscay

STATE OF NEVADA

SS: CARSON CITY On this March 12, 1999 in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of

Nevada, personally appeared:

Brent Buscay

Known to me to be the person whose name is subscribed to the foregoing

document and acknowledged to me that he executed the same.

TERRI L C13070
NOTARY PUBLIC - NEVADA

APPT.RECORDED IN CARSON CITY My Appt. Exp. Feb. it 202

ING

Notary Public

1, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.

March 12, 1999
Date Vice President

<PAGE>
Exhibit 2.3

GREAT BEAR RESOURCES, INC.
BY-LAWS

ARTICLE I MEETINGS OF SHAREHOLDERS

1. Shareholders' Meetings shall be held in the office of the corporation,
at Carson City, NV, or at such other place or places as the Directors shall,
from time to time, determine.

2. The annual meeting of the shareholders of this corporation shall be held
at 11: 00 a.m., on the 12th day of March of each year beginning in 2000, at
which time there shall be elected by the shareholders of the corporation a Board
of Directors for the ensuing year, and the shareholders shall transact such
other business as shall properly come before them. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.

3. A notice signed by any Officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed postage prepaid, at the address as appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to his last known address, at least ten (10) days prior to the annual meeting.

Whenever any notice whatever is required to be given under any article of these
ByLaws, a waiver thereof in writing, signed by the person or persons entitled to
the notice, whether before or after the time of the meeting of the shareholders,
shall be deemed equivalent to proper notice.

<PAGE>

4. A majority of the shares issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the shareholders.

5. if a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.

6. Special meetings of the shareholders may be called at anytime by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall send a notice of such
called meeting to each shareholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the shareholders, unless by unanimous consent of all
shareholders present, either in person or by proxy.

7. Each shareholder shall be entitled to one vote for each share of stock
in his own name on the books of the corporation, whether represented in person
or by proxy.

8. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.

9. The following order of business shall be observed at all meetings of the

<PAGE>

shareholders so far as is practicable:

a. Call the roll;
b. Reading, correcting, and approving of

the minutes of the previous meeting;

c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.

10. Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

ARTICLE II STOCK

1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the corporation.

2. All certificates shall be consecutively numbered; the name of the person
owning the shares represented thereby, with the number of such shares and the
date of issue shall be entered on the company's books.

3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.

4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession,

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<PAGE>

assignment or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, and cancel the old
certificate; every such transfer shall be entered on the transfer book of the
corporation.

5. The corporation shall be entitled to treat the holder of record of any share
as the holder in fact thereof, and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share on the part of any
other person whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of this state.

ARTICLE III DIRECTORS

1. A Board of Directors, consisting of at least one (1) person shall be chosen
annually by the shareholders at their meeting to manage the affairs of the
corporation. The Directors' term of office shall be one (1) year, and Directors
may be re-elected for successive annual terms.

2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.

3. Regular meetings of the Board of Directors shall be held at 1:00 p.m., on the
12th day of March of each year beginning in 2000 at the office of the company at
Carson City, NV, or at such other time or place as the Board of Directors shall
by resolution appoint; special meetings may be called by the President or any
Director giving ten (10) days notice to each Director. Special meetings may also
be called by execution of the appropriate waiver of notice and called when
executed by a majority of the Directors of the company. A majority of the
Directors shall constitute a quorum.

4. The Directors shall have the general management and control of the
business and

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<PAGE>

affairs of the corporation and shall exercise all the powers that may be
exercised or performed by the corporation, under the statutes, the Articles of
Incorporation, and the By-Laws. Such management will be by equal vote of each
member of the Board of Directors with each Board member having an equal vote.

5. The act of the majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Directors.

6. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.

7. Any or all of the Directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause
only by vote of the shareholders.

8. A Director may resign at any time by giving written notice to the Board,
the President or the Secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the Board
or such Officer, and the acceptance of the resignation shall not be necessary to
make it effective.

9. A Director of the corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the

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<PAGE>

corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.

ARTICLE IV OFFICERS

1. The Officers of this company shall consist of: a President, one or more
Vice Presidents, Secretary, Treasurer, and such other officers as shall, from
time to time, be elected or appointed by the Board of Directors.

2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders and shall have general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.

3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him, from time to time, by the Board of Directors.

4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the shareholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the Nevada
Revised Statutes and supplies to the Nevada Resident Agent or Registered Office
in Nevada, any and all amendments to the corporation's Articles of Incorporation
and any and all amendments or changes to the By-Laws of the corporation. In
compliance with Section 78.105, he will also supply to the Nevada Resident Agent
or Registered Office in Nevada, and maintain,

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<PAGE>

a current statement setting out the name of the custodian of the stock ledger or
duplicate stock ledger, and the present and complete Post Office address,
including street and number, if any, where such stock ledger or duplicate stock
ledger is kept.

5. The TREASURER shall have the custody of all monies and securities of the
corporation and shall keep regular books of account. He shall disburse the funds
of the corporation in payment of the just demands against the corporation, or as
may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.

6. The RESIDENT AGENT shall be in charge of the corporation's registered office
in the State of Nevada, upon whom process against the corporation may be served
and shall perform all duties required of him by statute.

7. The salaries of all Officers shall be fixed by the Board of Directors
and may be changed, from time to time, by a majority vote of the Board.

8. Each of such Officers shall serve for a term of one (1) year or until their
successors are chosen and qualified. Officers may be re-elected or appointed for
successive annual terms.

9. The Board of Directors may appoint such other Officers and Agents, as it
shall deem necessary or expedient, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined,
from time to time, by the Board of Directors.

10. Any Officer or Agent elected or appointed by the Directors may be
removed by

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<PAGE>

the Directors whenever in their judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.

ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS

The corporation shall indemnify any and all of its Directors and Officers, and
its former Directors and Officers, or any person who may have served at the
corporation's request as a Director or Officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been Director(s) or Officers of the
corporation, or of such other corporation, except, in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of shareholders or otherwise.

ARTICLE VI DIVIDENDS

The Directors may, from time to time, declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

ARTICLE VII WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or Director of the corporation under the provisions of these
By-Laws or under the

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<PAGE>

provisions of the Articles of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII AMENDMENTS

1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for that
purpose.

2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Laws adopted by the shareholders
of the company.

CERTIFIED TO BE THE BY-LAWS OF:

GREAT BEAR RESOURCES, INC.

BY:

CARMINE J. BUA
Assistant Secretary

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<PAGE>
Exhibit 6.1

CONSULTING CONTRACT

THIS AGREEMENT MADE AND DATED FOR REFERENCE THE I ST DAY OF JUNE, 1999.

BETWEEN:

GREAT BEAR INVESTMENTS, INC. c/o Suite M2, 601 West Broadway Vancouver,
British Columbia CANADA V5Z 4C2

(hereinafter referred to as the "Company")

OF THE FIRST PART

AND:

CURTIS L. MEANRS c/o P.O. Box 5045 Vancouver, British Columbia CANADA V6B 4A9

(hereinafter referred to as the "Consultant")

OF THE SECOND PART

WHEREAS the Company was organized under the corporate laws of the State of
Nevada and intends to provide gaining and other services through the medium
of the Internet;

AND WHEREAS the Consultant is in the business of technology transfers and
strategic and business planning;

AND WHEREAS the Company desires to retain the services of Consultant and the
Consultant desires to provide the said services to the Company on the terms
and conditions contained in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements contained herein the Parties covenant and agree,
each with the other as follows:

2
<PAGE>

ARTICLE I
THE CONSULTANT'S COVENANTS

The Consultant covenants and agrees:

1.01 To provide such directives and guidance for technology transfers
and strategic and business planning and perform such duties and exercise such
powers as are reasonably required of, assigned to and vested in it by the
Company from time to time during the term hereof, including but not limited
to, arranging for the Company to obtain proprietary turnkey software and
strategic e-commerce solutions to allow the Company to provide an Internet
virtual casino entertainment complex to earn revenue from licensing fees,
earnings participation and owned and operated web sites.

ARTICLE II
THE COMPANY'S COVENANTS

The Company covenants and agrees as follows:

2.01 In consideration of Consultant's undertaking and the performance of
the obligations contained herein the Company shall issue to the Consultant
70,000 shares in THE CAPITAL STOCK OF THE COMPANY, which said shares may be
restricted according to the laws of the State of Nevada.

2.01 The Consultant shall be reimbursed for all out-of-pocket expenses
incurred by it in the execution of its duties to the Company.

ARTICLE III
PROPERTY OF THE COMPANY AND CONFIDENTIALITY

The Parties covenant and agree as follows:

3.01 That the Consultant shall not deal with nor use in any manner
whatsoever any of the assets of the Company for its own use or for the use of
others or for any other purposes whatsoever not permitted by the terms and
conditions herein.

3.02 That all records, reports, material, and information incidental to or
touching any and all aspects of the business of the Company including, but not
limited to the identity of any and all persons employed by the Company at any
time and the identity of any and all customers and clients of the Company at any
time, acquired by or communicated to the Consultant, directly or indirectly,
during the term hereof, whether pursuant or incidental hereto, shall be held in
confidence by the Consultant and shall not disclose at any time in any manner
whatsoever,

<PAGE>

directly or indirectly, to any person such records, reports, material, and
information. The covenant and agreement contained in this Section shall survive
the termination hereof and any assignment hereof by the Company.

ARTICLE IV
TERM

4.01 This Agreement shall commence on June 1, 1999 and shall continue
thereafter for a period of Two (2) years, subject to Section 4.02 hereof

4.02 The term of this Agreement may be extended or renewed upon such terms
and conditions as may be mutually agreed to by the Parties.

ARTICLE V
AMENDMENT

5.01 The Parties covenant and agree that in the event that they shall
mutually agree to add to or delete from or modify any or all of the covenants
and agreements of either or both of them hereunder, and such mutual agreement is
evidenced in writing and executed with the same formality as this Agreement,
then this Agreement shall continue as so amended without further act of the
Parties.

ARTICLE VI
GENERAL PROVISIONS

6.01 This Agreement and all appendices and Schedules attached hereto and
forming part hereof and all amendments hereto and thereto constitute the entire
agreement between the Parties and supersedes and cancels all previous agreements
and understandings in any way relating to the subject matter hereof between the
Parties. The Parties agree that there are no agreements, representations,
warranties or conditions collateral hereto.

6.02 The division of this Agreement into Articles and Sections and the
insertion of headings herein are for the convenience of reference only and shall
not affect the interpretation and construction hereof.

6.03 In this Agreement, where the context permits or requires words
importing the masculine gender shall include the feminine and neuter gender, and
words importing the plural shall include the singular, and vice versa.

6.04 This Agreement shall be interpreted and construed in accordance with,
and shall be governed by, the laws of the Province of British Columbia.

<PAGE>

6.05 All notices, requests, demands or other communications by the terms
hereof required or permitted to be given by one Party to the other shall be
given in writing by registered mail, postage prepared, addressed to such other
Party or delivered to such other Party:

(i) in the case of the Company at:

c/o Suite M2, 601 West Broadway
Vancouver, British Columbia CANADA
V5Z 4C2

(11) in the case of the Consultant at:

c/o P.O. Box 5045
Vancouver, British Columbia CANADA
V6B 4A9

and if sent by registered mail shall be deemed to have been received on the
third business day following the posting of same.

IN WITNESS WHEREOF the Parties have hereunto affixed their corporate seals
attested to by the hands of their duly authorized signing officers set as at the
day and year first above written.

THE COMMON SEAL of GREAT
BEAR INVESTMENTS, INC. was
hereunto affixed i e presence of
(C/S)
Authorized Signatory

Authorized Signatory

<PAGE>

SIGNED, SEALED AND DELIVERED by CURTIS L. MEARNS in the presence of

Witness (Signature)

CURTIS L. MEARNS

<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF GREAT BEAR INVESTMENTS, INC. AS OF DECEMBER 31, 1999 AND FOR THE
PERIOD THEN ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 21,038
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 21,038
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,038
<CURRENT-LIABILITIES> 3,340
<BONDS> 0
0
0
<COMMON> 3,125
<OTHER-SE> 14,573
<TOTAL-LIABILITY-AND-EQUITY> 21,038
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 20,906
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (20,906)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,906)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,906)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)

</TABLE>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GREAT BEAR INVESTMENTS, INC. AS OF MARCH 31, 2000 AND
FOR THE PERIOD THEN ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-2000
<CASH> 10,120
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,120
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,120
<CURRENT-LIABILITIES> 4,150
<BONDS> 0
0
0
<COMMON> 3,125
<OTHER-SE> 2,845
<TOTAL-LIABILITY-AND-EQUITY> 10,120
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 32,634
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (32,634)
<INCOME-TAX> 0
<INCOME-CONTINUING> (32,634)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,634)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)

</TABLE>