SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File No.: 033-90355
GAMEWEAVER COM, INC.
(Exact name of registrant as it appears in its charter)
NEVADA 87-0542172
(State or jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
2980 S. Rainbow Blvd., Suite 200, Las Vegas, NV 89146
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (702)-307-8778
For the period ending September 30th, 2000
Securities registered pursuant to Section 12 (g) of the Act:
Class A Common Stock $0.001 Par Value
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-1-
Item 1. Financials.
Attached.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are
included in this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
the expectations are disclosed in this Statement, including, without limit-
ation, in conjunction with those forward-looking statements contained in this
Statement.
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.
Subsequent Events.
The Company has subsequently completed an agreement with Streamscape Networks
on November 8th of this year in which Streamscape was issued 17,700,000 shares
of Gameweaver stock. Streamscape Networks Inc. provides next-generation
Internet Protocol (IP) based telecommunications services to the small to
medium enterprise (SME) business markets. (See November 14th press release)
-2-
There were no Operations this Quarter.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of matters To a Vote of Security Holders
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
3.1 Articles (incorporated
by reference--Exhibit 3.1
of the Company's Form 10-K
dated December 31, 1997)
3.2 Certificate of Amendment
to Articles of Incorporation
(incorporated by reference--
Exhibit 3.2 of the Company's
Form 10-K dated December 31,
1997).
3.3 Bylaws of the Company
(Incorporated by reference to
Exhibit 3.3 of the Company's
Form 10-K dated December 31,
1997)
-3-
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 under-
signed thereunto duly authorized.
Gameweaver Com Inc.
Dated: November 14th, 2000 By: /s/
Richard J. Wilk, President
-4-
GAMEWEAVER.COM, INC
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000
GAMEWEAVER.COM, INC
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
INDEX
-----
BALANCE SHEETS 1
STATEMENTS OF OPERATIONS 2
STATEMENTS OF STOCKHOLDERS' DEFICIT 3
STATEMENTS OF CASH FLOWS 4
NOTES TO FINANCIAL STATEMENTS 5-7
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
ASSETS $ - $ -
============= ============
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Due to related parties $ 29,390 $ -
Accounts payable and accrued expenses 50,600 -
Bank overdraft 54 -
------------- ------------
TOTAL LIABILITIES 80,044 -
------------- ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value; 75,000,000
shares authorized, 3,904,675 shares
issued and outstanding 3,905 3,905
Additional paid-in capital 1,458,555 1,458,555
Deficit accumulated during the
development stage (1,542,504) (1,462,460)
------------- ------------
Total stockholders' deficit ( 80,044) -
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ - $ -
============= ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
Cumulative
From Inception
For the Quarter Ended For the Nine Months Ended (April 12, 1989)
September 30, September 30, to September 30,
--------------------- ------------------------- 2000
2000 1999 2000 1999
------- ------ ---------- ------ ---------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
EXPENSES
General and administrative
expenses 51,058 9,822 80,044 12,833 (1,542,504)
------- ------ ---------- -------- ---------------
LOSS FROM OPERATIONS BEFORE
INCOME TAXES (51,058) (9,822) (80,044) (12,833) (1,542,504)
PROVISION FOR INCOME TAXES - - - - -
------- ------ ---------- -------- ---------------
NET LOSS $(51,058) $(9,822) $(80,044) $(12,833) $(1,542,504)
========= ======== ========== ========= ===============
NET LOSS PER COMMON SHARE
Basic and diluted $( 0.00) $( 0.00) $( 0.00) $( 0.00)
</TABLE>
The accompanying notes are an integral part of the financial statements.
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>
Deficit
Accumulated
Additional During the Total
Common Stock Paid-in Development Stockholders'
--------------- Capital Stage Deficit
Shares Amount ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance - April 12, 1989 30,087 $ 30 $ 23,193 $ - $ 23,223
Shares issued for patent rights,
March 1990, $0.01 per share 181,733 182 818 - 1,000
Shares issued for cash, April
1990, $0.86 per share 30,815 31 26,469 - 26,500
Shares issued for cash, December
1990, $0.00 per share 167 - 5,000 - 5,000
Shares issued for services,
December 1991, $29.94 1,666 2 1,498 - 1,500
Shares issued for cash,
December 1992, $0.05 666,666 666 35,363 - 36,029
Shares issued for services,
December 1995, $.10
per share 72,891 73 7,427 - 7,500
Additional loss for the
cumulative period April 12,
1989 through December 31,
1996 - - 82,488 - 82,488
Net loss for the cumulative
period April 12, 1989
through December 31, 1996 - - - (190,567) (190,567)
-------- ------ ------- ---------- ----------
Balance - December 31,
1996 (Unaudited) 984,025 984 182,256 (190,567) (7,327)
Net loss for the year ended
December 31, 1997 - - - (2,363) (2,363)
-------- ------- -------- ---------- ----------
Balance - December 31,
1997 (Unaudited) 984,025 984 182,256 (192,930) (9,690)
Shares issued for cash,
November 30, 1998,
$0.00 per share 8,000,000 8,000 22,000 - 30,000
Net loss for the year
ended December 31, 1998 - - - (21,949) (21,949)
--------- ------- -------- ---------- ----------
Balance - December 31, 1998 8,984,025 8,984 204,256 (214,879) (1,639)
One to three reverse stock
split (5,989,350) (5,989) 5,989 - -
---------- ------- -------- ---------- ----------
Balance - December 31, 1998
restated 2,994,675 2,995 210,245 (214,879) (1,639)
Shares Issued for Services 910,000 910 1,248,310 - 1,249,220
Net Loss for the Year Ended
December 31, 1999 - - - (1,247,581) (1,247,581)
---------- ------- --------- ---------- ----------
Balance - December 31, 1999 3,904,675 3,905 1,458,555 (1,462,460) -
Net Loss for the Nine Months
Ended September 30, 2000
(Unaudited) - - - (80,044) (80,044)
----------- ------- --------- ---------- -----------
Balance - September 30,
2000 (Unaudited) 3,904,675 $3,905 $1,458,555 $(1,542,504) $(80,044)
=========== ======== ========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<CAPTION>
Cumulative
For the Nine Months Ended From Inception
September 30, (Unaudited) (April 12, 1989)
------------------------- to September 30,
2000 1999 2000
-------- ------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (80,044) $(12,833) $(1,542,504)
Amortization - - 1,183
Common stock issued for services - - 1,258,220
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Other assets - (659) 11,029
Shareholder payable - 678 (3,003)
Increase in accounts payable and
accrued expenses 50,600 10,814 53,103
Due to related parties 29,390 - 29,390
---------- ---------- ----------------
Net cash provided by (used in)
operating activities 54 (2,000) (192,582)
---------- ---------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired upon reorganization
of Company - - 23,540
---------- ---------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in bank overdraft 54 - 54
Activities borrowing from shareholders - 5,000 -
Additional capital contributed - - 82,488
Issuance of common stock for cash - - 86,500
---------- ----------- ---------------
Net cash provided by financial activities 54 5,000 169,042
---------- ----------- ---------------
NET INCREASE IN CASH AND CASH EQUIVALENTS - 3,485 -
CASH AND CASH EQUIVALENTS - BEGINNING - - -
---------- ----------- ---------------
CASH AND CASH EQUIVALENTS - ENDING $ - $ 3,485 -
========== =========== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION:
Cash paid for interest $ - $ - $ -
========= ========== ===============
Cash paid for taxes $ - $ - $ -
========= ========== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Nature of Operations
--------------------
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-
QSB and Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been
included.
For further information, refer to the financial statements and foot
notes included in Form 10-KSB for the year ended December 31, 1999.
Gameweaver.com, Inc. (the "Company"), was incorporated on January
26, 1986 as Vantage, Inc. under the laws of the State of Nevada. On
April 12, 1989, the Company ceaed operations and is currently
considered a development stage enterprise with its business purpose
being seeking a suitable merger/acquisition or joint venture
candidate. During 1995, the company changed its name from Vantage,
Inc. to Cofitras Entertainment, Inc. then subsequently on October
27, 1999 changed its name to Bingogold.com. On November 26, 1999,
the Company then changed its name from BingoGold.com to Gameweaver
.Com.
b) Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results
could differ from those estimates.
c) Basis of Presentation
---------------------
The Company has no operations and has accumulated losses since
inception. This situation raises substantial doubt about its
ability to continue as going concer. The accompanying financial
statements do not include any adjustments relative to the
recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result from the
outcome of this uncertainty. Management is currently seeking one or
more potential business ventures through acquiring or merging with
a company with viable operations.
d) Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.
e) Income Taxes
------------
Income Taxes are provided for based on the liability method of
accounting pursuant to Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). Deferred
income taxes, if any, are recorded to reflect the tax consequences
on future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end.
f) Stock-based Compensation
------------------------
Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation", encourages, but does not
require companies to record compensation cost for stock-based
employee compensation plans at fair value. The Company has chosen
to continue to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and
related Interpretations. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price
of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock.
g) Earnings Per Share
------------------
SFAS No. 128, "Earnings Per Share" requires presentation of basic
earnings per share ("Basic EPS") and diluted earnings per share
("Diluted EPS").
The computation of basic earnings per share is computed by dividing
income available to common stockholders by the weighted average
number of outstanding common shares during the period. Diluted
earnings per share gives effect to all dilutive potential common
shares outstanding during the period. The computation of diluted
EPS does not assume conversion, exercise or contingent exercise of
securities that would have an antidilutive effect on earnings. The
shares used in the computations were as follows:
September 30,
-------------------------
2000 1999
--------- -------
Basic and diluted 3,904,675 8,984,025
During 1999, the Company had a 1 for 3 reverse stock split (see Note 2).
h) Comprehensive Income
--------------------
In June 1998, the Financial Accounting Standards Board issued
SFAS No. 130, "Reporting Comprehensive Income," was issued
establish standards for the reporting and display of comprehensive
income and its components in the financial statements. As of
September 30, 2000, the Company has no items that represent
comprehensive income, therefore, has not included a schedule
Comprehensive Income in the accompanying financial statements.
GAMEWEAVER.COM,INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMEBER 30, 2000
NOTE 2 - EQUITY TRANSACTIONS
In 1999, the Company agreed to a 1-for-3 reverse stock split. Prior
to the reverse stock split, the Company and had 8,984,025 shares issued
and outstanding. The reverse stock split reduced the issued and
outstanding shares 2,994,675. The accompanying financial statements
have been restated to conform to the reverse stock split. Following
the reverse stock split, the Company issued 910,000 shares of common
stock for services rendered. The value of these share have been
calculated at the market value of the stock at date of issuance.
<TABLE>
Exhibit 27.0 Financial Data Sheet
<S> <C>
[PERIOD-TYPE] 9 MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-END] SEP-30-2000
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCE] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 80,044
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 3,905
[OTHER-SE] (83,949)
[TOTAL-LIABILITY-AND-EQUITY] 80,044
[SALES]
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 80,044
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (80,044)
[INCOME-TAX] 0
[INCOME-CONTINUING] (80,044)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (80,044)
[EPS-BASIC] (.02)
[EPS-DILUTED] (.02)
</TABLE>
