SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15 (d) of the
Securities Exchange Act of 1934
BINGOGOLD COM, INC.
Exact name of Registrant as Specified
in its Charter
Nevada 88-0542172
(State of Incorporation (IRS Employer
or Organization) Number)
543 Granville Street, Suite 303
Vancouver, BC V6C 1XB
(Address of Registrant's principal executive offices
and principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Ave., Suite 200, Las Vegas, NV
89102; (702) 732-2253. Fax: (702) 940-4006.
(Name, address, and telephone number of agent of service)
Item 1 CHANGES IN CONTROL OF REGISTRANT
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 the 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.
ITEM 2
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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS AQUIRED. The ..
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
Certified Public Accountants
Salt Lake City, Utah
January 17, 2000
<TABLE.
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
[CAPTION]
BALANCE SHEETS
[S] [C]
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
[/TABLE]
The accompanying notes are an integral part of these financial statements.
<TABLE>
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
<CAPTION>
STATEMENTS OF OPERATIONS
<S> <C> <C>
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 $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
<CAPTION>
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD NOVEMBER 3, 1999 (INCEPTION TO DECEMBER 31, 1999
<S> <C> <C> <C> <C>
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 - - 5,000,000 5,000 300,585 -
Net Loss - - - - - (585)
Balance at
December 31, 1999 - $ - 5,000,000 $5,000 $300,585 $(585)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
<CAPTION>
STATEMENTS OF CASH FLOWS
<S> <C> <C>
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
</TABLE>
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.
F - 1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, hereunto duly authorized.
BINGOGOLD COM, INC.
Dated: 11th of May, 2000 By:/s/
Richard Wilk, President
