U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
GAMA COMPUTER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 98-0215787
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.
Blvd. Hidalgo #67
Entre Campodonico y Londres
Col. Centenario
Hermosillo, Sonora Mexico CP 83260
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(Address of principal executive offices)
(Zip Code)
011-52-62-171221
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(Registrant's telephone number, including area code)
Securities to be registered under 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
------------------- ----------------------------------
None
Securities to be registered under Section 12(g) of the Act:
Common Stock
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(Title of Class)
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company was incorporated in January 1998. The Company is in the
development stage and as of September 30, 2000 has not generated any revenue
from its operations.
The Company initially plans to derive its revenues from the sale of the
following services:
o Web site hosting
o Web site domain name registration
o Internet telecommunications
The Company activities as of September 30, 2000 were limited to
registering domain names for third parties wanting to establish web sites.
The Company's target market is the Spanish speaking businesses and
individuals in the southwestern United States, Mexico and other Central and
South American countries. By way of example, the Mexican "small office/home
office" market consists of approximately 16,000 businesses with annual revenues
of $5,000,000 to $10,000,000 (U.S. $). The Company believes this sector of the
Mexican economy is behind their larger competitors with respect to the use of
the internet in their operations.
Web Site Hosting
Web Site Hosting is a service offered to businesses that have web pages
they want to make available via the internet. Once a web page has been
developed, it must be placed on a special computer (known as a "server") so that
it can be made available via the worldwide web. The Company plans to host
multiple web sites on servers which it plans to purchase. After the servers have
been purchased and installed the maintenance and cost associated with hosting is
normally minimal. Typical pricing for web page hosting varies from $25 to $1,000
per month depending on the complexity and size of the site and the traffic
generated.
The overall market for webhosting services for Hispanic businesses in the
southwestern United States, Mexico and other Central and South American
countries is unknown. The number of websites maintained by business and
individuals in Mexico is approximately 40,000.
The principal competing Web Site Hosting firms in Mexico are:
Name Number of Web Sites Hosted
Datanet S.A. de C.V. 1552
Infosel 1121
Interplanet, S.A. de C.V. 857
Infoaccess S.A. de C.V. 728
Telmex 634
<PAGE>
Domain Name Registration
Since August 2000 the Company has provided internet domain name
registration services. A domain name, such as "mybrand.com", is the address of a
website on the Internet and is registered through companies known as registrars.
Domain names serve as part of the infrastructure for Internet communications and
registering a domain name is one of the first steps for individuals and
businesses seeking to establish an online identity through a website.
As of September 30, 2000 the Company had registered approximately 25
domain names.
The Company's competitors in this area include Registrar.com, Network
Solutions and PSI Net, all of which have greater financial resources and name
recognition than the Company.
Internet Telecommunications
The Company plans to build an Internet telecommunications network which
will be capable of delivering multiple services including voice, fax, data and
video. The Company plans to lease capacity on existing private Internet Protocol
or I.P. circuits from existing carriers and install new, carrier grade Internet
Telephony gateway equipment to enable the reliable delivery of high quality
voice, data, fax and video signals over I.P. based networks on an international
basis.
This type of service known generally as Internet Telephony, I.P. Telephony
or Voice Over I.P. offers significant advantages over conventional
telecommunications systems including significantly reduced equipment costs,
improved bandwidth efficiency, direct routing of calls, lower costs and improved
ease of network administration and delivery of multi-media services over a
single network infrastructure. I.P. Telephony combines the low cost global reach
of the Internet and the high quality and security of private I.P based networks
with the public telephone system's ease of access.
In its infancy today, the IP services market is estimated to increase to
$1.8 billion by the year 2001. Due to competition, rates are low for both
business and residential calls placed within North America. However with
international long distance rates in Mexico and other Latin American countries
costing well in excess of $0.50 per minute, the Company believes that it can
earn attractive gross profit margins while offering service at substantial
discounts to currently available long distance rates. The Company plans to
market its internet telecommunications network to small-to-mid sized corporate
customers which need a cost-effective means of combining long distance voice,
fax and video communications.
Significant improvements have occurred in the compression and transmission
of voice over the Internet over the last several years. The quality of service
of Internet Telephony is now equivalent to that of a digital cellular phone or a
quality analog cell phone connection. Internet Telephony technology is
continuously evolving and it is expected that further improvements in technology
will allow Internet Telephony to rival that of conventional telephony networks.
The gateway equipment being deployed by the Company is standards-based and
utilizes the newest digital signal processing and error correction technologies
for improved voice sampling and compression and reduced latency. These
technologies will enable the Company to provide high
<PAGE>
quality, commercial voice services with carrier class reliability (99.999%
availability of service).
Unlike the transmission of telephone calls or facsimile messages over
traditional land based electrical wires, telephone calls or other data
transmitted over I.P. networks are first converted into digital packets and then
sent by means of high speed land based transmission lines, satellites and/or
microwave systems in packet form. Data transmitted over the Internet is also,
prior to transmission, compressed such that much larger amounts of data can be
transmitted than over traditional circuit switched telephone lines. As a result,
the cost of telephone calls made over I.P networks are more bandwidth efficient
and each call is much less expensive to transport than calls made through
traditional long distance telephone carriers. Computer systems, known as
gateways, act as the interconnection between the Internet or I.P. networks and
the traditional public switched telephone networks. The Company intends to
install gateways in countries that it has identified as having suitable long
distance opportunities, with the first gateways to be installed in Mexico and
certain other countries in Central America.
A telephone call made using Internet telephony begins with a telephone
connected to the lines of the local public switched telephone network operator.
The caller dials a local telephone number that connects to a gateway nearest the
caller (the "originating gateway"). The caller then enters the long distance
telephone number which the caller is attempting to reach (the "destination
number"). The originating gateway directs the call over the Internet to the
gateway that is located closest to the destination number (the "terminating
gateway"). Once the call reaches the terminating gateway the call is then
switched to the local telephone network and is routed to the destination number.
The entire call completion process takes only a few seconds.
If a gateway does not exist in the local calling area from which the
caller is placing the call, the call is transferred (at a charge to the Company)
through regular telephone lines to the nearest originating gateway. If a gateway
does not exist in the local calling area of the destination number, the call is
transferred (at a charge to the Company) from the terminating gateway through
regular telephone lines to the destination number. The Company will therefore be
able to reduce its costs and increase its profit for calls which originate and
terminate through gateways which are in the local calling areas of the persons
originating and receiving the call.
Competition
Two significant barriers to entry in the traditional long distance telephone
market are size (minimum efficient scale of operations) and regulatory
constraints which preclude smaller companies from gaining significant market
share. Internet telephony effectively eliminates or reduces these barriers since
it is presently unregulated and enjoys economies of scale by using the Internet
and private I.P. networks as a common voice video and data network. The Company
believes Internet telephony will decrease barriers to entry and increase
competition in the long distance industry.
The Company believes that its ability to compete in the Internet Telephony
Industry successfully will depend upon a number of factors, including the
pricing policies of competitors and suppliers; the capacity, reliability,
availability and security of the Internet telephony infrastructure; marketing;
the timing of introductions of new products and services into the industry; the
Company's ability to support existing and emerging industry standards; the
<PAGE>
Company's ability to balance network demand with the fixed expenses associated
with network capacity; and industry and general economic trends.
The market for telecommunications services is extremely competitive and there
are a growing number of competitors in the Internet Telephony Industry. There
are many companies that offer business communications services and which will
compete with the Company at some level. These include large telecommunications
companies and carriers such as AT&T, MCI, and Sprint; and Telmex, smaller,
regional resellers of telephone line access; and other existing Internet
telephony companies. These companies, as well as others, including manufacturers
of hardware and software used in the business communications industry, could in
the future develop products and services that could compete with those of the
Company on a direct basis. Almost all of these entities have far greater
financial and organizational resources than the Company and control significant
market share in their respective industry segments. There is no assurance that
the Company will be able to successfully compete in the Internet telephony
Industry.
Government Regulation
The Company plans to use the Internet for transmission of long distance
telephone calls. Presently, the Federal Communication Commission in the United
States ("FCC") and the Comsion Federal de Telecomunicaciones in Mexico
("COFETEL") do not regulate companies that provide Internet Telephony services
as common carriers or telecommunications service providers. Notwithstanding the
current state of these regulations, the potential jurisdiction of the FCC and
COFETEL over the Internet is broad because the Internet relies on wire and radio
communications facilities and services over which these regulatory authorities
have long-standing authority.
Prior to beginning the installation of its internet telephony network in
Mexico, the Company will need a determination from the Mexican government that
the Company's proposed internet telephony network will not be similar to the
Mexican public telephone system and will therefore not be subject to the same
regulations.
The Company will be required to comply with regulations regarding the
operation of its business in each jurisdiction in which its operates.
General History
GAMA, Inc. (the Company) was incorporated in Colorado on December 10, 1997.
On January 9, 1998 the Company reorganized as a Delaware Corporation and changed
its name from GAMA, Inc. to Gama Computer Corporation.
On December 11, 1997 Bona Vista West Ltd., the Company's initial
shareholder, purchased 3,000,000 shares of common stock for $5,000 in cash.
On December 26, 1997 the Company issued 175,456 shares of its common stock
in a share-for-share exchange with the Series J common shareholders of STB Corp.
At the time of this transaction Bona Vista West Ltd. owned approximately 80% of
the issued and outstanding shares of STB Corp. and received 140,365 shares of
the Company's common stock in exchange
<PAGE>
for its shares in STB Corp. The Company's investment in STB Corp. was valued at
$175. STB Corp. was dissolved in December 1998.
On December 19, 1997, the Company sold an additional 100 shares of its
common stock to Bona Vista West Ltd. for $10.
In May 1998 Bona Vista West Ltd. sold 3,100,000 shares of the Company's
common stock to Pedro Villagran Garcia, an officer and director of the Company.
On July 31, 1998 the Company sold 80,000 shares of its common stock to
Pedro Villagran Garcia for $20,000 in cash.
The Company's initial business plan was to acquire MCA Computers, a
corporation actively involved in the sale of computers since March 1997 and to
sell computers in Mexico and Latin America. The Company acquired MCA Computers
in October 1998. In November 1999 the Company and the former owners of MCA
Computers agreed to rescind the this acquisition effective as of October 1998.
Employees
As of September 30, 2000, the Company had no full-time employees. The
Company plans to hire employees as may be required by the level of the Company's
operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
During the year ended December 31, 1999 the Company's operations used
$132,158 in cash. The Company funded its operating losses during this period
through the private sale of shares of the Company's common stock.
During the nine months ended September 30, 2000 the Company's operations
used $49,651 in cash. The Company funded its operating losses during this period
through the private sale of shares of the Company's common stock and a loan from
a shareholder.
During the six months ending March 31, 2001 the Company will need
approximately $1,000,000 in capital for the following purposes:
o Operating expenses $430,000
o Purchase of computer equipment for web site
hosting operations $400,000
o Advertising and promotion $170,000
The Company plans to lease the equipment necessary for its internet
telecommunications network. As of September 30, 2000 the Company did not have
any commitments or agreements with any third party concerning financing the
purchase of the equipment for this network.
<PAGE>
If the Company suffers additional losses, the Company will need to obtain
additional capital in order to continue operations.
The Company does not have any available credit, bank financing or other
external sources of liquidity. Due to historical operating losses, the Company's
operations have not been a source of liquidity. In order to obtain capital, the
Company may need to sell additional shares of its common stock or borrow funds
from private lenders. There can be no assurance that the Company will be
successful in obtaining additional funding.
ITEM 3. PROPERTIES
See Item 1 of this report.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of and percentage of outstanding
shares of common stock owned by the Company's officers, directors and those
shareholders owning more than 5% of the Company's Common Stock as of September
30, 2000.
Shares of
Name and Address Common Stock (1) Percent of Class
---------------- ---------------- --------------------
Pedro Villagran Garcia 2,210,550 65%
Blvd. Hidalgo #67
Entre Campodonico y Londres
Col. Centernario
Hermosillo, Sonora Mexico
CP 83260
Alvaro Villagran Garcia 200,000 5.9%
Blvd. Hidalgo #67
Entre Campodonico y Londres
Col. Centernario
Hermosillo, Sonora Mexico
CP 83260
All officers and directors as 2,410,550 70.9%
a group (2 persons).
(1) Excludes shares issuable prior to December 31, 2000 upon the exercise of
options or warrants granted to the following persons:
<PAGE>
Options exercisable prior
Name to December 31, 2000
Pedro Villagran Garcia 200,000
Alvaro Villagran Garcia 100,000
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following sets forth certain information concerning the present
management of the Company:
Name Age Position with Company
Pedro Villagran Garcia 31 President and a director
Alvaro Villagran Garcia 30 Secretary and a director
Pedro Villagran Garcia has been the Company's President and a director
since June 1998. Between 1992 and 1993 Mr. Villagran was the purchasing manager
for Aeromexico's commuter airline, "Areolitoral." Between 1993 and 1994 Mr.
Villagran was the manager in charge of the Airline Revenue Enhancement
Department of Areolitoral. Since October 1995 Mr. Villagran has been the Vice
President of Farallon Resources, Ltd. a corporation engaged in the exploration
for precious metals.
Alvaro Villagran Garcia has been the Company's Secretary and a director
since July 2000. Since January 1993, Mr. Villagran has worked as senior partner
in a law firm based in Hermosillo, Sonora, Mexico.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of the Company and (ii) by each other
executive officer of the Company who received in excess of $100,000 during the
fiscal year ended December 31, 1999.
Annual Compensation Long Term Compensation
------------------------------------------- -----------------------------
Re- All
Other stric- Other
Annual ted Com-
Name and Compen- Stock Options pensa-
Principal Fiscal Salary Bonus sation Awards Granted tion
Position Year (1) (2) (3) (4) (5) (6)
--------- ------ ------ ----- ------ ------ ------- -----
Pedro Villagran
Garcia, President1999 -- -- $34,000 -- -- --
<PAGE>
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amount in the table represents consulting fees paid to a corporation
controlled by Mr. Villagran.
(4) During the period covered by the foregoing table, the shares of restricted
stock issued as compensation for services. The table below shows the number
of shares of the Company's Common Stock owned by the officer listed above,
and the value of such shares as of December 31, 1999. Since the Company's
common stock was not publicly traded at December 31, 1999, the value of the
Company's common stock on that date was deemed to be $1.00 per share, which
was the price at which the Company sold shares of common stock subsequent
to December 31, 1999.
Name Shares Value
Pedro Villagran Garcia 2,210,550 $2,210,550
(5) The shares of Common Stock to be received upon the exercise of all stock
options granted during the period covered by the table.
(6) All other compensation received that the Company could not properly report
in any other column of the table including annual Company contributions or
other allocations to vested and unvested defined contribution plans, and
the dollar value of any insurance premiums paid by, or on behalf of, the
Company with respect to term life insurance for the benefit of the named
executive officer, and the full dollar value of the remainder of the
premiums paid by, or on behalf of, the Company.
The following shows the amounts which the Company expects to pay its
officers during the year ending December 31, 2000 and the time which the
Company's executive officers plan to devote to the Company's business. The
Company does not have employment agreements with any of its officers.
Proposed Time to be Devoted
Name Compensation To Company's Business
Pedro Villagran Garcia $25,000 100%
Alvaro Villagran Garcia $1,000 25%
Options Granted During Fiscal Year Ending December 31, l999
The following tables set forth information concerning the options granted,
during the fiscal year ended December 31, 1999, to the Company's officers and
directors, and the fiscal year-end value of all unexercised options (regardless
of when granted) held by these persons. The options held by Mr. Sharpe were not
granted pursuant to the Company's stock option plans.
<PAGE>
Individual Grants
---- -------------------------------------------
% of Total
Options
Granted to Exercise
Options Employees in Price Per Expiration
Name Granted (#) Fiscal Year Share Date
------ ----------- ------------- --------- ----------
-- None N/A N/A N/A
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
December 31, 1999 December 31, 1999
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
---- --------------- -------------- ------------- ----------------
-- None N/A N/A N/A
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
The Company does not have a defined benefit, pension plan, profit sharing
or other retirement plan, although the Company may adopt one or more of such
plans in the future.
Compensation of Directors
Standard Arrangements. At present the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company expects
to adopt a director compensation policy in the future. The Company has no
standard arrangement pursuant to which directors of the Company are compensated
for any services provided as a director or for committee participation or
special assignments.
Other Arrangements. During the year ended December 31, 1999, and except as
disclosed elsewhere in this registration statement, no director of the Company
received any form of compensation from the Company.
<PAGE>
See " Stock Option and Bonus Plans" below for information concerning stock
options and stock bonuses granted to the Company's officers and directors.
Stock Option and Bonus Plans
The Company has an Incentive Stock Option Plan, a Non-Qualified Stock
Option Plan and a Stock Bonus Plan. A summary description of each Plan follows.
In some cases these three Plans are collectively referred to as the "Plans".
Incentive Stock Option Plan. The Incentive Stock Option Plan authorizes
the issuance of options to purchase up to 500,000 shares of the Company's Common
Stock, less the number of shares already optioned under both this Plan and the
Non-Qualified Stock Option Plan. The Incentive Stock Option Plan became
effective on October 1, 2000 and will remain in effect until October 1, 2010
unless terminated earlier by action of the Board. Only officers, directors and
key employees of the Company may be granted options pursuant to the Incentive
Stock Option Plan.
In order to qualify for incentive stock option treatment under the
Internal Revenue Code, the following requirements must be complied with:
1. Options granted pursuant to the Plan must be exercised no later than:
(a) The expiration of thirty (30) days after the date on which an option
holder's employment by the Company is terminated.
(b) The expiration of one year after the date on which an option holder's
employment by the Company is terminated, if such termination is due to the
Employee's disability or death.
2. In the event of an option holder's death while in the employ of the
Company, his legatees or distributees may exercise (prior to the option's
expiration) the option as to any of the shares not previously exercised.
3. The total fair market value of the shares of Common Stock (determined
at the time of the grant of the option) for which any employee may be granted
options which are first exercisable in any calendar year may not exceed
$100,000.
4. Options may not be exercised until one year following the date of
grant. Options granted to an employee then owning more than 10% of the Common
Stock of the Company may not be exercisable by its terms after five years from
the date of grant.
5. The purchase price per share of Common Stock purchasable under an
option is determined by the Committee but cannot be less than the fair market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning the Company's stock which
represents more than 10% of the total combined voting power of all classes of
stock).
<PAGE>
Non-Qualified Stock Option Plan. The Non-Qualified Stock Option Plan
authorizes the issuance of options to purchase up to 500,000 shares of the
Company's Common Stock less the number of shares already optioned under both
this Plan and the Incentive Stock Option Plan. The Non-Qualified Stock Option
Plan became effective on October 1, 2000 and will remain in effect until October
1, 2010 unless terminated earlier by the Board of Directors. The Company's
employees, directors, officers, consultants and advisors are eligible to be
granted options pursuant to the Plan, provided however that bona fide services
must be rendered by such consultants or advisors and such services must not be
in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price is determined by the Committee but cannot
be less than the market price of the Company's Common Stock on the date the
option is granted.
Options granted pursuant to the Plan not previously exercised terminate
upon the date specified when the option was granted.
Stock Bonus Plan. Up to 500,000 shares of Common Stock may be granted
under the Stock Bonus Plan. Such shares may consist, in whole or in part, of
authorized but unissued shares, or treasury shares. Under the Stock Bonus Plan,
the Company's employees, directors, officers, consultants and advisors are
eligible to receive a grant of the Company's shares; provided, however, that
bona fide services must be rendered by consultants or advisors and such services
must not be in connection with the offer or sale of securities in a
capital-raising transaction.
Other Information Regarding the Plans. The Plans are administered by the
Company's Board of Directors. The Board of Directors has the authority to
interpret the provisions of the Plans and supervise the administration of the
Plans. In addition, the Board of Directors is empowered to select those persons
to whom shares or options are to be granted, to determine the number of shares
subject to each grant of a stock bonus or an option and to determine when, and
upon what conditions, shares or options granted under the Plans will vest or
otherwise be subject to forfeiture and cancellation.
In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
Stock Option Plan will be forfeited if the "vesting" schedule established by the
Board of Directors at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
the Company or the period of time a non-employee must provide services to the
Company. At the time an employee ceases working for the Company (or at the time
a non-employee ceases to perform services for the Company), any shares or
options not fully vested will be forfeited and cancelled. In the discretion of
the Board of Directors payment for the shares of Common Stock underlying options
may be paid through the delivery of shares of the Company's Common Stock having
an aggregate fair market value equal to the option price, provided such shares
have been owned by the option holder for at least one
<PAGE>
year prior to such exercise. A combination of cash and shares of Common Stock
may also be permitted at the discretion of the Board of Directors.
Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.
The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner it
deems appropriate, provided that such amendment, termination or suspension
cannot adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not, without shareholder
approval: make any amendment which would materially modify the eligibility
requirements for the Plans; increase or decrease the total number of shares of
Common Stock which may be issued pursuant to the Plans except in the case of a
reclassification of the Company's capital stock or a consolidation or merger of
the Company; reduce the minimum option price per share; extend the period for
granting options; or materially increase in any other way the benefits accruing
to employees who are eligible to participate in the Plans.
The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.
Summary. The following sets forth certain information as of September 30,
2000, concerning the stock options and stock bonuses granted by the Company.
Each option represents the right to purchase one share of the Company's Common
Stock.
Total Shares Remaining
Shares Reserved for Shares Options/
Reserved Outstanding Issued As Shares
Name of Plan Under Plan Options Stock Bonus Under Plan
------------ ---------- ------------ ----------- ----------
Incentive Stock Option Plan 500,000 -- N/A 500,000
Non-Qualified Stock Option
Plan 500,000 300,000 N/A 200,000
Stock Bonus Plans 500,000 N/A -- 500,000
On October 1, 2000 options to purchase 200,000 shares of the Company's
common stock were granted to Pedro Villagran, and options to purchase 100,000
shares of common stock were granted to Alvaro Villagran. The options were
granted pursuant to the Company's Non-Qualified Stock Option Plan, are
exercisable at a price of $0.25 per share, and expire on September 30, 2010.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following table provides information concerning shares of the Company's
common stock issued to the Company's officers and directors since the inception
of the Company:
<PAGE>
On December 11, 1997 Bona Vista West Ltd., the Company's initial
shareholder, purchased 3,000,000 shares of common stock for $5,000 in cash.
On December 26, 1997 the Company issued 175,456 shares of its common stock
in a share for share exchange with the Series J common shareholders of STB Corp.
At the time of this transaction Bona Vista West Ltd. owned approximately 80% of
the issued and outstanding shares of STB Corp. and received 140,365 shares of
the Company's common stock in exchange for its shares in STB Corp. The Company's
investment in STB Corp. was valued at $175. STB Corp. was dissolved in December
1998.
On December 19, 1997, the Company sold an additional 100 shares of its
common stock to Bona Vista West Ltd. for $10.
In May 1998 Bona Vista West Ltd. sold 3,100,000 shares of common stock to
Pedro Villagran Garcia, an officer and director of the Company.
On July 31, 1998 the Company sold 80,000 shares of its common stock to
Pedro Villagran Garcia for $20,000 in cash.
Subsequent to July 31, 1998 Pedro Villagran Garcia sold or gifted 969,450
shares of the Company's common stock to various third parties.
The Company has a Rental and Services Agreement with Prestadora de Sistemas
S.C., a corporation controlled by Pedro Villagran Sr., who is the father of the
Company's President. Pursuant to the terms of this agreement Prestadora de
Sistemas S.C. provides the Company with office services in consideration for
$50,000 per year. In 1999 the Company paid $50,000 to Prestadora de Sistemas
S.C. for services provided pursuant to this agreement. The Rental and Services
Agreement can be terminated by the Company at any time.
Pedro Villagran Garcia provides the Company with management consulting
services pursuant to an agreement which requires the Company to pay Mr. Garcia
$20,000 during 1998, 1999 and 2000. Since January 1, 1998 the Company has paid
$44,000 to Pedro Villagran Garcia for services provided pursuant to this
agreement. This consulting agreement can be terminated by the Company at any
time
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 30,000,000 shares of Common Stock. As
of the September 30, 2000 the Company had 3,411,137 shares of Common Stock
issued and outstanding. Holders of Common Stock are each entitled to cast one
vote for each share held of record on all matters presented to shareholders.
Cumulative voting is not allowed; hence, the holders of a majority of the
outstanding Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to
<PAGE>
share pro rata in any distribution of the Company's assets after payment of
liabilities. The Board of Directors is not obligated to declare a dividend and
it is not anticipated that dividends will be paid until the Company is in
profit.
Holders of Common Stock do not have preemptive rights to subscribe to
additional shares if issued by the Company. There are no conversion, redemption,
sinking fund or similar provisions regarding the Common Stock. All of the
outstanding shares of Common Stock are fully paid and non-assessable and all of
the shares of Common stock offered hereby will be, upon issuance, fully paid and
non-assessable.
Preferred Stock
The Company is authorized to issue up to 5,000,000 shares of Preferred
Stock. The Company's Articles of Incorporation provide that the Board of
Directors has the authority to divide the Preferred Stock into series and,
within the limitations provided by Delaware statute, to fix by resolution the
voting power, designations, preferences, and relative participation, special
rights, and the qualifications, limitations or restrictions of the shares of any
series so established. As the Board of Directors has authority to establish the
terms of, and to issue, the Preferred Stock without shareholder approval, the
Preferred Stock could be issued to defend against any attempted takeover of the
Company.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
As of September 30, 2000, there were approximately fifty record owners of
the Company's Common Stock. The Company's common stock is traded in the
over-the-counter market under the symbol "GMCP". Set forth below are the range
of high and low bid quotations for the periods indicated as reported by the
National Quotation Bureau. The market quotations reflect interdealer prices,
without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions. The Company's common stock first became eligible
for trading in June 2000.
Month Ending High Low
June 2000 * *
July 2000 $0.25 $0.25
August 2000 * *
September 2000 * *
October 2000 * *
November 2000 * *
* No trading occurred during this month.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to
<PAGE>
share pro rata in any distribution of the Company's assets after payment of
liabilities. The Board of Directors is not obligated to declare a dividend. The
Company has not paid any dividends and the Company does not have any current
plans to pay any dividends.
ITEM 2. LEGAL PROCEEDINGS.
-----------------
The Company is not engaged in any litigation, and the officers and
directors presently know of no threatened or pending litigation in which it is
contemplated that the Company will be made a party.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
---------------------------------------------
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth certain information concerning all securities
issued by the Company which have not been registered under the Securities Act of
1933.
On December 11, 1997 Bona Vista West Ltd., the Company's initial
shareholder, purchased 3,000,000 shares of common stock for $5,000 in cash.
On December 26, 1997 the Company issued 175,456 shares of its common stock
in a share for share exchange with the Series J common shareholders of STB Corp.
At the time of this transaction Bona Vista West Ltd. owned approximately 80% of
the issued and outstanding shares of STB Corp. and received 140,365 shares of
the Company's common stock in exchange for its shares in STB Corp. The Company's
investment in STB Corp. was valued at $175. STB Corp. was dissolved in December
1998.
On December 19, 1997, the Company sold an additional 100 shares of its
common stock to Bona Vista West Ltd. for $10.
In May 1998 Bona Vista West Ltd. sold 3,100,000 shares of common stock to
Pedro Villagran Garcia, an officer and director of the Company.
On July 31, 1998 the Company sold 80,000 shares of its common stock to
Pedro Villagran Garcia for $20,000 in cash.
Subsequent to July 31, 1998 Pedro Villagran Garcia sold or gifted 969,450
shares of the Company's common stock to various third parties.
On March 1, 1999 the Company's shareholders approved a 1-for-100 reverse
split of the Company's common stock. No fractional shares were issued as a
result of the reverse stock split and each holder of a fractional share, upon
written application to the Company, is entitled to be paid $0.10 for each share
held by the shareholder as of March 1, 1999. On March 8, 1999 the Company's
shareholders approved a 100-for-1 forward split of the Company's common stock.
The effect of the reverse and subsequent forward stock splits was to eliminate
several hundred
<PAGE>
record shareholders who each owned less than 100 shares of the Company's common
stock. Since no fractional shares were issued as a result of the reverse stock
split, the Company's issued and outstanding shares of common stock were reduced
by 3,190 shares.
Between March 15, 1999 and June 30, 2000 the Company sold 138,771 shares
of common stock to 51 persons for $138,771 in cash.
During the nine months ending September 30, 2000 the Company issued 30,000
shares of common stock for services rendered.
All the sales of the Company's common stock were exempt from registration
pursuant to Rule 504 of the Securities and Exchange Commission. No underwriters
were involved with the sale of these securities and no commissions were paid to
any person in connection with the issuance of these shares.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company's Bylaws authorize indemnification of a director, officer,
employee or agent of the Company against expenses incurred by him in connection
with any action, suit, or proceeding to which he is named a party by reason of
his having acted or served in such capacity, except for liabilities arising from
his own misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of the Company who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reason- ably
entitled to indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
<PAGE>
GAMA COMPUTER CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
Year ended December 31, 1999 and the Period from
January 9, 1998 (inception) through December 31, 1999
with Report of Independent Auditors
<PAGE>
Wrinkle, Gardner & Company, P.C.
Certified Public Accounts
211 E. Parkwood, Suite 100
Friendswood, Texas 77546
(281) 992-2200
REPORT OF INDEPENDENT AUDITORS
Board of Directors
GAMA Computer Corporation
We have audited the accompanying balance sheet of GAMA Computer Corporation (a
Development Stage Company) as of December 31, 1999, and the related statements
of earnings, shareholders' equity, and cash flows for the year then ended and
for the period from January 9, 1998 (Inception) through December 31, 1999. These
financial statements are the responsibility of the Company" management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits 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
misstatements. 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 overall financial statement presentation.
We believe that our audits provide 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 GAMA Computer Corporation as of
December 31, 1999, and the results of its operations and its cash flows for the
periods then ended, in conformity with generally accepted accounting principles.
Wrinkle, Gardner & Company, P.C.
Friendswood, Texas
March 23, 2000
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
Balance Sheet
December 31, 1999
Assets
Current Assets
Cash $12,382
Due from shareholder / related party 795
---------
Total current assets 13,177
Investment in STB Corp. 175
$13,352
Liabilities
Current Liabilities
Accounts payable $10,689
-------
Total current liabilities 10,689
Shareholders' Equity
Common stock: $.0001 par value; 30,000,000 shares
authorized; 3,381,137 shares issued and
outstanding 338
Additional paid in capital 167,269
Deficit accumulated during the development
stage (164,944)
---------
Total shareholders' equity 2,663
-----------
$13,352
See accompanying notes.
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
Statements of Earnings
Year Ended December 31, 1999 and the Period
from January 9, 1998 (Inception) through December 31, 1999
January 9, 1998
Year Ended (Inception) to
December 31, December 31,
1999 1999
--------------------------------------------
Operating expenses $ 142,847 $ 164,944
--------- ----------
Net (loss) $(142,847) $(164,944)
========== ==========
See accompanying notes.
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
Statements of Shareholders' Equity
Year Ended December 31, 1999 and the Period
from January 9, 1998 (Inception) through December 31, 1999
Deficit
Accumulated
Additional During the
Capital Stock Paid in Development
Shares Amount Capital Stage Total
------ ------ --------- ----------- -----
Issuance of 3,172,366 shares -
January 9, 1998 3,172,366 $317 $4,867 $ -- $5,184
Issuance of 80,000 shares -
July 8, 1998 80,000 8 19,992 20,000
Net loss for 1998 (22,097) (22,097)
----------------------------------------------------------
Balance at December 31,
1998 3,252,366 325 24,859 (22,097) 3,087
Issuance of 128,771 shares -
March 25, 1999 128,771 13 142,410 142,423
Net loss for 1999 (142,847) (142,847)
----------------------------------------------------------
Balance at December
31, 1999 3,381,137 $338 $167,269 $(164,944) $2,663
See accompanying notes.
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
Statements of Cash Flows
Year Ended December 31, 1999 and the Period
from January 9, 1998 (Inception) through December 31, 1999
January 9, 1998
Year Ended (Inception) to
December 31, December 31,
1999 1999
--------------- --------------
Operating Activities
Net (loss) $(142,847) $(164,944)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Changes in operating assets and liabilities:
Accounts payable 10,689 10,689
---------- ---------
Net cash (used in) operating activities (132,158) (154,255)
Investing Activities
Due from shareholder (3,295) (795)
------- -----
Net cash (used in) investing activities (3,295) (795)
Financing Activities
Issuance of common stock 142,423 167,432
------- -------
Net cash provided by financing activities 142,423 167,432
------- -------
Increase in cash 6,970 12,382
Cash at beginning of period 5,412 --
---------- -------------
Cash at end of period $ 12,382 $ 12,382
======== =========
See accompanying notes.
<PAGE>
GAMA COMPUTER CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GAMA, Inc. (the "Company") was incorporated in Colorado on December 10, 1997,
and had no previous operations. On January 9, 1998, the Company reorganized as a
Delaware corporation and changed its name from GAMA, Inc. to GAMA Computer
Corporation ("GAMA"). In addition to the common stock described in the
accompanying balance sheet, GAMA is authorized to issue 5,000,000 shares of
preferred stock (par value $.0001). No preferred stock was issued or outstanding
as of December 31, 1999. GAMA is a developmental stage company under Statement
of Financial Accounting Standard ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises".
GAMA initially planned on assembling and manufacturing computers in Mexico.
However, in October 1999, GAMA decided to enter the internet industry as GAMA
PC. GAMA PC provides an internet infrastructure solution to businesses that want
to be able to use the internet for e-commerce. GAMA's technical services
platform enables users to access these services through its application service
provider using the World Wide Web in order to communicate in the digital world.
Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Income Taxes: GAMA follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and
financial reporting amounts at each year end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The provision for income taxes represents the tax payable for the period and the
change during the period in deferred tax assets and liabilities.
GAMA incurred a net operating loss of $132,158 for the year ended December 31,
1999. No tax benefit or deferred tax asset has been recorded relating to the net
operating loss because realization of the carryforward benefit is uncertain. For
tax purposes, the net operating loss carryforward will expire in 2014.
<PAGE>
GAMA COMPUTER CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 1999
NOTE B - RELATED PARTY TRANSACTIONS
GAMA has a "Rental and Other Services Agreement" with a related party which
requires compensation of $50,000 annually. This amount was paid to the related
party in April 1999 for 1999. GAMA also has an "Professional Services Consulting
Agreement" with a majority shareholder which requires annual compensation of no
less than $20,000 for the period from January 1, 1998 through December 31, 2000.
Approximately $34,000 was paid related to this agreement in 1999.
NOTE C - COMMITMENTS AND CONTINGENCIES
In the course of its business affairs and operations, GAMA is subject to
possible loss contingencies arising from federal, state, and local laws and
regulations and third party litigation. There are no matters which, in the
opinion of management, will have a material adverse effect on the financial
position or results of operations of the Company.
<PAGE>
GAMA COMPUTER CORPORATION
FINANCIAL STATEMENTS
September 30, 2000
(unaudited)
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
BALANCE SHEET (Unaudited)
September 30, 2000
Assets
Current Assets
Cash $ 13,064
---------
$ 13,064
Liabilities
Current Liabilities
Due to shareholder / related party $ 37,863
Accounts payable 16,004
---------
Total current liabilities 53,867
Shareholders' Equity
Common stock: $.0001 par value; 30,000,000 shares
authorized; 3,411,137 shares issued and outstanding 341
Additional paid in capital 178,766
Deficit accumulated during the development stage (219,910)
Total shareholders' equity (40,803)
----------
$ 13,064
See accompanying notes.
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
STATEMENT OF EARNINGS (Unaudited)
Nine Months Ended
September 30,
2000 1999
--------------- ------------------
Operating expenses $ 54,966 $ 129,998
---------- -----------
Net (loss) $ (54,966) $ (129,998)
See accompanying notes.
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Nine Months Ended September 30, 2000 and 1999
Deficit
Accumulated
Additional During the
Capital Stock Paid in Development
Shares Amount Capital Stage Total
--------------------------------------------------------------------------------
Balance at December
31, 199 83,252,366 $ 325 $ 24,859 $(22,097) $3,087
Issuance of 128,771
shares 128,771 13 142,410 142,423
Net loss for nine
months ended
September 30, 1999 (129,998) (129,998)
---------------------------------------------------------
Balance at September
30, 1999 3,381,137 338 167,269 (152,095) 15,512
Net loss for three
months ended
December 31, 1999 (12,849) (12,849)
---------------------------------------------------------
Balance at December
31, 199 93,381,137 338 167,269 (164,944) 2,663
Issuance of 30,000
shares 30,000 3 11,497 11,500
Net loss for nine months ended
September 30, 2000 (54,966) (54,966)
--------------------------------------------------------
Balance at September
30, 2000 3,411,137 $ 341 $ 178,766 $(219,910) $(40,803)
===================================================
See accompanying notes.
<PAGE>
GAMA Computer Corporation
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
Nine Months
Ended
September 30,
2000 1999
-------------------------------
Operating Activities
Net (loss) $ (54,966) $(129,998)
Adjustments to reconcile net
(loss) to net cash
(used in)
operating
activities:
Changes in operating assets and liabilities:
Accounts 5,315 0
payable
-------------------------------
Net cash (used in) operating (49,651) (129,998)
activities
Investing Activities
Due from shareholder 38,658 (15,295)
Investment in STB 175 0
Corp.
-------------------------------
Net cash provided by 38,833 (15,295)
investing activities
Financing Activities
Issuance of common 11,500 142,423
stock
-------------------------------
Net cash provided by 11,500 142,423
financing activities
-------------------------------
Increase (decrease) 682 (2,870)
in cash
Cash at beginning 12,382 5,413
of period
-------------------------------
Cash at end of $ 13,064 $ 2,543
period
===============================
See accompanying notes.
<PAGE>
GAMA COMPUTER CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - UNAUDITED
September 30, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GAMA, Inc. (the "Company") was incorporated in Colorado on December 10, 1997,
and had no previous operations. On January 9, 1998, the Company reorganized as a
Delaware corporation and changed its name from GAMA, Inc. to GAMA Computer
Corporation ("GAMA"). In addition to the common stock described in the
accompanying balance sheet, GAMA is authorized to issue 5,000,000 shares of
preferred stock (par value $.0001). No preferred stock was issued or outstanding
as of September 30, 2000. GAMA is a developmental stage company under Statement
of Financial Accounting Standard ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises".
GAMA initially planned on assembling and manufacturing computers in Mexico.
However, in October 1999, GAMA decided to enter the internet industry as GAMA
PC. GAMA PC provides an internet infrastructure solution to businesses that want
to be able to use the internet for e-commerce. GAMA's technical services
platform enables users to access these services through its application service
provider using the World Wide Web in order to communicate in the digital world.
GAMA is currently funding operations through the sale of stock and loans from
shareholders. Should these sources of capital be unable to continue making
contributions, the ability of the company to continue as a going concern may be
impaired.
Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Income Taxes: GAMA follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and
financial reporting amounts at each year end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The provision for income taxes represents the tax payable for the period and the
change during the period in deferred tax assets and liabilities.
GAMA incurred a net operating loss of $54,966 for the nine months ended
September 30, 2000. No tax benefit or deferred tax asset has been recorded
relating to the net operating loss because realization of the carryforward
benefit is uncertain. For tax purposes, the net operating loss carryforward will
expire in 2015.
The accompanying unaudited financial statements have been prepared in accordance
with Item 310 (b) of Regulation S-B, and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments are of a normal recurring nature. Readers of these
financial statements should read the audited financial statements of he Company
for the year ended December 31, 1999 which are included elsewhere in this
registration statement.
<PAGE>
GAMA COMPUTER CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - UNAUDITED - Continued
September 30, 2000
NOTE B - RELATED PARTY TRANSACTIONS
GAMA has a "Rental and Other Services Agreement" with a related party which
requires compensation of $50,000 annually. This amount was paid to the related
party in April 1999 for 1999. GAMA also has a "Professional Services Consulting
Agreement" with a majority shareholder which requires annual compensation of no
less than $20,000 for the period from January 1, 1998 through December 31, 2000.
Approximately $15,000 was paid related to this agreement for the nine months
ended September 30, 2000.
NOTE C - COMMITMENTS AND CONTINGENCIES
In the course of its business affairs and operations, GAMA is subject to
possible loss contingencies arising from federal, state, and local laws and
regulations and third party litigation. There are no matters which, in the
opinion of management, will have a material adverse effect on the financial
position or results of operations of the Company.
<PAGE>
PART III
EXHIBITS
Exhibit
Number Exhibit Name Page
------- ------------ -----
Exhibit 2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation, etc. None
Exhibit 3 Articles of Incorporation, as amended, and Bylaws (1)
Exhibit 4 Instruments Defining the Rights of Security Holders
Exhibit 4.1 Incentive Stock Option Plan (1)
Exhibit 4.2 Non-Qualified Stock Option Plan (1)
Exhibit 4.3 Stock Bonus Plan (1)
Exhibit 5 Subscription Agreement None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material Contracts None
(1) Previously filed
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Company caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
GAMA COMPUTER CORPORATION
Date: December 28, 2000 By: /s/ Pedro Villagran Garcia
---------------------------------------
Pedro Villagran Garcia
President and Chief Executive Officer
