SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BINGOGOLD.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 454390 87-0542172
(STATE OF INCORPORATION) (PRIMARY STANDARD (IRS EMPLOYER
INDUSTRIAL INDENIFICATION
CLASSIFICATION NUMBER)
CODE NUMER)
COMMISSION FILE NO. 033-90355
#303-543 Granville Street, Vancouver, BC V6C 1X8
(Address of Principal Executive Offices) (Zip Code)
Shawn F. Hackman, Esq., 3360 W. Sahara, Suite 200, NV 89102
(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent for service)
The registrant statement shall hereafter become effective in
accordance with the provisions of Section 8(a) of the Securities
Act.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date
of this Registration Statement.
If any of the securities being registered on this Form are to be
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the
following box. [ ]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED ____________________, 1999
<PAGE>
OFFER TO EXCHANGE
SHARES OF COMMON STOCK REGISTERED UNDER THE ACT, FOR ANY AND ALL
OUTSTANDING SHARES OF COMMON STOCK
WHICH HAVE NOT BEEN SO REGISTERED OF
BINGOGOLD.COM, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
PACIFIC STANDARD TIME, ON ___________________, 1999, UNLESS EXTENDED
BINGOGOLD.COM, INC. (the "Company") hereby offers,
upon the terms and subject to the conditions set forth in this
Prospectus (which constitutes the "Exchange Offer"), to exchange
of common stock of the Company (the "Shares").
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is __________________, 1999
<PAGE>
The Company has not entered into any arrangement or understanding
with any person to distribute the New Shares to be received in
the Exchange Offer, and to the best of the Company's information and belief,
each person participating in the Exchange Offer is acquiring the
New Shares in its ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the
New Shares to be received in the Exchange Offer. Any person participating
in the Exchange Offer who does not acquire the Exchange Shares in the
ordinary course of business: (i) cannot rely on the above referenced
no-action letters; (ii) cannot tender its Old Shares in the Exchange Offer;
and (iii) must comply with the registration and prospectus delivery
requirements of the Securities Act.
There has not previously been any active public market for
the Shares. There can be no assurance that an active trading
market for the New Shares will develop.
AVAILABLE INFORMATION
The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-4 under the Securities Act with
respect to the Exchange Offer. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto.
For further information With respect to the Company and the Exchange Offer,
reference is made to such Registration Statement and the exhibits and
schedules filed as part thereof.
The Company is subject to the information requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information with the
Commission. The Registration Statement and the exhibits and schedules
thereto filed with the Commission may be inspected and copied without
charge at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
will also be available for inspection and copying at the regional offices
of the Commission located at Seven World Trade Center, 13th Floor, New York,
New York 10048, and the Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of all or any portion of the
Registration Statement may be obtained from the Public Reference
Section of the Commission upon payment of certain prescribed
fees. Electronic registration statements made through the Electronic Data
Gathering, Analysis, and Retrieval system are publicly available through the
Commission's web site (http://www.sec.gov.), which is maintained by the
Commission and which contains reports, proxy and information statements
and other information regarding registrants that file electronically
with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
by Cofitras Entertainment, Inc. pursuant to the Exchange
Act are incorporated by reference in this Prospectus: (i) COFITRAS'S
Annual Report on Form 10-K for the year ended December 31, 1998.
In addition, all documents filed by COFITRAS with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date and prior to the termination of the Exchange Offer
contemplated hereby shall be deemed to be incorporated by reference
herein and shall be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein or contained in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in any other subsequently filed document which also
is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute
a part of this Prospectus, except as so odified or superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH DOCUMENTS
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, ON
WRITTEN OR ORAL REQUEST, FROM BINGOGOLD.COM, INC.
SUMMARY
THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY,
AND SHOULD BE READ IN CONJUNCTION WITH, THE FINANCIAL STATEMENTS AND
THE MORE DETAILED INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS.
UNLESS THE CONTEXT REQUIRES OTHERWISE, REFERENCES TO THE "COMPANY" MEAN
BINGOGOLD.COM, INC. AND ITS SUBSIDIARIES.
THE COMPANY
GENERAL
BINGOGOLD.COM, INC.
The Company's principal executive offices are located at
#303-543 Granville Street, Vancouver, BC, Canada V6C 1X8. The Company's
telephone number is (604) 688-1844.
THE EXCHANGE OFFER
Securities Offered.......... Up to 7,666,667 shares of
registered common stock for
7,666,667 shares of unregistered
common stock of Bingogold.com, Inc.
See "Description of Shares."
The Exchange Offer.......... The Company is offering to exchange 7,666,667
shares of registered common stock for
7,666,667 shares of unregistered
common stock of Bingogold.com, Inc.
Federal Income Tax
Considerations............. The Exchange Offer will not result in any
income, gain or loss to the holders of Shares
or the Company for federal income tax
purposes. See "Federal Income Tax
Considerations."
Use of Proceeds............. There will be no proceeds to the Company from
the exchange of New Shares for the Old Shares
pursuant to the Exchange Offer.
Exchange Agent.............. Shawn F. Hackman, Esq. is serving as exchange
agent (the "Exchange Agent in connection with
the Exchange Offer.
CONSEQUENCES OF EXCHANGING OR FAILURE TO
EXCHANGE OLD SHARES PURSUANT TO THE EXCHANGE OFFER
Generally, holders of Old Shares (other than any holder who
is an "affiliate" of the Company within the meaning of Rule 405 under
the Securities Act) who exchange their Old Shares for New Shares pursuant
to the Exchange Offer may offer their New Shares for resale, resell their
New Shares, and otherwise transfer their New Shares without compliance
with the registration and prospectus delivery provisions of the Securities
Act, provided such New Shares are acquired in the ordinary course of the
Holder's business, such holders have no arrangement with any person to
participate in a distribution of such New Shares and neither the holder
nor any other person is engaging in or intends to engage in a distribution
of the New Shares. A broker-dealer who acquired Old Shares directly from
the Company cannot exchange such Old Shares in the Exchange Offer.
Each broker-dealer that receives New Shares for its own account in
exchange for Old Shares must acknowledge that it will deliver a
prospctus in connection with any resale of its New Shares. See "Plan of
Distribution." To comply with the securities laws of certain jurisdictions,
it may be necessary to qualify for sale or register the New Shares prior
to offering or selling such New Shares. Upon consummation of the Exchange
Offer, holders that were not prohibited from participating in the Exchange
Offer and did not tender their Old Shares will not have any registration
rights with respect to such non-tendered Old Shares, and accordingly, such old
Shares will continue to be subject to the restrictions on
transfer contained in the legend thereon. See "The Exchange Offer
- -Consequences of Failure to Exchange."
SUMMARY DESCRIPTION OF THE SHARES
Issuer................... BINGOGOLD.COM, INC.
Securities Offered....... 7,666,667 shares of registered common stock
of Bingogold.com, Inc.
RISK FACTORS
Prospective participants in the Exchange Offer should take
into account the specific considerations set forth under "Risk Factors" as
well as the other information set forth in this Prospectus. See "Risk
Factors."
This prospectus and other reports and statements filed by
the company from time to time with the commission (collectively,
"commission filings") contain or may contain forward-looking
statements, such as statements regarding the company's growth
strategy and anticipated trends in the industries and economies
in which the company operates. These forward-looking statements
are based on the company's current expectations and are subject
to a number of risks, uncertainties and assumptions relating to
the company's operations and results of operations, competitive
factors, shifts in market demand, and other risks and uncertainties,
including in addition to those described below and elsewhere in this
prospectus or any commission filing, uncertainties with respect to
changes or developments in social, business, economic, industry, market,
legal and regulatory circumstances and conditions and actions taken or
omitted to be taken by third parties, including the company's contractors,
customers, suppliers, competitors, stockholders, legislative, regulatory
and judicial and other governmental authorities. Should one or more of
these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from
results expressed or implied in any forward-looking statements made by the
company in this prospectus or any commission filing. The company does not
undertake any obligation to revise these forward-looking statements to
reflect future events or circumstances. in addition to the other
information contained in this prospectus, prospective investors should
carefully consider the following risk factors in evaluating the company
and its business before participating in the exchange offer.
CONSEQUENCES OF FAILURE TO EXCHANGE
Upon consummation of the Exchange Offer, holders of Old
Shares that did not tender their Old Shares will not have any
exchange rights under the Registration Rights Agreement with
respect to such non-tendered Old Shares and, accordingly, such
Old Shares will continue to be subject to the restrictions on
transfer contained in the legend thereon. In general, the Old
Shares may not be offered or sold, unless registered under the
Securities Act and applicable state securities laws, except
pursuant to an exemption from, or in a transaction not subject
to, the Securities Act and applicable state securities laws.
Based on interpretations by the staff of the Commission with
respect to similar transactions, the Company believes that the New Shares
issued pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by any holder of such New Shares (other than any such
holder which is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Shares are acquired in the ordinary course of such holder's business, such
holder has no arrangement or understanding with any person to participate in
the distribution of such New Shares and neither the holder nor any other
person is engaging in or intends to engage in a distribution of the New
Shares. A broker-Dealer who acquired Old Shares directly from the Company
cannot exchange such Old Shares in the Exchange Offer. Each brokerdealer
that receives New Shares for its own account in exchange for Old Shares
must acknowledge that it will deliver a prospectus in connection with any
resale of its New Shares. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of the New Shares received in exchange for the Old Shares
acquired by the broker-dealer as a result of market-making
activities or other trading activities. The Company has agreed
that it will make this Prospectus available to any broker-dealer
for use in connection with any such resale for a certain period
of time after the Exchange Date or, if earlier, until all
participating broker-dealers have so resold. See "Plan of
Distribution." The New Shares may not be offered or sold unless
they have been registered or qualified for sale under applicable
state securities laws or an exemption from registration or
qualification is available and is complied with. The Company is required,
under the Registration Rights Agreement, to register the New Shares in any
jurisdiction requested by the holders, subject to certain limitations.
EFFECTS OF THE ECONOMY ON THE COMPANY'S INTERNET BUSINESS
The Company's business is impacted by the economic factors
which affect the internet industry. When such factors adversely
affect the internet industry, they tend to reduce the overall
demand for internet sites and products. There can be no
assurance that economic and other factors which may affect the
internet industry will not have an adverse impact on the
Company's business, financial condition or results of operations.
GOVERNMENT REGULATION
The internet industry is highly regulated in the United
States by the FCC and in other country by similar agencies.
Further, there can be no assurance that new and more stringent
government regulations will not be adopted in the future or that
any such new regulations, if enacted, would not have a material
adverse effect on the Company's business, financial condition or
results of operations.
FLUCTUATIONS IN OPERATING RESULTS
The Company's operating results are affected by many factors, including
the timing of orders from large customers, the timing of expenditures to
purchase inventory in anticipation of future sales, the timing of
bulk inventory purchases. A large portion of the Company's operating
expenses are relatively fixed. Since the Company typically does
not obtain long-term purchase orders or commitments from its
customers, it must anticipate the future volume of orders based
upon the historic purchasing patterns of its customers and upon
its discussions with its customers as to their future
requirements. Cancellations, reductions or delays in orders by a
customer or group of customers could have a material adverse
effect on the Company's business, financial condition or results
of operations.
RELIANCE ON EXECUTIVE OFFICERS AND KEY EMPLOYEES
The continued success of the Company is dependent to a significant degree
upon the services of its executive officers and upon the Company's ability
to attract and retain qualified personnel experienced in the various
phases of the Company's business. The ability of the Company to operate
successfully could be jeopardized if one or more of its executive
officers were unavailable and capable successors were not found.
The Company does not maintain "key person" life insurance on the
lives of its executive officers. See "Management."
COMPETITION
The markets for the Company's product and services are extremely
competitive, and the Company faces competition from a number of
sources. Certain of the Company's competitors have substantially
greater financial and other resources than the Company. There can
be no assurance that competitive pressures will not materially
and adversely affect the Company's business, financial condition
or results of operations. See "Business--Competition."
ABSENCE OF A PUBLIC MARKET FOR THE SHARES
The New Shares will constitute a new issue of securities with no
established trading market. Accordingly, no assurance can be given that
an active public or other market will develop for the New Shares or as to
the liquidity of or the trading market for the New Shares. If a
trading market does not develop or is not maintained, holders of the
New Shares may experience difficulty in reselling the New Shares or
may be unable to sell them at all. If a market for the New Shares
develops, any such market may be discontinued at any time.
If a public trading market develops for the New Shares, future trading
prices of such securities will depend on many factors including, among other
things, prevailing interest rates, the Company's results of operations and the
market for similar securities.
THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
Based on no-action letters issued by the staff of the Commission to third
parties, the Company believes that the New Shares issued pursuant to the
Exchange Offer in exchange for Old Shares may be offered for
resale, resold and otherwise transferred by any holder of such New Shares
(other than any such holder which is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act) without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that such New Shares are acquired in the ordinary course of such
holder's business, such holder has no arrangement or understanding with
any person to participate in the distribution of such New Shares and neither
the holder nor any other person is engaging in or intends to engage in a
distribution of the New Shares. A broker-dealer who acquired Old Shares
directly from the Company can not exchange such Old Shares in the Exchange
Offer. Any holder who tenders in the Exchange Offer for the purpose of
participating in a distribution of the New Shares cannot rely on such
interpretations by the staff of the
Commission and must comply with the registration and prospectus
delivery
requirements of the Securities Act in connection with any resale
transaction.
Each broker-dealer that receives New Shares for its own account in
exchange
for Old Shares, where such Old Shares were acquired by such broker-
dealer as
a result of market-making activities or other trading activities,
must
acknowledge that it will deliver a prospectus in connection with
any resale
of such New Shares. See "Plan of Distribution."
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in
this Prospectus (which together constitute the Exchange Offer),
the Company will accept any and all Old Shares validly tendered
and not withdrawn prior to 5:00 p.m., Pacific Standard time, on
the Expiration Date (as defined herein). The Company will issue a
principal amount of New Shares in exchange for an equal principal
amount of outstanding Old Shares tendered and accepted in the
Exchange
Offer. Holders may tender some or all of their Old Shares
pursuant to the Exchange Offer. The date of acceptance for
exchange of the Old Shares for the New Shares (the "Exchange
Date") will be the first business day following the Expiration
Date or as soon as practicable thereafter.
The terms of the New Shares and the Old Shares are
substantially identical in all material respects.
As of the date of this Prospectus, 7,666,667 of the Old
Shares are outstanding. This Prospectus, together with the Letter
of Transmittal, is being sent to all registered holders of Old
Shares. Holders of Old Shares do not have any appraisal or
dissenters' rights under state law or the Indenture in connection
with the Exchange Offer. The Company intends to conduct the
Exchange Offer in accordance with the provisions of the
applicable requirements of the Exchange Act, and the rules and
regulations of the Commission thereunder. Old Shares which are
not tendered and were not prohibited from being tendered for
exchange in the Exchange Offer will remain outstanding and
continue to be subject to transfer restrictions.
Upon satisfaction or waiver of all the conditions to the
Exchange Offer,
on the Exchange Date the Company will accept all Old Shares
properly tendered
and not withdrawn and will issue New Shares in exchange therefor.
For purposes of the Exchange Offer, the Company shall be deemed to
have
accepted properly tendered Old Shares for exchange when, as and if
the
Company had given oral or written notice thereof to the Exchange
Agent.
The Exchange Agent will act as agent for the tendering holders for
the
purposes of receiving the New Shares from the Company.
Holders who tender Old Shares in the Exchange Offer will not
be
required to pay brokerage commissions or fees on, transfer taxes
with respect
to the exchange of Old Shares pursuant to the Exchange Offer. The
Company
will pay all charges and expenses, other than certain applicable
taxes
described below, in connection with the Exchange Offer.
See "Fees and Expenses" below.
EXCHANGE AGENT
Shawn F. Hackman, Esq., has been appointed as Exchange Agent
of the Exchange Offer. Questions and requests for assistance,
requests for additional copies of this Prospectus or of the
Letter of Transmittal and should be directed to the Exchange
Agent addressed as follows:
By Registered or Certified Mail, by hand or by Overnight Courier:
Shawn F. Hackman, Esq.
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
By Facsimile:
Shawn F. Hackman, Esq.
(702) 940-4006
Confirm by Telephone:
(702) 732-2253
DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
FEES AND EXPENSES
The expenses of soliciting tenders will be borne by the
Company. The
principal solicitation is being made by mail; however, additional
solicitation may be made by telegraph, telephone or in person by
officers,
regular employees or agents of the Company and its affiliates.
The Company has not retained any dealer-manager in connection
with the
Exchange Offer and will not make any payments to brokers, dealers
or others soliciting acceptances of the Exchange Offer. The
Company,
however, will pay the Exchange Agent reasonable and customary
fees for its services and will reimburse it for its reasonable out-
ofpocket
expenses in connection therewith and will pay the reasonable fees
and
expenses of holders in delivering their Old Shares to the Exchange
Agent.
The cash expenses of the Company to be incurred in connection
with the
Company's performance and completion of the Exchange Offer will be
paid by the
Company. Such expenses include fees and expenses of the Exchange
Agent and
Trustee, accounting and legal fees and printing costs, among
others.
The Company will pay all transfer taxes, if any, applicable to
the
exchange of Old Shares pursuant to the Exchange Offer. If,
however,
certificates representing New Shares or Old Shares for principal
amounts not
tendered or accepted for exchange are to be delivered to, or are
to be issued
in the name of, any person other than the registered holder of the
Old Shares
tendered, or if tendered Old Shares are registered in the name of
any person
other than the person signing, if a transfer tax is imposed for
any reason other
than the exchange of Old Shares pursuant to the Exchange Offer,
then the
amount of any such transfer taxes (whether imposed on the
registered holder
or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption
therefrom is not
submitted the amount of such transfer taxes will be billed
directly to such
tendering holder.
CONSEQUENCES OF FAILURE TO EXCHANGE
Upon consummation of the Exchange Offer, holders of Old
Shares that were
not prohibited from participating in the Exchange Offer and did
not tender
their Old Shares will not have any further exchange rights under
the
with respect to such nontendered Old Shares and, accordingly,
such Old Shares will continue to be subject to the restrictions
on transfer contained in the legend thereon. In general, the Old
Shares may not be offered or sold, unless registered under the
Securities Act and applicable state securities laws, except
pursuant to an exemption from, or in a transaction not subject
to, the Securities Act and applicable state securities laws.
Based on interpretations by the staff of the Commission with
respect
to similar transactions, the Company believes that the New Shares
issued
pursuant to the Exchange Offer in exchange for Old Shares may be
offered
for resale, resold and otherwise transferred by any holder of
such New Shares (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under
the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided
that such New Shares are acquired in the ordinary course of such
holder's business, such holder has no arrangement or
understanding with any person to participate in the distribution
of such New Shares and neither the holder nor any other person is
engaging in or intends to engage in a distribution of the New
Shares. If any holder has any arrangement or understanding with
respect to the distribution of the New Shares to be acquired
pursuant to the Exchange Offer, the holder (i) could not rely on
the applicable interpretations of the staff of the Commission and
(ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction. Each broker-dealer that receives New Shares for its
own account in exchange for Old Shares must acknowledge that it
will deliver a prospectus in connection with any resale of its
New Shares. See "Plan of Distribution." The New Shares may not be
offered or sold unless they have been registered or qualified for
sale under applicable state securities laws or an exemption from
registration or qualification is available and is complied with.
OTHER
Participation in the Exchange Offer is voluntary and holders
should
carefully consider whether to accept. Holders of the Old Shares
are urged to
consult their financial and tax advisors in making their own
decisions on what action to take.
Upon consummation of the Exchange Offer, holders of the Old
Shares
that were not prohibited from participating in the Exchange Offer
and
did not tender their Old Shares will not have any exchange rights
with
respect to such non-tendered Old Shares and, accordingly, such Old
Shares
will continue to be subject to the restrictions on transfer
contained in
the legend thereon.
The Company has not entered into any arrangement or
understanding
with any person to distribute the New Shares to be received in
the Exchange Offer, and to the best of the Company's information
and belief, each person participating in the Exchange Offer is
acquiring the
New Shares in it ordinary course of business and has no
arrangement
or understanding with any person to participate in the
distribution of the
New Shares to be received in the Exchange Offer. In this regard,
the
Company will make each person participating in the Exchange Offer
aware (through this Prospectus or otherwise) that if the Exchange
Offer is being registered for the purpose of secondary resale, any
holder
using the Exchange Offer to participate in a distribution of New
Shares to
be acquired in the registered Exchange Offer (i) may not rely on
the staff
position enunciated in Morgan Stanley and Co. Incorporated
(available
June 5, 1999) and Exxon Capital Holdings Corporation (available
May 13, 1988) similar letters and (ii) must comply with
registration and
prospectus delivery requirements of the Securities Act in
connection with a
secondary resale transaction.
ACCOUNTING TREATMENT
The New Shares will be recorded at the same carrying value
as the Old Shares as reflected in the Company's accounting
records on the Exchange Date. Accordingly, no gain or loss for
accounting purposes will be recognized by the Company. The
expenses of the Exchange Offer will be expensed over the term of
the New Shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Bingogold.com, Inc. (the "Company") was organized as a
Nevada corporation on April 26, 1995. The Company is principally
in the internet and entertainment business. Certain statements
in the Report are forward-looking. Actual results of future
events
could differmaterially.
The following discussion of the financial condition and
results of
operations of the Company relates to the six (3) months ended
June 30, 1999 and 1998 and the nine (9) months ended September 30,
1999 and
1998, and should be read in conjunction with the financial
statements
and notes thereto included elsewhere in this Report.
LIQUIDITY AND CAPITAL RESOURCES
The Company has made no commitments that would require any
material increase in capital resources. The Company's financial
condition
has not been affected by the modest inflation of the recent past.
The Company believes that future inflation, if any, would not
materially affect the results of operations, other than interest
rates on
the line of credit which are based on a floating rate over prime
would be higher. Also the values and rental rates on the
Company's real
estate could be affected by future inflation, in any.
The Company's operating results are affected by many factors,
including
the timing of orders from large customers, the timing of
expenditures to
purchase inventory in anticipation of future sales, the timing of
bulk purchases. A small portion of the Company's operating
expenses are relatively fixed. Since the Company typically does
not obtain long-term purchase orders or commitments from its
customers, it must anticipate the future volume of orders based
upon the historic purchasing patterns of its customers and upon
its discussions with its customers as to their future
requirements. Cancellations, reductions or delays in orders by a
customer or group of customers could have a material adverse
effect on the Company's business, financial condition and results
of operations.
The Company and GAMEWEAVER are co-registrants of the
Company's
Registration Statement on Form S-4, of which this Prospectus
forms a part. As a result, the Company and GAMEWEAVER will
become subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") upon the
effectiveness of the Registration Statement.
So long as the factors set forth in the paragraph immediately
above
remain true and correct, under applicable SEC rules and
regulations, the
Company believes that GAMEWEAVER will not need to individually
comply with the
reporting requirements of the Exchange Act, nor will the Company
have to include separate financial statements and other
disclosures concerning each of the Subsidiary Guarantors in its
Exchange Act reports.
BUSINESS
RECENT DEVELOPMENTS
None.
DESCRIPTION OF BUSINESS
Industry/Marketing Overview
One of the fastest growing segments of the Internet continues to
be the Entertainment Industry. By providing high quality,
innovative games in addition to content, tied in with a strong
Loyalty Program, the Company intends to attract and retain
Members.
Combining the strong Loyalty Program with a Permission E-Mail
program Gameweaver believes that it may strengthen even further
the relationship that it builds with Members in addition to
strengthening the quality of service that it provides to its
advertisers and sponsors. A recent study by LMT Strategies found
that more than half of the e-mail users feel positively about
permission marketing and that nearly three quarters of users
respond to permission e-mail with some frequency. Additionally,
it was found that Permission E-Mail marketing was five times more
cost effective than direct mail and 20 times more effective than
Web banners. Furthermore, the study found that properly
constructed Permission E-Mail campaigns increased loyalty amongst
recipients.
Online Direct Marketing
Various forms of online direct marketing to generate sales of
products or services are engaged in by business operating in the
electronic commerce market place. Direct marketing is
advertising that is intended to generate a specific response or
action from a targeted group of consumers. Examples of
traditional forms of direct marketing include catalog mailings,
magazine inserts and telecasters. According to the Direct
Marketing Association, 1998 direct marketing advertising
commitments to totaled $163 billion in the United States alone.
E-Mail and web-based promotion are the typical forms of online
direct marketing. The particular attraction of online direct
marketing to advertisers is that they can use tools that are not
available in traditional media, such as measurements of click-
through rates and one-click response to email offers. These
tools provide the advertisers with near immediate feedback
regarding their marketing campaigns, permitting them to tailor
new messages and targeted offers.
Corporate Objectives and Strategy
The Company objective is to become a leading provider of online
direct marketing and loyalty programs, establishing a niche,
providing high quality entertainment in the form of unique games
and gaming to create site loyalty, coupled with a point system to
enhance the loyalty of the sites, reinforcing visitors to return
to the site. The Company's strategy is to acquire and/or license
additional unique games to enhance the uniqueness and quality of
this entertainment and content of the sites while integrating
targeted email; and web-based direct marketing offers with online
loyalty programs to create valuable benefits for both our
consumer members and our business partners. Using this strategy
provides the consumers the opportunity to earn rewards by
playing, participating and responding to online offers and
providing business with online customer acquisition and retention
tools.
EMPLOYEES
The Company has no full time employees.
DESCRIPTION OF PROPERTY
None.
GOVERNMENT REGULATION AND TRACEABILITY
The internet industry is highly regulated in the United
States by
the FCC and in other country by similar agencies. Further, there
can be
no assurance that new and more stringent government regulations
will not be adopted in the future or that any such new
regulations, if enacted, would not have a material adverse effect
on the Company's business, financial condition or results of
operations.
PROPOSED MERGER WITH GAMEWEAVER
On November 5, 1999, the Company entered into the Merger
Acquisition Agreement with GAMEWEAVER. Pursuant to the
Agreement, upon consummation of the Merger Acquisition,
GAMEWEAVER will become a wholly-owned subsidiary of the Company.
Pursuant to the Merger Agreement, at the effective time of
the Merger (the "Effective Time"), each share of GAMEWEAVER
Common Stock outstanding immediately prior to the Effective Time
will be converted into the right to receive, and will be
exchangeable for one (1) share of the Company's Common Stock.
Based on 7,666,667 shares of GAMEWEAVER common stock outstanding
at September 24, 1999 the Company will issue 7,666,667 shares of
its
authorized but unissued stock in the Merger which will represent
68% of the
total shares of Common Stock to be outstanding immediately
following the Merger.
Consummation of the Merger is subject to the satisfaction of
a number of conditions, including the approval of the Merger by
the shareholders of GAMEWEAVER and the Company. In connection
with the execution of the Merger Agreement, holders of GAMEWEAVER
common
stock owning in excess of 51% of GAMEWEAVER's outstanding common
stock
entered into an agreement to vote their shares in favor of the
Merger. On the same date, shareholders of the Company holding in
excess of 51% of the Company's common stock entered into a voting
agreement to vote their shares in favor of the Merger.
The Company believes that the Merger will create a combined
entity that
should help the Company achieve the strategic goals which it has
established.
MANAGEMENT
BOARD OF DIRECTORS
The Articles of Incorporation and By-laws of the Company
presently provide for a Board of Directors.
NAME Age POSITION(S)
Brian W. Ransom 37 President, Secretary and
Treasurer
COMPENSATION OF DIRECTORS
There is no annual retainer fee for the directors. Directors
are entitled to reimbursement for costs related to attendance at
meetings and travel.
EXECUTIVE OFFICERS
The following list reflects the executive officers of the
Company, as of this date, the capacity in which they serve the
Company, and when they assumed office:
BUSINESS EXPERIENCE
Brian W. Ransom, Age 37, President since 1998. From 1991 until
he joined us, Mr. Ransom acted as an independent consultant to
and negotiator for North American and European companies. He
consulted on matters relating to corporate structuring, corporate
finance, foreign exchange and interest rate risk control
management and negotiation of strategic relationships between
coroporations and governments. Mr. Ransom has been rsponsible
for the management of a $1.5 billion loan portfolio of two
Canadian mutual fund companies, an international fiduciary, as
well as the boards of software and manufacturing firms.
FAMILY RELATIONSHIPS
There are no family relationships between or among any of
the directors and executive officers of the Company.
EXECUTIVE COMPENSATION
No executive compensation has been paid to any of the
officers and directors.
EMPLOYMENT AGREEMENTS
The company does not currently have any employment
agreements with any of its employees.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this
Prospectus, certain information regarding the Company Common
Stock,
owned of record or beneficially by (i) each person who owns
beneficially more than 5% of the outstanding the Company Common
Stock;
(ii) each of the Company directors and named executive officers;
and
(iii) all directors and executive officers of the Company as a
group.
Unless otherwise specified, the address for each beneficial owner
is
c/o BINGOGOLD.COM, INC., #303-543 Granville Street, Vancouver, BC
V6C 1X8.
Name and Address Amount and Nature
Percent
of Beneficial Holder of Beneficial
Ownership
Brian W. Ransom -0- 0.0%
#303-543 Granville Street
Vancouver, BC V6C 1X8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships related transactions reportable
under this section.
DESCRIPTION OF OTHER INDEBTEDNESS
None.
BINGOGOLD.COM, INC.
BUSINESS
BUSINESS DESCRIPTION
Historical Data
Bingogold.com, Inc. (the "Company or "Registrant") was
incorporated on January 26, 1986 as Vantage, Inc., a Nevada
corporation. In 1995, the Company changed its name from Vantage,
Inc. to Cofitras Entertainment, Inc. and in 1999 changed its name
from
Cofitras Entertainment, Inc. to Bingogold.com, Inc.
In February 1987, the Company closed an initial public
offering under the then Rule S-18 Registration format which
generated gross proceeds of $175,650. It appears from historical
records that the Company was intended as what is sometimes known
as a "Blind Pool" offering. That is, management had broad
discretion to enter into initially undesignated business
activities and employ the proceeds of the offering for those
purposes without further shareholder approval.
In 1988, the Company appears to have entered a "Reverse
Acquisition" with a stock brokerage firm known as StonePointe
Financial Services, but which acquisition was fully rescinded by
1989.
In March 1990, the Company entered into a purchase
agreement under which the Company acquired a United States patent
dealing with a roof mount for a disk antenna, a patent filed for
an antilightning direct burial satellite cable, and certain
contracts relating to the patent in exchange for shares of
restricted voting common stock which represented a controlling
interest in the Company. In December 1990, the Company entered
into an exclusive license agreement with a wire manufacturer to
manufacture and sell the cable. Thereafter, Company management
determined that it would seek other business opportunities due
to the lack of sales of its satellite business. No material
revenues have been received by the Company from the cable T.V.
related technology and the Company now regards the technology as
obsolete and of no further value.
In September 1992, shares of the Company's outstanding
common stock were sold pursuant to an Agreement of Purchase and
Sale of Common Stock. The sale of the shares resulted in a
change in the control of the Company.
The acquiring shareholders transferred various media and
entertainment production rights for the majority share
acquisition. These media license rights expired in 1993 and the
Company has continued after that date without any material assets
or business purposes.
In November 1992, the Company's Board of Directors, as
part of the foregoing acquisition, declared a 1 for 5 reverse
stock split of its outstanding common stock (no other Company
securities were outstanding on the date of the split). All
references to shares outstanding herein have been adjusted to
reflect the effect of this reverse split, as well as the
subsequent reverse split described below, on a retroactive bases.
Since 1993, the Company has essentially existed as an
inactive reporting company without any material assets or
business activities. This type of company is commonly referred
to as a "public shell" corporation. It should also be noted that
for much of the period subsequent to 1993 to the present,
management has consisted of a single officer/director. The most
recent sole officer/director has been Ms. Christine Green who
served from the period of approximately April, 1998 to November,
1998.
As previously reported in a December 1998 8-K Filing,
the Company entered into an agreement for an acquisition of the
majority of its outstanding shares in November, 1998. The
substance of this November 30, 1998 agreement, which was finally
closed as of March 5, 1999, can be outlined as follows:
1. The Company agreed, effective November 30, 1998, to
reverse split its shares on a sixty-to-one (60:1) ratio which
essentially resulted in approximately 984,025 shares being deemed
to be issued and outstanding.
2. The Company agreed to issue 8,000,000 reverse split
shares to a group of private investors, acting though Mr. Dennis
Madsen as their agent, for payment of $30,000 to the Company
(subsequently loaned to Ms. Green with obligation now assumed
by Mr. Madsen) and a commitment to acquire the majority of the
issued and outstanding shares. Mr. Dennis Madsen subsequently
became the Secretary/Treasurer of the Company and his son,
Damon Madsen, became the President pursuant to the majority
share acquisition.
3. The November 30, 1998 agreement also provided that
within 100 days of the agreement, the new shareholders now
holding the majority shares pursuant to the November 30, 1998
agreement would acquire from the prior principal shareholder,
Eversfield Corporation, acting through its principal agent
and attorney in fact, Christine Green, approximately 80% of the
otherwise issued and outstanding stock of the Company
consisting of approximately 787,200 reverse split shares. This
secondary acquisition was completed as of March 5, 1999 as
earlier reported.
4. Ms. Christine Green agreed to conditionally resign
on November 30, 1998 pending the completion of the final share
acquisition in March, 1999 and voted her majority share
position, on behalf of Eversfield Corporation, for the election
of Mr. Damon Madsen as a Director, Mr. Gregory Stringham as a
Director, and Mr. Dennis Madsen as a Director. These directors,
as elected, then appointed themselves as the officers of the
Company with Mr. Damon Madsen as President, Mr. Gregory
Stringham as Vice-President, and Mr. Dennis Madsen as
Secretary/Treasurer. This resignation became irrevocable pursuant
to the closing on March 5, 1999.
5. A Notice to Shareholders explaining these
transactions, including the completion of the majority share
acquisition and reverse split, was mailed to all shareholders
of record on or about April 10, 1999, a copy of which is
attached to this 10-KSB filing as an Exhibit.
The net capital gained by the corporation from this
transaction is a note payable by Mr. Dennis Madsen to Coftrias
(Note Receivable to the Company) for $30,000. Mr. Madsen has
advanced a repayment of approximately $2,350 to date on this note
for costs related to filing and other securities matters. The
note requires repayment to be made no later than December 31,
1999. In the interim, Mr. Dennis Madsen has commited to pay
funds as required by the Company. It is anticipated, based upon
representations of Mr. Madsen, that the note will be fully paid
in a timely manner. For accounting purposes, this $30,000
obligation will be treated as additional capital to be
contributed.
New management is presently engaged in attempting
to find suitable merger/acquisition or joint venture
candidates for an appropriate business purpose for the
corporation. However, no agreement in principle has been entered
as to any such merger, acquisition, or other business venture.
The Company will file the appropriate 8-K notice when, or if,
such an agreement is reached in principle.
Business of Issuer
The Company has no current business operations. The
Company's business plan is to seek one or more potential
business ventures, such as a merger or acquisition, that, in
the opinion of management, may warrant involvement by the
Company. The Company recognizes that because of its
limited financial, managerial and other resources, the type of
suitable potential business ventures which may be available to it
will be extremely limited. The Company's principal business
objective will be to seek long-term growth potential in the
business venture in which it participates rather than to seek
immediate, short-term earnings. In seeking to attain the
Company's business objective, it will not restrict its search
to any particular business or industry, but may participate in
business ventures of essentially any kind or nature. It is
emphasized that the business objectives discussed are extremely
general and are not intended to be restrictive upon the
discretion of management.
The Company will not restrict its search for any
specific kind of firms, but may participate in a venture in its
preliminary or development stage, may participate in a business
that is already in operation or in a business in various stages
of its corporate existence. It is impossible to predict, at this
stage, the status or terms of any venture in which the Company
may participate, in that the venture may need additional
capital, may merely desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.
In some instances, the business endeavors may involve the
acquisition or merger with a corporation which does not need
substantial additional cash, but which desires to establish a
public trading market for its common stock.
There is no assurance that the Company will be able
to successfully identify and negotiate a suitable potential
business venture.
The Company has no employees. The Company presently
maintains its business office at #303-543 Granville Street,
Vancouver, BC V6C 1X8.
BOARD OF DIRECTORS
Name Age Position(s)
Richard D. Wilk 52 President, Secretary and
Treasurer
MANAGEMENT
Richard D. Wilk, Age 52, President, Secretary and Director. From
1973 through 1996 Mr. Wilk has been employed by IBM Canada Ltd.
Mr. Wilk was a vital part of the development of yearly sales
plans for OEM HW/SW products.
Mr. Wilk brings to the Company more than 25 years of experience
within the computer, Internet, and gaming industry. Prior to his
appointment as CEO of BingoGold, Mr. Wilk work as a marketing
director/manager for a number of high profile companies where he
consistently surpassed sales quotas adding to the growth and
success of each company.
TRANSFER AND EXCHANGE
A Holder may transfer or exchange Shares, the Registrar and
the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company
may require a Holder to pay any taxes and fees required by law.
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes all material United
States federal income tax consequences to U.S. Holders and Non
U.S. Holders of owning and disposing of the Shares. Hereinafter,
the terms "U.S. Holder" and "Non-U.S. Holder" refer,
respectively, to holders of Shares that are or are not classified
as United States persons for United States federal income and
estate tax purposes. A holder that does not know whether such
holder is a U.S. person or Non-U.S. person should consult their
own tax advisor.
This discussion does not purport to deal with tax
consequences arising
under the laws of any foreign, state or local jurisdiction. It is,
based upon
the provisions of existing law on the date hereof, including, in
particular,
the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury
regulations promulgated thereunder and other administrative and
judicial
interpretations thereof, all of which are subject to change at any
time, with
or without retroactive effect. This discussion is limited to
initial purchasers
who hold the Shares as capital assets within the meaning of
Section 1221 of the
Code.
This discussion also does not address the tax consequences
to Non-U.S. Holders that are subject to United States federal
income tax on a net basis on income realized with respect to a
Note because such income is effectively connected with the
conduct of a United States trade or business. Such Non-U.S.
Holders are generally taxed in a similar manner to U.S. Holders,
but certain special rules do apply. This discussion is for
general information only and does not address all of the tax
consequences that may be relevant to particular initial
purchasers in light of their circumstances or to certain types of
initial purchasers (such as certain financial institutions,
insurance companies, tax-exempt entities, dealers in securities
or persons who have hedged the risk of owning a Note). This
summary discusses the tax considerations applicable to the
initial purchasers of the Shares who purchase the Shares at their
"issue price" as defined in Section 1273 of the Code and does not
discuss the impact of ownership of the Shares on subsequent
owners.
The Company has not sought a ruling from the Internal Revenue
Service
("IRS") with respect to the matters discussed herein and there is
no
assurance that the IRS will agree with this discussion or the
conclusions
stated herein.
PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE
PURCHASE,
OWNERSHIP AND DISPOSITION OF THE SHARES, INCLUDING THE
APPLICABILITY OF ANY
FEDERAL TAX LAWS OR ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND ANY
CHANGES (OR
PROPOSED CHANGES) IN APPLICABLE TAX LAWS OR INTERPRETATIONS
THEREOF.
U.S. HOLDERS
GENERALLY. As used herein, the term U.S. Holder means a
person who is
considered to be a U.S. resident for federal income tax purposes,
or a person who is considered to be domiciled in the U.S. for
federal estate
and gift tax purposes. A person other than a U.S. Holder is
referred to herein
as a Non-U.S. Holder.
DISPOSITION OF SHARES. In general, a U.S. Holder of a Note
will recognize gain or loss upon the sale, redemption, retirement
or other
disposition of the Note measured by the difference between the
amount of
cash and fair market value of other property received (except to
the extent
attributable to the payment of accrued interest) and the U.S.
Holder's
adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis
in a
Note generally will equal the cost of the Note to the U.S. Holder.
With
respect to non-corporate U.S. Holders, the gain or loss on such
disposition
of Shares will be a long-term capital gain or loss taxed if
Shares have been held at the time of such disposition as capital
assets for more than one year but not more than 18 months at a
rate no higher than 28% or if held more than 18 months at a rate
no
higher than 20% and as a short-term capital gain or loss if the
Shares have been held for not more than 12 months.
NON-U.S. HOLDERS
GAIN ON DISPOSITION OF SHARES. A Non-U.S. Holder will not be
subject to
United States federal income tax by withholding or otherwise on
gain realized
on the disposition of a Note unless the gain is effectively
connected with the
conduct of a trade or business by the Non-U.S. Holder in the
United States.
EFFECTIVELY CONNECTED INCOME. To the extent that interest
income or gain
on the disposition of Shares is effectively connected with the
conduct of a
trade or business of the Non-U.S. Holder in the United States,
such income will
be subject to United States federal income tax at the same rates
generally applicable to United States persons. Additionally, in
the case of
a non-U.S. Holder which is a corporation, such effectively
connected income
may be subject to the United States branch profits tax at the rate
of 30%.
Effectively connected interest may be subject to withholding
unless a
properly completed IRS Form 4224 is delivered to the payor.
ESTATE TAX. Shares held at the time of death by an individual
Non-U.S.
Holder will not be subject to United States estate tax, provided
that at such
time, (i) such Non-U.S. Holder did not actually or constructively
own 10% or
more of the total combined voting power of all classes of stock of
the Company
entitled to vote, and (ii) the Shares were not held in connection
with such
Non-U.S. Holder's trade or business in the United States.
TREATIES. Applicable treaties between the United States and a
country in
which a Non-U.S. Holder is a resident may alter the tax
consequences described
above.
EXCHANGE OFFER
For federal income tax purposes, the exchange of Old Shares for
New
Shares pursuant to the Exchange Offer will not result in
recognition of gain
or loss by U.S. Holders of Shares.
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Shares for its own
account
pursuant to the Exchange Offer must acknowledge that it will
deliver a
prospectus in connection with any resale of the New Shares. This
Prospectus,
as it may be amended or supplemented from time to time, may be
used by a
broker-dealer in connection with resales of New Shares received in
exchange
for Old Shares acquired as a result of market-making activities or
other
trading activities. The Company has agreed that it will make this
prospectus
available to any broker-dealer for use in connection with any such
resale for a
period of one year after the Expiration Date or until all
participating broker-
dealers have so resold. Any such broker-dealer who intends to use
this
Prospectus in connection with the resale of New Shares received in
exchange for
Old Shares pursuant to the Exchange Offer must notify the Company,
or cause
the Company to be notified, on or prior to the Expiration Date,
that it is such a broker-dealer.
The Company will not receive any proceeds from the issuance
of the New Shares offered hereby or from any sale of New Shares
by broker-dealers. New Shares received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, through the writing of
options on the New Shares or a combination of such methods of
resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to
or through brokers or dealers who may receive compensation in the
form of commissions or concession from any such broker-dealer
and/or the purchasers of any New Shares. Any broker-dealer that
resells New Shares that were received by it for its own account
pursuant to the Exchange Offer and any broker-dealer that
participates in a distribution of New Shares may be deemed to be
an "underwriter" within the meaning of the Securities Act, and
any profit on any resale of New Shares and any commissions or
concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act.
The Company has not entered into any arrangement or
understanding
with any person to distribute the New Shares to be received in
the Exchange Offer, and to the best of the Company's information
and belief,
each person participating in the Exchange Offer is acquiring the
New
Shares in its ordinary course of business and has no arrangement
or
understanding with any person to participate in the distribution
of
the New Shares to be received in the Exchange Offer.
LEGAL MATTERS
The validity of the New Shares will be passed upon for the
Company
by Shawn F. Hackman, Esq., attorney at law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934,
the Registrant has duly caused this Report to be signed on its
behalf
by the undersigned, hereunto duly authorized.
GAMEWEAVER
Dated: December 10, 1999 By:/s/ Richard D. Wilk
Richard D. Wilk, President
Treasurer and Secretary
and Director
<PAGE>
EXHIBIT INDEX
Exhibit Description
Method of
Number
Filing
10.1 Acquisition Agreement See
Below
5.1 Legality Re: Opinion See
Below
13.1 Financials Statements
Incorporated
by
reference
27.1 Financial Data Schedule
Incorporated
by
reference
ACQUISITION AGREEMENT
Agreement dated as of November 5, 1999 between
BingoGold.com, Inc., Inc., a Nevada corporation ("Buyer") on
behalf of its shareholders, and Game Weaver, Inc., a Nevada
corporation (" Seller") on behalf of its shareholders.
The parties wish to provide for Seller's sale of the Shares
to Buyer and Buyer 's purchase of the Shares from Seller on
the terms and conditions of this Agreement.
The parties agree as follows:
1.The Acquisition.
1.1 Purchase and Sale Subject to the terms and
conditions of
this Agreement, at the Closing to be held as provided
in Section
2, Seller shall sell the Shares to Buyer, and Buyer
shall
purchase the Shares from Seller, free and clear of
all
Encumbrances. Buyer shall change its name to
GameWeaver.com,
Inc..
1.2 Purchase Price. Purchaser will exchange 7,666,667 shares of
its restricted common stock for all of the outstanding capital
stock or ownership interest of Game Weaver, Inc.. It is
anticipated that this transaction is a non taxable share exchange
under Rule 368 of the Internal Revenue Code.
2. The Closing.
2.1 Place and Time.The closing of the sale and
purchase of the Shares (the "Closing") shall
take place at the offices of Shawn Hackman,
Esq. 3360 W. Sahara #200, Las Vegas, NV 89102
no later than the close of business (Las Vegas
time) on 11/5/99, or at such other place, date
and time as the parties may agree in writing.
2.2 Deliveries by Seller. At the Closing, Seller
shall deliver the following to Buyer:
(a) Certificates representing the Shares, duly
endorsed for
transfer to Buyer and accompanied by any applicable
stock
transfer tax stamps; Seller shall cause
BingoGold.com, Inc., to
change those certificates for, and to deliver to
Buyer at the
Closing, a certificate representing the Shares
registered in the
name of Buyer (without any legend or other
reference to any
Encumbrance).
(b) The documents contemplated by Section 3.
(c) All other documents, instruments and writings
required by this Agreement to be delivered by
Seller at the Closing and any other documents
or records relating to Game Weaver, Inc.'s
business reasonably requested by Buyer in
connection with this Agreement.
2.3 Deliveries by Buyer. At the Closing, Buyer shall
deliver the following to Seller:
(a) The shares as contemplated by section 1.
(b) The documents contemplated by Section 4.
(c) All other documents, instruments and writings
required by
this Agreement to be delivered by Buyer at the
Closing.
(d) A legal opinion certifying the Buyer
representatives and
warranties.
3. Conditions to Buyer 's Obligations.
The obligations of Buyer to effect the Closing shall be
subject to the satisfaction at or prior to the Closing of
the following conditions, any one or more of which may be
waived by Buyer:
3.1 Representations, Warranties and Agreements.
(a)The representations and warranties of Seller
set forth in this Agreement shall be true and
complete in all material respects as of the
Closing Date as though made at such time, (b)
Seller shall have performed and complied in
all material respects with the agreements
contained in this Agreement required to be
performed and complied with by it at or prior
to the Closing and (c) Buyer shall have
received a certificate to that effect signed
by an authorized representative of Seller.
3.2 Resignations of Directors. All directors of
BingoGold.com, Inc., Inc. and its Subsidiaries
whose resignations shall have been requested by
Buyer not less than ten Business Days before the
Closing Date shall have submitted their
resignations or been removed effective as of the
Closing Date.
4. Conditions to Seller 's Obligations.
The obligations of Seller to effect the Closing shall be
subject to the satisfaction at or prior to the Closing of
the following conditions, any one or more of which may be
waived by Seller:
4.1 Representations, Warranties and Agreements.
(a) The representations and warranties of Buyer set
forth in this Agreement shall be true and
complete in all material respects as of the
Closing Date as though made at such time, (b)
Buyer shall have performed and complied in all
material respects with the agreements contained
in this Agreement required to be performed and
complied with by it prior to or at the Closing
and (c) Seller shall have received a certificate
to that effect signed by an officer of Buyer.
5. Representations and Warranties of Seller.
Seller represents and warrants to Buyer that, to the
Knowledge of Seller (which limitation shall not apply to
Section 5.3), and except as set forth in the Disclosure
Letter:
5.1 Organization of Seller; Authorization. Seller is a
corporation duly organized, validly existing and in good standing
under the laws of Nevada with full corporate power and authority
to execute and deliver this Agreement and to perform its
obligations hereunder. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary
corporate action of Seller and this Agreement constitutes a valid
and binding obligation of Seller, enforceable against it in
accordance with its terms.
5.2 Conflict as to Seller: Neither the execution and
delivery
of this Agreement nor the performance of Buyer's obligations
hereunder will (a) violate any provision of the certificate of
incorporation or by-laws of Seller or (b) violate any statute or
law or any judgement, decree, order, regulation or rule of any
court or other Governmental Body applicable to Seller.
5.3 Ownership of Shares. The delivery of certificates to
Buyer
and the payment to Seller will result in Buyer's immediate
acquisition of
record and beneficial ownership of the Shares, free and clear of
all
Encumbrances. There are no outstanding options, rights, conversion
rights,
agreements or commitments of any kind relating to the issuance,
sale or
transfer of any Equity Securities or other securities of Game
Weaver, Inc.
5.4 Title to Properties. Either Game Weaver, Inc. or one
of its
Subsidiaries owns all the material properties and
assets that
they purport to own (real, personal and mixed,
tangible and
intangible), including, without limitation, all the
material
properties and assets reflected in the Balance Sheet
(except for
property sold since the date of the Balance Sheet in
the ordinary
course of business or leased under capitalized
leases), and all
the material properties and assets purchased or
otherwise
acquired by Game Weaver, Inc.. or any of its
Subsidiaries since
the date of the Balance Sheet.
5.5 Buildings, Plants and Equipment. The buildings,
plants,
structures and material items of equipment and other
personal
property owned or leased by Game Weaver, Inc.. or
its
Subsidiaries are, in all respects material to the
business or
financial condition of Game Weaver, Inc. and its
Subsidiaries,
taken as a whole, in good operating condition and
repair
(ordinary wear and tear excepted) and are adequate in
all such
respects for the purposes for which they are being
used.
5.6 Absence of Certain Changes. Since the date of the Balance
Sheet, neither Game Weaver, Inc. nor any of its Subsidiaries
has:
(a) suffered the damage or destruction of
any of its properties or assets (whether or
not covered by insurance) which is materially
adverse to the business or financial
condition of Game Weaver, Inc. and its
Subsidiaries, taken as a whole, or made any
disposition of any of its material properties
or assets other than in the ordinary course
of business;
(b)made any change or amendment in its
certificate of incorporation or by-laws, or
other governing instruments;
(c)issued or sold any Equity Securities or other
securities, acquired, directly or indirectly,
by redemption or otherwise, any such Equity
Securities, reclassified, split-up or
otherwise changed any such Equity Security,
or granted or entered into any options,
warrants, calls or commitments of any kind
with respect thereto;
(d)paid, discharged or satisfied any material
claim, liability or obligation (absolute,
accrued, contingent or otherwise), other than
in the ordinary course of business;
(e)prepaid any material obligation having a
maturity of more than 90 days from the date
such obligation was issued or incurred;
(f)cancelled any material debts or waived any
material claims or rights, except in the
ordinary course of business;
5.8No Material Adverse Change. Since the date of the
Balance Sheet, there has not been any material
adverse change in the business or financial
condition of Game Weaver, Inc. and its
Subsidiaries taken as a whole, other than changes
resulting from economic conditions prevailing in
the United States.
5.9Brokers or Finders. Seller has not employed any
broker or finder or incurred any liability for
any brokerage or finder's fees or commissions or
similar payments in connection with the sale of
the Shares to Buyer.
5.10 Transactions with Directors and Officers.
Game Weaver, Inc. and its Subsidiaries do not
engage in business with any Person (other than
Seller) in which any of Game Weaver, Inc.'s
directors or officers has a material equity
interest. No director or officer of Game Weaver,
Inc. owns any property, asset or right which is
material to the business of Game Weaver, Inc.
and its Subsidiaries, taken as a whole.
6.Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows:
6.1Organization of Buyer; Authorization. Buyer is a
corporation duly organized, validly existing and
in good standing under the laws of Nevada, with
full corporate power and authority to execute and
deliver this Agreement and to perform its
obligations hereunder. The execution, delivery
and performance of this Agreement have been duly
authorized by all necessary corporate action of
Buyer and this Agreement constitutes a valid and
binding obligation of Buyer, enforceable against
it in accordance with its terms.
6.2Brokers or Finders. Buyer has not employed any
broker or finder or incurred any liability for
any brokerage or finder's fees or commissions or
similar payments in connection with any of the
transactions contemplated hereby.
6.3 Purchase for Investment. Buyer is purchasing the
shares
solely for its own account for the purpose of
investment and not
with a view to, or for sale in connection with, any
distribution
of any portion thereof in violation of any applicable
securities
law.
6.4 Conflict as to Buyer. Neither the execution and delivery of
this Agreement nor the performance of Buyer's obligations
hereunder will (a) violate any provision of the certificate of
incorporation or by-laws of Buyer or (b) violate any statute or
law or any judgment, decree, order, regulation or rule of any
court or other Governmental Body applicable to Buyer.
6.5 Buyer is a publicly traded company which trades on the
OTC:BB. Buyer has properly filed all documentation with the SEC,
NASD or other applicable bodies necessary to become and remain a
publicly traded company.
6.6 There are no pending or threatened legal or regulatory
claims, demands or liabilities of any kind or nature against
buyers of it assets.
6.7 Buyer has filed all federal, state and local income or other
tax returns as required by law, and has paid all taxes which are
due, and has no tax delinquencies of any kind.
6.8 There are currently 2,994,672 shares issued and outstanding
in Buyer. The shares, when issued were properly distributed under
applicable securities laws, and Buyer has taken no action to
cause said stock to lose its trading status. There are no
warrants, option agreements or pending subscription agreements
whereby Buyer is obligated to issue any additional stock to any
person.
6.9 Upon closing, buyers shareholders will receive a controlling
interest in and complete management control over Seller by virtue
of their stock ownership, and there are no shareholder rights or
agreements, or other legal impediments to the transfer of
management control of Sellers.
7. Access and Reporting; Filings With Governmental
Authorities.
7.1 Access. Between the date of this Agreement and
the Closing Date, Seller shall, and shall cause
Game Weaver, Inc. to, (a) give Buyer and its
authorized representatives reasonable access to
all plants, offices, warehouse and other
facilities and properties of Game Weaver, Inc.
and its Subsidiaries and to the books and records
of Game Weaver, Inc. and its Subsidiaries, (b)
permit Buyer to make inspections thereof, and (c)
cause its officers and its advisors to furnish
Buyer with such financial and operating data and
other information with respect to the business
and properties of Game Weaver, Inc. and its
Subsidiaries and to discuss with Buyer and its
authorized representatives the affairs of Game
Weaver, Inc. and its Subsidiaries, all as Buyer
may from time to time reasonably request.
7.2 Exclusivity. From the date hereof until the
earlier of the Closing or the termination of this
Agreement, Seller shall not solicit or negotiate
or enter into any agreement with any other Person
with respect to or in furtherance of any proposal
for a merger or business combination involving,
or acquisition of any interest in, or (except in
the ordinary course of business) sale of assets
by, Game Weaver, Inc., except for the acquisition
of the Shares by Buyer.
7.3 Publicity. Between the date of this Agreement and
the Closing Date, Seller and Buyer shall, and
Seller and Buyer shall cause BingoGold.com, Inc.,
Inc. to, discuss and coordinate with respect to
any public filing or announcement or any internal
or private announcement (including any general
announcement to employees) concerning the
contemplated transaction.
7.4 Confidentiality. Prior to the Closing Date (or at
any time if the Closing does not occur) Buyer
shall keep confidential and not disclose to any
Person (other than its employees, attorneys,
accountants and advisors) or use (except in
connection with the transactions contemplated
hereby) all non-public information obtained by
Buyer pursuant to Section 7.1. Following the
Closing, Seller shall keep confidential and not
disclose to any Person (other than its employees,
attorneys, accountants and advisors) or use
(except in connection with preparing Tax Returns
and conducting proceeds relating to Taxes) any
nonpublic information relating to BingoGold.com,
Inc., Inc. and its Subsidiaries. This Section 7.7
shall not be violated by disclosure pursuant to
court order or as otherwise required by law, on
condition that notice of the requirement for such
disclosure is given the other party prior to
making any disclosure and the party subject to
such requirement cooperates as the other may
reasonably request in resisting it. If the
Closing does not occur, Buyer shall return to
Seller, or destroy, all information it shall have
received from Seller or Game Weaver, Inc.. in
connection with this Agreement and the
transactions contemplated hereby, together with
any copies or summaries thereof or extracts
therefrom. Seller and Buyer shall use their best
efforts to cause their respective
representatives, employees, attorneys,
accountants and advisors to whom information is
disclosed pursuant to Sections 7.1 and 7.6 to
comply with the provisions of this Section 7.7.
8. Conduct of Game Weaver, Inc.'s Business Prior to
the Closing.
8.1 Operation in Ordinary Course. Between the date of
this Agreement and the Closing Date, Seller shall
cause Game Weaver, Inc. and its Subsidiaries to
conduct their businesses in all material respects
in the ordinary course.
8.2 Business Organization. Between the date of this
Agreement and the Closing Date, Seller shall use
its reasonable efforts, and shall cause Game
Weaver, Inc. and each of its Subsidiaries to use
its respective reasonable efforts, to (a)
preserve substantially intact the business
organization of Game Weaver, Inc. and each of its
Subsidiaries and keep available the services of
the present officers and employees of Game
Weaver, Inc. and each of its Subsidiaries, and
(b) preserve in all material respects the present
business relationships and good will of Game
Weaver, Inc.. and each of its Subsidiaries.
8.3Corporate Organization. Between the date of this
Agreement and the Closing Date, neither Buyer or
Seller shall not cause or permit any amendment of
the certificate of incorporation or by-laws (or
other governing instrument) of Game Weaver, Inc.
or any of its Subsidiaries, and shall cause Game
Weaver, Inc. and each of its Subsidiaries not to:
(a)issue, sell or otherwise dispose of any of
its Equity Securities, or create, sell or
otherwise dispose of any options, rights,
conversion rights or other agreements or
commitments of any kind relating to the
issuance, sale or disposition of any of its
Equity Securities;
(b)sell or otherwise dispose of any Equity
Securities of Game Weaver, Inc. or any of its
Subsidiaries, or create or suffer to be
created any Encumbrance thereon, or create,
sell or otherwise dispose of any options,
rights, conversion rights or other agreements
or commitments of any kind relating to the
sale or disposition of any Equity Securities
of Game Weaver, Inc.. or any of its
Subsidiaries;
(c)reclassify, split up or otherwise change any
of its Equity Securities;
(d)be party to any merger, consolidation or
other business combination;
(e)sell, lease, license or otherwise dispose of
any of its properties or assets (including,
but not limited to rights with respect to
patents and registered trademarks and
copyrights or other proprietary rights), in
an amount which is material to the business
or financial condition of Game Weaver, Inc..
and its Subsidiaries, taken as a whole,
except in the ordinary course of business.
9. Survival of Representations and Warranties;
Indemnification.
9.1 Survival.No representation or warranty contained
in this Agreement or in any certificate or
document delivered pursuant hereto shall survive
the Closing, except for those contained in
Sections 5.1, 5.2, 5.3(only as to Seller), 5.10,
6.1, 6.2, 6.3, 6.4(the "Surviving Representations
and Warranties ").
9.2 Indemnification by Seller. Seller shall indemnify
and hold harmless Buyer and BingoGold.com, Inc.,
Inc., and shall reimburse Buyer and
BingoGold.com, Inc., Inc. for, any loss,
liability, damage or expense (including
reasonable attorneys fees) (collectively,
"Damages") arising from or in connection with (a)
any inaccuracy in any of the Surviving
Representations and Warranties of Seller in this
Agreement or (b) any failure by Seller to perform
or comply with any agreement in this Agreement.
9.3 Indemnification by Buyer. Buyer shall indemnify
and hold harmless Seller, and shall reimburse
Seller for, any Damages arising from or in
connection with (a) any inaccuracy in any of the
Surviving Representations and Warranties of Buyer
in this Agreement, (b) any failure by Buyer to
perform or comply with any agreement in this
Agreement, except that after the Closing no claim
shall be made with respect to the failure to
perform or comply with any agreement required to
have been performed or complied with prior to the
Closing Date, and (c) any payments made by
Seller after the Closing pursuant to any guaranty
by Seller of any obligation of BingoGold.com,
Inc., Inc. or any of its Subsidiaries (other than
as contemplated by Section 2.4). Buyer shall use
its best efforts to obtain Seller's release from
any such guaranties.
10. Termination.
Termination.: This Agreement may be terminated
before the Closing occurs only as follows:
(a)By written agreement of Seller and Buyer at
any time.
(b)By Seller, by notice to Buyer at any time, if
one or more of the conditions specified in
Section 4 is not satisfied at the time at
which the Closing (as it may be deferred
pursuant to Section 2.1) would otherwise
occur or if satisfaction of such a condition
is or becomes impossible.
(c)By Buyer, by notice to Seller at any time, if
one or more of the conditions specified in
Section 3 is not satisfied at the time at
which the Closing (as it may be deferred
pursuant to Section 2.1), would otherwise
occur of if satisfaction of such a condition
is or becomes impossible.
(d)By Buyer or Seller, by notice to the other at
any time after 2-22-99.
10. Effect of Termination.
If this Agreement is terminated pursuant to Section
10(a), this Agreement shall terminate without any
liability or further obligation of any party to
another.
11. Notices.
All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be
deemed to have been duly given when (a) delivered by hand,
(b) sent by telex or telecopier (with receipt confirmed),
provided that a copy is mailed by registered mail, return
receipt requested, or (c) received by the delivery service
(receipt requested), in each case to the appropriate
addresses, telex numbers and telecopier numbers set forth
below (or to such other addresses, telex numbers and
telecopier numbers as a party may designate as to itself by
notice to the other parties).
(a)If to Buyer: (b)If to Seller:
c/o Shawn F. Hackman, Esq. ----------------------
3360 W. Sahara #200 ----------------------
Las Vegas, NV 89109 ----------------------
Telecopier No.: 702-732-2253 Telecopier No.:
Attention: Shawn F. Hackman Attention:
12. Miscellaneous.
12.1 Expenses.Each party shall bear its own
expenses incident to the preparation,
negotiation, execution and delivery of this
Agreement and the performance of its obligations
hereunder.
12.2Captions.The captions in this Agreement are
for convenience of reference only and shall not
be given any effect in the interpretation of this
agreement.
12.3No Waiver. The failure of a party to insist
upon strict adherence to any term of this
Agreement on any occasion shall not be considered
a waiver or deprive that party of the right
thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
Any waiver must be in writing.
12.4Exclusive Agreement; Amendment. This
Agreement supersedes all prior agreements among
the parties with respect to its subject matter
and is intended (with the documents referred to
herein) as a complete and exclusive statement of
the terms of the agreement among the parties with
respect thereto and cannot be changed or
terminated orally.
12.5Counterparts.This Agreement may be executed
in two or more counterparts, each of which shall
be considered an original, but all of which
together shall constitute the same instrument.
12.6 Governing Law. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and
consents
hereunder shall be governed by the internal law of the
State of
Nevada, without regard to the conflicts of law
principles
thereof.
12.7 Binding Effect. This Agreement shall inure to the
benefit of
and be binding upon the parties hereto and their
respective
successors and assigns, provided that neither party
may assign
its rights hereunder without the consent of the other
except that
Buyer may assign its rights (but not its obligations)
under this
Agreement to its wholly-owned Subsidiary without the
consent of
Seller, provided that, after the Closing, no consent
of Seller
shall be needed in connection with any merger or
consolidation of
Buyer with or into another entity.
BingoGold.com, Inc., Inc.
By:/s/Richard D. Wilk
Richard D. Wilk, President
GameWeaver, Inc..
By:/s/Brian W. Ransom
Brian W. Ransom
SHAWN F. HACKMAN, ESQ.
SHAWN F. HACKMAN, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
(702) 732-2253
December 10, 1999
Securities and Exchange Commission
450 Fifth Street NW
Washington D.C. 20549
Board of Directors
Bingogold.com, Inc.
Pacific Stock Transfer Agency
Las Vegas, NV 89120
RE: Bingogold.com, Inc. S-4 Share Registration
Ladies and Gentlemen:
We have acted as counsel to Bingogold.com, Inc., a
Nevada Corporation in connection with its Registration
Statement on Form S-4 relating to the registration of
7,666,667 shares of its common stock (the "Shares"), $.001
par value per share. the shares are issuable in relation to
the acquisition of GameWeaver.com, Inc. by Bingogold.com, Inc.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, Bylaws of the
Company and Notice of filing effectiveness dated December 9, 1999.
Based upon the foregoing, it is our opinion that the Company is
duly organized and validly existing as a corporation under the
laws of the State of Colorado, that the S-4 was transmitted and
receipt of effective filing received on October 1, 1999 and that
the Shares, when issued and sold in accordance with the terms of
the Exchange, will be validly issued, fully paid, non-assessable
and may be issued without restrictive legend pursuant to the
registration.
Sincerely,
by: /s/ Shawn F. Hackman, Esq.
Shawn F. Hackman
