U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BINGOGOLD COM INC.
(Name of Small Business Issuer in its charter)
Nevada 454390 87-0542172
(State or Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Identification
Organization) Classification Code Number)
Number)
543 Granville Street, Suite 303, Vancouver, BC V6C 1XB
(Address and telephone number of Registrant's principal executive offices and
principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada
89102; (702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to
register additional
securities for an offering
pursuant to Rule 462(b)
under the Securities Act,
please check the following
box and list the
Securities Act
registration number of the
earlier effective
registration statement for
the same offering.
?
If this Form is a post-
effective amendment filed
pursuant to Rule 462(c)
under the Securities Act,
check the following box
and list the Securities
Act registration statement
number of the earlier
effective registration
statement for the same
offering.
?
If this Form is a post-
effective amendment filed
pursuant to Rule 462(d)
under the Securities Act,
check the following box
and list the Securities
Act registration statement
number of the earlier
effective registration
statement for the same
offering.
?
If the delivery of the
prospectus is expected to
be made pursuant to Rule
434, check the following
box.
?
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
each to be maximum maximum registration
class registered offering aggregate fee
of price per offering
securities unit price
to be
registered
Common 7,666,667 $.10(1) 766,667 $264.00
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
(1) Shares already outstanding, price estimated solely for purpose of
calculating registration fee.
PART I. INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
BINGOGOLD.COM, INC.
7,666,667Shares
Common Stock
BINGOGOLD.COM, INC. a Nevada corporation ("Company"), is hereby
registering 7,666,667 shares of its $.001 par value common stock
("Shares")
The Shares registered hereby are highly speculative and involve a high
degree of risk to public investors and should be purchased only by persons
who can afford to lose their entire investment (See "Risk Factors" on page
8).
The Securities and Exchange Commission, or any State
Securities Commission, has not approved or disapproved these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense
Information contained herein is subject to completion or amendment.
The registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The 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
The shares being offered by Bingogold.com, Inc. are subject
to prior sale, acceptance of the subscriptions by Bingogold.com, Inc.,
and approval of certain legal matters by counsel to
Bingogold.com, Inc.
This prospectus is not an offer to sell or a solicitation to
buy the securities offered. It is unlawful to make such an offer
or solicitation.
The delivery of this prospectus, nor a sale of the mentioned
securities shall create an implication that there has been no
change in the information in this prospectus. If a material
change does occur, however, this prospectus will be amended or
supplemented accordingly for all existing shareholders and
prospective investors.
This prospectus does not intentionally contain a false
statement or material fact, nor does it intentionally omit a
material fact. No person or entity has been authorized by
Bingogold.com, Inc. .to give any information or make a
representation, warranty, covenant, or agreement which is not
expressly provided for or continued in this prospectus. Any such
information that is given should not be relied upon as having
been authorized.
This company is not a reporting company. Upon written or
oral request, any person who receives a prospectus will have an
opportunity to meet with representatives of Bingogold.com, Inc..
to verify any of the information included in the prospectus and
to obtain additional information. Such a person shall also, upon
written or oral request, receive a copy of any information that
is incorporated by reference in the prospectus and the address
(including title or department) and telephone number. Such
information shall be provided without charge.
All offerees and subscribers will be asked to acknowledge in
the subscription agreement that they have read this prospectus
carefully and thoroughly, they were given the opportunity to
obtain additional information; and they did so to their
(1) satisfaction.
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY 1
RISK FACTORS 2
USE OF PROCEEDS 3
DETERMINATION OF OFFERING PRICE 4
DILUTION 5
PLAN OF DISTRIBUTION 6
LEGAL PROCEEDINGS 7
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 9
DESCRIPTION OF SECURITIES 10
INTEREST OF NAMED EXPERTS AND COUNSEL 11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 12
ORGANIZATION WITHIN LAST FIVE YEARS 13
DESCRIPTION OF BUSINESS 14
PLAN OF OPERATION 15
DESCRIPTION OF PROPERTY 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 18
EXECUTIVE COMPENSATION 19
FINANCIAL STATEMENTS 20
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 21
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed
information appearing elsewhere in this prospectus ("Prospectus"). Each
prospective investor is urged to read this Prospectus, and the attached
Exhibits, in their entirety.
The Company
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.
Liquidity of Investment
Although the Shares will be "free trading," there is a limited
established market for the Shares currently traded on the OTC:BB. The market
may remain limited in the future. Therefore, an investor should consider his
investment to be long-term. See "Risk Factors, page 8."
Risk Factors
An investment in the company involved risks due in part to no previous
operating history of Company, as well as competition in this field of
business. Also, certain potential conflicts of interest arise due to the
relationship of the Company to management and others. See "Risk Factors,
page 8."
RISK FACTORS
The securities offered hereby are highly speculative in nature and
involve a high degree of risk. They should be purchased only by persons who
can afford to lose their entire investment. Therefore, each prospective
investor should, prior to purchase, consider very carefully the following
risk factors among other things, as well as all other information set forth
in this prospectus.
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.
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.
.
Limited Prior Operations and Experience.
The Company is newly reorganized, has only limited revenues from its
new internet operations, and has only limited assets. There can be no
assurance that the Company will generate significant revenues in the future;
and there can be no assurance that the Company will operate at a profitable
level. See "Description of Business." If the Company is unable to obtain
customers and generate sufficient revenues so that it can profitably operate,
the Company's business will not succeed. In such event, investors in the
Shares may lose their entire cash investment.
Also the Company and its management do not have significant experience
in the internet business, and in particular the on-line gaming business. See
"Directors, Officers, Promoters, and Control Persons."
Dependence on the Internet Industry
The Company's business is influenced by the rate of use and expansion
in the internet industry. Although this industry, and in particular on-line
gaming, have been expanding at a rapid rate in recent years, there is no
guarantee that it will continue to do so in the future. Declines in these
industries may influence the Company's revenues adversely.
Influence of Other External Factors.
The internet industry, and internet gaming in particular, is a
speculative venture necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Company will result in
commercially profitable business. The marketability of internet gaming will
be
affected by numerous factors beyond the control of the Company. These
factors
include market fluctuations, and the general state of the economy (including
the rate of inflation, and local economic conditions), which can affect
peoples' discretionary spending. Factors which leave less money in the hands
of potential clients of the Company will likely have an adverse effect on the
Company. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in the Company not receiving
an
adequate return on invested capital.
Regulatory Factors.
Existing and possible future consumer legislation, regulations and
actions could cause additional expense, capital expenditures, restrictions
and delays in the activities undertaken in connection with the party planning
business, the extent of which cannot be predicted. The U.S. Senate is
presenting discussing a proposed bill by Senator Jon Kyl of Arizona which
would ban internet gaming in the United States. The passage of such a bill may
adversely affect the operation of the Company, including increased costs if
certain of the Company operations are then moved to a foreign jurisdiction.
The exact affect of such legislation cannot be predicted until it is in final
form. If, however, a federal statute was passed into legislation making
Internet gambling illegal, eSportsbet.com is prepared to make the necessary
adjustments to continue to operate legally.
Competition.
The Company may experience substantial competition in its efforts to
locate and attract clients. Many competitors in the internet industry, and
in particular internet gaming, have greater experience, resources, and
managerial capabilities than the Company and may be in a better position than
the Company to obtain access to attractive clientele. There are a number of
larger companies which will directly compete with the Company. Such
competition could have a material adverse effect on the Company's
profitability.
Success of Management.
Any potential investor is strongly cautioned that the purchase of these
securities should be evaluated on the basis of: (i) the limited
diversification of the venture capital opportunities afforded to the Company,
(ii) the high-risk nature and limited liquidity of the Company, and (iii) the
Company's ability to utilize funds for the successful development and
distribution of revenues as derived by the revenues received by the Company's
yet undeveloped portfolio of clients, and any new potentially profitable
ventures, among other things. The Company can offer no assurance that any
particular client and/or property under its management contract will become
successful.
Reliance on Management.
The Company's success is dependent upon the hiring of key
administrative personnel. None of the officers or directors, or any of the
other key personnel, has any employment or non-competition agreement with the
Company. Therefore, there can be no assurance that these personnel will
remain employed by the Company. Should any of these individuals cease to be
affiliated with the Company for any reason before qualified replacements
could
be found, there could be material adverse effects on the Company's business
and
prospects. In addition, management has no experience is managing companies
in
the same business as the Company.
In addition, all decisions with respect to the management of the
Company will be made exclusively by the officers and directors of the
Company. Investors will only have rights associated with minority ownership
interest rights to make decision which effect the Company. The success of
the Company, to a large extent, will depend on the quality of the directors
and officers of the Company. Accordingly, no person should invest in the
Shares unless he is willing to entrust all aspects of the management of the
Company to the officers and directors.
Use of Proceeds Not Specific.
The proceeds of this offering have been allocated only generally.
Proceeds from the offering have been allocated generally to legal and
accounting, and working capital. Accordingly, investors will entrust their
funds with management in whose judgment investors may depend, with only
limited information about management's specific intentions with respect to a
significant amount of the proceeds of this offering. See "Use of Proceeds."
Lack of Diversification.
The size of the Company makes it unlikely that the Company will be able
to commit its funds to diversify the business until it has a proven track
record, and the Company may not be able to achieve the same level of
diversification as larger entities engaged in this type of business.
No Cumulative Voting
Holders of the Shares are not entitled to accumulate their votes for
the election of directors or otherwise. Accordingly, the holders of a
majority of the Shares present at a meeting of shareholders will be able to
elect all of the directors of the Company, and the minority shareholders will
not be able to elect a representative to the Company's board of directors.
Absence of Cash Dividends
The Board of Directors does not anticipate paying cash dividends on the
Shares for the foreseeable future and intends to retain any future earnings
to finance the growth of the Company's business. Payment of dividends, if
any, will depend, among other factors, on earnings, capital requirements, and
the general operating and financial condition of the Company, and will be
subject to legal limitations on the payment of dividends out of paid-in
capital.
Conflicts of Interest.
The officers and directors have other interests to which they devote
substantial time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve on
boards of directors, and each will continue to do so notwithstanding the fact
that management time may be necessary to the business of the Company. As a
result, certain conflicts of interest may exist between the Company and its
officers and/or directors which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations.
All of the potential conflicts of interest will be resolved only through
exercise by the directors of such judgment as is consistent with their
fiduciary duties to the Company. It is the intention of management, so as to
minimize any potential conflicts of interest, to present first to the Board
of Directors to the Company, any proposed investments for its evaluation.
Investment Valuation Determined by the Board of Directors.
The Company's Board of Directors is responsible for valuation of the
Company's investments. There are a wide range of values which are reasonable
for an investment for the Company's services. Although the Board of Directors
can adopt several methods for an accurate evaluation, ultimately the
determination of fair value involves subjective judgment not capable of
substantiation by auditing standards. Accordingly, in some instances it may
not be possible to substantiate by auditing standards the value of the
Company's investments. The Company's Board of Directors will serve as the
valuation committee, responsible for valuing each of the Company's
investments. In connection with any future distributions which the Company
may make, the value of the securities received by investors as determined by
the Board may not be the actual value that the investors would be able to
obtain even if they sought to sell such securities immediately after a
distribution. In addition, the value of the distribution may decrease or
increase significantly subsequent to the distributee shareholders' receipt
thereof, notwithstanding the accuracy of the Board's evaluation.
Additional Financing May Be Required.
There is no assurance that additional funds will be available from any
source when needed by the Company for expansion; and, if not available, the
Company may not be able to expand its operation as rapidly as it could if
such financing were available. The proceeds from this offering are expected
to be sufficient for the Company to become develop and market it line of
services. Additional financing could possibly come in the form of
debt/preferred stock. If additional shares were issued to obtain financing,
investors in this offering would suffer a dilutive effect on their percentage
of stock ownership in the Company. However, the book value of their shares
would not be diluted, provided additional shares are sold at a price greater
than that paid by investors in this offering. The Company does not
anticipate having within the next 12 months any cash flow or liquidity
problems
Limited Public Market for Company's Securities.
Prior to the Offering, there has been only a limited public market for
the Shares being offered (a total of 15,250,000 as of June 28, 1999). There
can be no assurance that an active trading market will develop or that
purchasers of the Shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering prices. The
market price of the Shares may be affected significantly by factors such as
announcements by the Company or its competitors, variations in the Company's
results of operations, and market conditions in the retail, electron
commerce, and internet industries in general. The market price may also be
affected by movements in prices of stock in general. As a result of these
factors, purchasers of the Shares offered hereby may not be able to liquidate
an investment in the Shares readily or at all.
Penny Stock Regulations.
The Company's Shares are quoted on the "Electronic Bulletin Board"
maintained by the National Quotation Bureau, Inc., which reports quotations
by brokers or dealers making a market in particular securities.. The
Securities and Exchange Commission (the "Commission") has adopted regulations
which generally define "penny stock" to be any equity security that has a
market price less than $5.00 per share. The Company's shares will become
subject to rules that impose additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with
their spouse). For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purpose of such securities
and must have received the purchaser's written consent to the transaction
prior to the purchase.
Additionally, for any transaction effected involving a penny stock,
unless exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both
the broker--dealer and the registered representative, and current quotations
for the securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stock held in the account and
information on the limited market in penny stocks. Consequently, these rules
may restrict the ability of broker-dealers to sell the Company's Shares and
may affect the ability of purchasers in the Offering to sell the Company's
securities in the secondary market. There is no assurance that a market will
develop for the Company's Shares
Forward-Looking Statements.
This Prospectus contains "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Act of 1934, as amended, and as contemplated under the
Private Securities Litigation Reform Act of 1995, including statements
regarding, among other items, the Company's business strategies, continued
growth in the Company's markets, projections, and anticipated trends in the
Company's business and the industry in which it operates. The words
"believe," "expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These forward-
looking statements are based largely on the Company's expectations and are
subject to a number of risks and uncertainties, certain of which are beyond
the Company's control. The Company cautions that these statements are further
qualified by important factors that could cause actual results to differ
materially from those in the forward looking statements, including those
factors described under "Risk Factors" and elsewhere herein In light of
these risks and uncertainties, there can be no assurance that the forward-
looking information contained in this Prospectus will in fact transpire or
prove to be accurate. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by this section.
Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors when
information using the year 2000 date is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent
something other than a date. The effects of the Year 2000 issue may be
experienced before, on, or after January 1, 2000, and if not addressed, the
impact on operations and financial reporting may range from minor errors to
significant system failure which could affect the Company's ability to
conduct
normal business operations. This creates potential risk for all companies,
even if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue affecting the
Company, including those related to the efforts of customers, suppliers, or
other third parties, will be fully resolved.
The Company currently believes that its systems are Year 2000 compliant
in all material respects, its current systems and products may contain
undetected errors or defects with Year 2000 date functions that may result in
material costs. Although management is not aware of any material operational
issues or costs associated with preparing its internal systems for the Year
2000, the Company may experience serious unanticipated negative consequences
(such as significant downtime for one or more of its web site properties) or
material costs caused by undetected errors or defects in the technology used
in its internal systems. Furthermore, the purchasing patterns of advertisers
may be affected by Year 2000 issues as companies expend significant resources
to correct their current systems for Year 2000 compliance. The Company does
not currently have any information about the Year 2000 status of its
advertising customers. However, these expenditures may result in reduced
funds available for web advertising or sponsorship of web services, which
could have a material adverse effect on its business, results of operations,
and financial condition. The Company's Year 2000 plans are based on
management's best estimates.
LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company
has been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers,
and significant employees of the Company are set forth below. All these
persons have held their positions since 1998. There are no other persons
which can be classified as a promoter or controlling person of the Company.
RESUMES
Name Age Positions
Brian W. Ransom 37 President, Secretary,
and Treasurer
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
America 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
corporations and governments. Mr. Ransom has been responsible for the
management of a $1.5 billion loan portfolilo of two Canadian mutual fund
companies, an international fiduciary, as well as the boards of software and
manufacturing firms.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this Prospectus, the
outstanding Shares of common stock of the Company owned of record or
beneficially by each person who owned of record, or was known by the Company
to own beneficially, more than 5% of the Company's Common Stock, and the name
and share holdings of each officer and director and all officers and
directors as a group.
Title of Name of Beneficial Amount and Percent of Class
Class Owner (1) Nature of
Beneficial
Owner
Common Stock Brian Ransom 350,000 4.0
(1) None of the Officers, Directors or existing shareholders do not have the
right to acquire any amount of the Shares within sixty days from options,
warrants, rights, conversion privilege, or similar obligations.
DESCRIPTION OF SECURITIES
General Description
The securities being offered are shares of common stock. The Articles
of Incorporation authorize the issuance of 100,000,000 shares of common
stock, with a par value of $.001. The holders of the Shares: (a) have equal
ratable rights to dividends from funds legally available therefore, when, as,
and if declared by the Board of Directors of the Company; (b) are entitled to
share ratably in all of the assets of the Company available for distribution
upon winding up of the affairs of the Company; (c) do not have preemptive
subscription or conversion rights and there are no redemption or sinking fund
applicable thereto; and (d) are entitled to one non-cumulative vote per share
on all matters on which shareholders may vote at all meetings of
shareholders. These securities do not have any of the following rights: (a)
cumulative or special voting rights; (b) preemptive rights to purchase in new
issues of Shares; (c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or preferences. In
addition, the Shares are not convertible into any other security. There are
no restrictions on dividends under any loan other financing arrangements or
otherwise. See a copy of the Articles of Incorporation, and amendments
thereto, and Bylaws of the Company, attached as Exhibit 3.1 and Exhibit 3.2,
respectively, to this Form SB-2. As of the date of this Form SB-2, the
Company has 8,416,667 Shares of common stock outstanding.
Non-Cumulative Voting
The holders of Shares of Common Stock of the Company do not have
cumulative voting rights, which means that the holders of more than 50% of
such outstanding Shares, voting for the election of directors, can elect all
of the directors to be elected, if they so choose. In such event, the holders
of the remaining Shares will not be able to elect any of the Company's
directors.
Dividends
The Company does not currently intend to pay cash dividends. The
Company's proposed dividend policy is to make distributions of its revenues
to its stockholders when the Company's Board of Directors deems such
distributions appropriate. Because the Company does not intend to make cash
distributions, potential shareholders would need to sell their shares to
realize a return on their investment. There can be no assurances of the
projected values of the shares, nor can there be any guarantees of the
success of the Company.
A distribution of revenues will be made only when, in the judgment of
the Company's Board of Directors, it is in the best interest of the Company's
stockholders to do so. The Board of Directors will review, among other
things, the investment quality and marketability of the securities considered
for distribution; the impact of a distribution of the investee's securities
on its customers, joint venture associates, management contracts, other
investors, financial institutions, and the company's internal management,
plus the tax consequences and the market effects of an initial or broader
distribution of such securities.
Transfer Agent
The Company engages the services of Pacific Stock Transfer Company,
P.O. Box 93385 Las Vegas, Nevada 89193 (702) 361-3033 Fax (702) 732-7890
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
small business issuer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of the Company will have personal liability to the Company
or any of its stockholders for monetary damages for breach of fiduciary duty
as a director involving any act or omission of any such director since
provisions have been made in the Articles of Incorporation limiting such
liability. The foregoing provisions shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good
faith or, which involve intentional misconduct or a knowing violation of law,
(iii) under applicable Sections of the Nevada Revised Statutes, (iv) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director derived an
improper personal benefit.
The By-laws provide for indemnification of the directors, officers, and
employees of the Company in most cases for any liability suffered by them or
arising out of their activities as directors, officers, and employees of the
Company if they were not engaged in willful misfeasance or malfeasance in the
performance of his or her duties; provided that in the event of a settlement
the indemnification will apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the
Corporation. The Bylaws, therefore, limit the liability of directors to the
maximum extent permitted by Nevada law (Section 78.751).
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means they are required to exercise good faith
and fairness in all dealings affecting the Company. In the event that a
shareholder believes the officers and/or directors have violated their
fiduciary duties to the Company, the shareholder may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit
to enforce the shareholder's rights, including rights under certain federal
and state securities laws and regulations to recover damages from and require
an accounting by management.. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company in
connection with such sale or purchase, including the misapplication by any
such officer or director of the proceeds from the sale of these securities,
may be able to recover such losses from the Company.
The registrant undertakes the following:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised 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.
ORGANIZATION WITHIN LAST FIVE YEARS
The names of the promoters of the registrant are the officers and
directors as disclosed elsewhere in this Form SB-2. None of the promoters
have received anything of value from the registrant.
DESCRIPTION OF BUSINESS
Executive Summary
- - - 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 543 Granville Street, Suite 303, Vancouver,
BC V6c 1XB
DESCRIPTION OF PROPERTY
The Company does not currently own any property.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or proposed transactions to
which the registrant was or is to be a party, in which any of the named
persons set forth in Item 404 of Regulation SB had or is to have a direct or
indirect material interest.
MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The Shares have not previously been traded on any securities exchange.
At the present time, there are no assets available for the payment of
dividends on the Shares.
EXECUTIVE COMPENSATION
(a) No officer or director of the Company is receiving any
remuneration at this time.
(b) There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the corporation in the event
of retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by the corporation or any of its
subsidiaries.
(c) No remuneration is proposed to be in the future directly or
indirectly by the corporation to any officer or director under any plan which
is presently existing.
FINANCIAL STATEMENTS
The Financial Statements required by Item 310 of Regulation S-B are
attached as Exhibit 99.1 to this Form SB-2.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Since the inception of the Company on April 2, 1997, the principal
independent accountant for the Company has neither resigned (or declined to
stand for reelection) nor been dismissed. The independent accountant for the
Company is Brent Davies CPA. Mr. Davies was engaged by the Company on or
about December 1, 1999.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Propsectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under the
heading "Use of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
None.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and Notwithstanding
the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation From the
low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(d) Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised 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. In the event that a claim for indemnification
against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer
or controlling person of the small business issuer in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the small business issuer will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary of Gameweaver.com, Inc.)
(A Development Stage Company)
-:-
INDEPENDENT AUDITOR'S REPORT
DECEMBER 31, 1999
CONTENTS
Page
Independent Auditor's Report F - 1
Balance Sheets
December 31, 1999 F - 2
Statements of Operations for the
Period November 3, 1999 (inception) to December 31, 1999 F - 3
Statement of Stockholders' Equity for the
Period November 3, 1999 (inception) to December 31, 1999 F - 4
Statements of Cash Flows for the
Period November 3, 1999 (inception) to December 31, 1999 F - 5
Notes to Financial Statements F - 6
INDEPENDENT AUDITOR'S REPORT
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
We have audited the accompanying balance sheet of Gameweaver, Inc. (A
Wholly Owned Subsidiary or Gameweaver.com, Inc.) (a development stage
company) as of December 31, 1999, and the related statements of operations,
stockholders' equity, and cash flows for the period November 3, 1999
(inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our 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 misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the 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 Gameweaver, Inc.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.) (a development stage
company) as of December 31, 1999, and the results of its operations and its
cash flows for the period November 3, 1999 (inception) to December 31, 1999
in conformity with generally accepted accounting principles.
Respectfully submitted
/s/
Brent Davies
Robinson, Hill & Co.
1366 E. Murray, Holladay Rd.
Salt Lake City, Utah 84117
Certified Public Accountants
Salt Lake City, Utah
January 17, 2000
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
BALANCE SHEETS
December 31,
1999
Assets:
Cash $5,000
Other Assets 300,000
Total Assets $305,000
Liabilities: $ -
Stockholders' Equity:
Common Stock, $.001 Par value
Authorized 25,000,000 shares,
Issued 5,000,000 shares at
December 31, 1999 5,000
Additional Paid in Capital 300,585
Deficit Accumulated During the
Development Stage (585)
Total Stockholders' Equity 305,000
Total Liabilities and
Stockholders' Equity $305,000
The accompanying notes are an integral part of these financial statements.
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Period Cumulative
November 3, since
1999 inception
(inception)to of
December 31, development
1999 stage
Revenues: $ - $ -
General and Administrative Expenses 585 585
Research and Development Expenses - -
Expenses: 585 585
Net Loss $(585) $(585)
Basic & Diluted loss per share $ -
The accompanying notes are an integral part of these financial statements.
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD NOVEMBER 3, 1999 (INCEPTION TO DECEMBER 31, 1999
Deficit
Accumulated
Additional During
Preferred Stock Common Stock Paid in Development
Shares Amount Shares Amount Capital Stage
Balance at November 3,
1999 (inception) - $ - - $ - $ - $ -
November 3, 1999 Issuance
of Stock to Officer for start
up and incorporation costs,
and Software - - 5,000,00 5,000 300,585 -
Net Loss - - - - - (585)
Balance at
December 31, 1999 - $ - 5,000,00 $5,000 $300,585 (585)
The accompanying notes are an integral part of these financial statements.
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Period Cumulative
November 3, Since
1999 Inception
(Inception)to of
December 31, Development
1999 Stage
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(585) $(585)
Common Stock issued for Research & Development - -
Net Cash Used in operating activities (585) (585)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 5,585 5,585
Net Cash Provided by Financing Activities 5,585 5,585
Net (Decrease) Increase in
Cash and Cash Equivalents 5,000 5,000
Cash and Cash Equivalents
at Beginning of Period - -
Cash and Cash Equivalents
at End of Period $5,000 $5,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ -
Franchise and income taxes $85 $85
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common Stock exchanged for other assets $300,000 $300,000
The accompanying notes are an integral part of these financial statements.
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 3, 1999 (INCEPTION TO DECEMBER 31, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Gameweaver, Inc. is presented
to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and
have been consistently applied in the preparation of the financial
statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on
November 3, 1999. On November 5, 1999 the Company became a wholly owned
subsidiary of Gameweaver.com, Inc. (a Nevada corporation). The Company is in
the development stage, and has not commenced planned principal operations.
Nature of Business
The company has no products or services as of December 31, 1999. The
Company was organized as a vehicle to seek merger or acquisition candidates.
The Company intends to acquire interests in various business opportunities,
which in the opinion of management will provide a profit to the Company
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents to the extent the funds are not being held for
investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 3, 1999 (INCEPTION TO DECEMBER 31, 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the Period November 3, 1999 (inception)to
December 31, 1999
Basic Loss per Share
Loss to common shareholders $(585) 5,000,000 $ -
The effect of outstanding common stock equivalents would be anti-
dilutive for December 31, 1999 and are thus not considered.
NOTE 2 - INCOME TAXES
As of December 31, 1999, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $500 that may
be offset against future taxable income through 2019. Current tax laws limit
the amount of loss available to be offset against future taxable income when
a substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 3, 1999 (INCEPTION TO DECEMBER 31, 1999
(Continued)
NOTE 4 - COMMITMENTS
As of December 31, 1999 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
NOTE 5 - OTHER ASSETS
Other assets consist of all rights both tangible and intangible of the
domain name gameweaver.com and structural design of the software and concepts
to be implemented.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorize, in the City of Las Vegas, State of Nevada, on
August 4, 1999.
BINGOGOLD.COM, INC.
By: /s/ __________
_________________, President
Special Power of Attorney
The undersigned constitute and appoint _______________ their true and
lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place, and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this Form SB-2
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorney0in-fact may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated:
Signature
Title
Date
F - 2
