U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GAMEWEAVER COM, INC.
(Name of Small Business Issuer in its charter)
Nevada 8700 87-0542172
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation ofOrganization) Classification Code Number) Identification No.)
Classification Code Number)
3360 W. Sahara, Suite 200, Las Vegas, Nevada, 89102; (702) 732-2253
Fax: (702) 940 4006
(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. Fax: (702) 940-4006
(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.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each Amount to Propsed Proposed Amount of
class of registered maximum maxium registration
securities to be <C> offering price per aggregate fee
registered unit offering price
<S> <C> <C> <C>
Common shares 7,666,667 $0.10(1) $766,667 26.40
</TABLE>
(1) Shares already outstanding. Price estimated solely for purpose of
calculating registration fee.
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.
PART I. INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
GAMEWEAVER.COM, INC.
7,666,667 Shares
Common Stock
Gameweaver.com., a Nevada corporation is registering 7,666,667 shares of its
$.001 par value common stock ("Shares").
The Shares offered 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 _______________, 2000.
The shares being offered by Gameweaver.com, Inc. are subject to approval of
certain legal matters by counsel to Gameweaver.com, Inc.
Until ______ 2000, all dealers effecting transactions in registered
securities may be required to deliver a prospectus. This is true whether or
not the dealer is participating in this distribution. Dealers also have an
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
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.
Neither 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 Gameweaver.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.
All offerees will be asked to acknowledge that they have read this prospectus
carefully and thoroughly, they were given the opportunity to obtain
additional information; and they did so to their satisfaction.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
<S> PAGE
<C>
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
</TABLE>
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
Gameweaver.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. Since the year
2000, Bingogold has changed it's name to Gameweaver Inc.
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.
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.
<TABLE>
MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The Company is currently traded on the OTCBB under the symbol GMWR.
<CAPTION>
DATE VOLUME HIGH/ASK LOW/BID CLOSE
<C> <C> <C> <C> <C>
4/09/99 200 4 0 3/4 0 3/4
5/7/99 1,800 0 3/4 0 3/4 0 3/4
12/17/99 16,206 2 3/4 2 3/16 2 3/16
12/23/99 234,300 2 3/8 1 1/2 1 1/2
12/31/99 90,300 1 7/8 1 1/2 1 1/2
01/07/00 68,300 1.54 1 3/16 1 3/16
1/14/00 90,300 1.30 1 1/16 1 1/16
1/21/00 3,000 1 1/16 1.04 1 1/16
1/28/00 77,500 1.04 0 13/16 0 3/16
2/04/00 83,100 1 1/16 0 13/16 0.98
2/11/00 25,600 1.10 1 1.10
2/18/00 12,300 1.10 0 15/16 0 15/16
2/25/00 6,000 1 0 15/16 0 15/16
3/3/00 300 1 0 15/16 0 15/16
Liquidity of Investment
Although the Shares will be "free trading," there is minimal established
market for the Shares and there may not be in the future. Therefore, an
investor should consider his investment to be long-term. See "Risk Factors,
page 6."
Risk Factors
An investment in the company involved risks due in part to limited previous
operating history of Gameweaver.com, Inc. as well as competition in this
field of business. Also, certain potential conflicts of interest arise due
to the relationship of Gameweaver.com, Inc. to management and others.
See "Risk Factors, page 8."
RISK FACTORS
The securities offered 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.
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 _______ as of Dec 31, 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
Gameweaver.com, Inc. is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against
Gameweaver.com, Inc. has been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers, and
significant employees of Gameweaver.com, Inc. are set forth below. All these
persons have held their positions since 1998.
</TABLE>
<TABLE>
Name Position
<S> <C>
Richard D. Wilk President
Miju Stinson Secretary and Treasurer
</TABLE>
Richard D. Wilk, age 52, is the President of Gameweaver.com. From 1973
through 1996, Mr. Wilk has been employed by IBM Canada LTD.
Miju Stinson is the Secretary and Treasurer of Gameweaver.com.
She is a senior IT professional with twenty-two years experience in computer
industry, working for IBM Canada LTD. Ms Stinson has held numerous
responsibilities and titles with IBM, including sales and production team
leadership roles, technical marketing support, systems engineer, and more
recently, senior software sales representative.
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.
<TABLE>
Title of Class Name of Beneficial Amount and Nature of Percent of Class
Owner (1) Beneficial Owner (2)
<S> <C> <C> <C>
Common Stock Richard Wilk,
President 100,000 1.0%
</TABLE>
(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
Gameweaver.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 Gameweaver.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.
BUSINESS OF ISSUER
DESCRIPTION OF BUSINESS
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.
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.
Website
Gameweaver currently maintains a website at Gameweaver.com.
EMPLOYEES
Richard Wilk is the company's only full time employee. Miju Stinson works
part time.
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) Future remuneration is contemplated when the company has achieved a
profit.
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
Due to the recent change in control of the Company, the officers and directors
have recently chosen an accounting firm they were more familiar with.
The current accounting firm is Robinson, Hill & Co. A Professional Company.
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.
Pursuant to a recent acquisition agreement between Bingogold, Inc. and
Gameweaver, Inc., 5 million shares of restricted stock under 144 of the
Securities Act of 1933, Section 4(2) were issued to the Gameweaver
shareholders in the exchange. See attached Exhibit. "Acquisition Agreement"
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.
EXHIBIT LIST
Exhibit Number Exhibit Description
2.1 Aquisition Agreement
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)
5.1 Attorney Opinion
99 Financials
99 Signature Page
ACQUISITION AGREEMENT
Agreement dated as of November 5, 1999 between BingoGold.com, Inc., Inc.,
a Nevada corporation ("Buyer") on behalf of its shareholders, and
Game Weaver, Inc., a Nevada corporation (" Seller") on behalf of its
shareholders. The parties wish to provide for Seller's sale of the Shares
to Buyer and Buyer 's purchase of the Shares from Seller on the terms and
conditions of this Agreement.
The parties agree as follows:
1. The Acquisition.
1.1 Purchase and Sale Subject to the terms and conditions of this
Agreement, at the Closing to be held as provided in Section 2, Seller shall
sell the Shares to Buyer, and Buyer shall purchase the Shares from Seller,
free and clear of all Encumbrances. Buyer shall change its name to
GameWeaver.com, Inc..
1.2 Purchase Price. Purchaser will exchange 5,000,000 shares of its
restricted common stock for all of the outstanding capital stock or ownership
interest of Game Weaver, Inc.. It is anticipated that this transaction is
a non taxable share exchange under Rule 368 of the Internal Revenue Code.
2. The Closing.
2.1 Place and Time.The closing of the sale and purchase of the Shares (the
"Closing") shall take place at the offices of Shawn Hackman, Esq. 3360
W. Sahara #200, Las Vegas, NV 89102 no later than the close of business
(Las Vegas time) on 11/5/99, or at such other place, date and time as the
parties may agree in writing.
2.2 Deliveries by Seller. At the Closing, Seller shall deliver the
following to
Buyer:
(a) Certificates representing the Shares, duly endorsed for transfer to Buyer
and accompanied by any applicable stock transfer tax stamps; Seller
shall cause BingoGold.com, Inc., to change those certificates for, and to
deliver to Buyer at the Closing, a certificate representing the Shares
registered in the name of Buyer (without any legend or other reference
to any Encumbrance).
(b) The documents contemplated by Section 3.
(c) All other documents, instruments and writings required by this
Agreement to be delivered by Seller at the Closing and any other
documents or records relating to Game Weaver, Inc.'s business
reasonably requested by Buyer in connection with this Agreement.
2.3 Deliveries by Buyer. At the Closing, Buyer shall deliver the following to
Seller:
(a) The shares as contemplated by section 1.
(b) The documents contemplated by Section 4.
(c) All other documents, instruments and writings required by this
Agreement to be delivered by Buyer at the Closing.
(d) A legal opinion certifying the Buyer representatives and warrenties
3. Conditions to Buyer 's Obligations.
The obligations of Buyer to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one
or more of which may be waived by
Buyer:
3.1 Representations, Warranties and Agreements.
(a) The representations and warranties of Seller set forth in this
Agreement shall be true and complete in all material respects as of the
Closing Date as though made at such time, (b) Seller shall have
performed and complied in all material respects with the agreements
contained in this Agreement required to be performed and complied
with by it at or prior to the Closing and (c) Buyer shall have received a
certificate to that effect signed by an authorized representative of
Seller.
3.2 Resignations of Directors. All directors of BingoGold.com, Inc., Inc
. and its Subsidiaries whose resignations shall have been requested by Buyer
not less than ten Business Days before the Closing Date shall have submitted
their resignations or been removed effective as of the Closing Date.
4. Conditions to Seller 's Obligations.
The obligations of Seller to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one
or more of which may be waived by
Seller:
4.1 Representations, Warranties and Agreements.
(a) The representations and warranties of Buyer set forth in this Agreement
shall be true and complete in all material respects as of the Closing Date as
though made at such time, (b) Buyer shall have performed and complied in
all material respects with the agreements contained in this Agreement
required to be performed and complied with by it prior to or at the Closing
and (c) Seller shall have received a certificate to that effect signed by an
officer of Buyer.
5. Representations and Warranties of Seller.
Seller represents and warrants to Buyer that, to the Knowledge of Seller
(which limitation shall not apply to Section 5.3), and except as set forth in
the Disclosure Letter:
5.1 Organization of Seller; Authorization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of Nevada
with full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution,
delivery and performance of this Agreement have been duly authorized by
all necessary corporate action of Seller and this Agreement constitutes a
valid and binding obligation of Seller, enforceable against it in accordance
with its terms.
5.2 Conflict as to Seller: Neither the execution and delivery of this
Agreement nor the performance of Buyer's obligations hereunder will
(a) violate any provision of the certificate of incorporation or by-laws of
Seller or (b) violate any statute or law or any judgement, decree, order,
regulation or rule of any court or other Governmental Body applicable to
Seller.
5.3 Ownership of Shares. The delivery of certificates to Buyer and the
payment to Seller will result in Buyer's immediate acquisition of record and
beneficial ownership of the Shares, free and clear of all Encumbrances.
There are no outstanding options, rights, conversion rights, agreements or
commitments of any kind relating to the issuance, sale or transfer of any
Equity Securities or other securities of Game Weaver, Inc..
5.4 Title to Properties. Either Game Weaver, Inc. or one of its Subsidiaries
owns all the material properties and assets that they purport to own (real,
personal and mixed, tangible and intangible), including, without limitation,
all the material properties and assets reflected in the Balance Sheet (except
for property sold since the date of the Balance Sheet in the ordinary course
of business or leased under capitalized leases), and all the material
properties and assets purchased or otherwise acquired by Game Weaver,
Inc.. or any of its Subsidiaries since the date of the Balance Sheet.
5.5 Buildings, Plants and Equipment. The buildings, plants, structures and
material items of equipment and other personal property owned or leased by
Game Weaver, Inc.. or its Subsidiaries are, in all respects material to the
business or financial condition of Game Weaver, Inc. and its Subsidiaries,
taken as a whole, in good operating condition and repair (ordinary wear and
tear excepted) and are adequate in all such respects for the purposes for
which they are being used.
5.6 Absence of Certain Changes. Since the date of the Balance Sheet,
neither Game Weaver, Inc. nor any of its Subsidiaries has:
(a) suffered the damage or destruction of any of its properties or assets
(whether or not covered by insurance) which is materially adverse to
the business or financial condition of Game Weaver, Inc. and its
Subsidiaries, taken as a whole, or made any disposition of any of its
material properties or assets other than in the ordinary course of
business;
(b) made any change or amendment in its certificate of incorporation or
by-laws, or other governing instruments;
(c) issued or sold any Equity Securities or other securities, acquired,
directly or indirectly, by redemption or otherwise, any such Equity
Securities, reclassified, split-up or otherwise changed any such Equity
Security, or granted or entered into any options, warrants, calls or
commitments of any kind with respect thereto;
(d) paid, discharged or satisfied any material claim, liability or obligation
(absolute, accrued, contingent or otherwise), other than in the ordinary
course of business;
(e) prepaid any material obligation having a maturity of more than 90 days
from the date such obligation was issued or incurred;
(f) cancelled any material debts or waived any material claims or rights,
except in the ordinary course of business;
5.8 No Material Adverse Change. Since the date of the Balance Sheet,
there has not been any material adverse change in the business or financial
condition of Game Weaver, Inc. and its Subsidiaries taken as a whole, other
than changes resulting from economic conditions prevailing in the United
States.
5.9 Brokers or Finders. Seller has not employed any broker or finder or
incurred any liability for any brokerage or finder's fees or commissions or
similar payments in connection with the sale of the Shares to Buyer.
5.10 Transactions with Directors and Officers. Game Weaver, Inc. and its
Subsidiaries do not engage in business with any Person (other than Seller) in
which any of Game Weaver, Inc.'s directors or officers has a material equity
interest. No director or officer of Game Weaver, Inc. owns any property,
asset or right which is material to the business of Game Weaver, Inc. and its
Subsidiaries, taken as a whole.
6. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows:
6.1 Organization of Buyer; Authorization. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of Nevada,
with full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution,
delivery and performance of this Agreement have been duly authorized by
all necessary corporate action of Buyer and this Agreement constitutes a
valid and binding obligation of Buyer, enforceable against it in accordance
with its terms.
6.2 Brokers or Finders. Buyer has not employed any broker or finder or
incurred any liability for any brokerage or finder's fees or commissions or
similar payments in connection with any of the transactions contemplated
hereby.
6.3 Purchase for Investment. Buyer is purchasing the shares solely for its
own account for the purpose of investment and not with a view to, or for sale
in connection with, any distribution of any portion thereof in violation of any
applicable securities law.
6.4 Conflict as to Buyer. Neither the execution and delivery of this
Agreement nor the performance of Buyer's obligations hereunder will
(a) violate any provision of the certificate of incorporation or by-laws of
Buyer or (b) violate any statute or law or any judgment, decree, order,
regulation or rule of any court or other Governmental Body applicable to Buyer.
6.5 Buyer is a publicly traded company which trades on the OTC:BB. Buyer
has properly filed all documentation with the SEC, NASD or other
applicable bodies necessary to become and remain a publicly traded
company.
6.6 There are no pending or threatened legal or regulatory claims, demands
or liabilities of any kind or nature against buyers of it assets.
6.7 Buyer has filed all federal, state and local income or other tax
returns as required by law, and has paid all taxes which are due, and has no
tax delinquencies of any kind.
6.8 There are currently 2,994,672 shares issued and outstanding in Buyer.
The shares, when issued were properly distributed under applicable securities
laws, and Buyer has taken no action to cause said stock to lose its trading
status. There are no warrants, option agreements or pending subscription
agreements whereby Buyer is obligated to issue any additional stock to any
person.
6.9 Upon closing, buyers shareholders will receive a controlling interest
in and complete management control over Seller by virtue of their stock
ownership, and there are no shareholder rights or agreements, or other legal
impediments to the transfer of management control of Sellers.
7. Access and Reporting; Filings With Governmental Authorities.
7.1 Access. Between the date of this Agreement and the Closing Date, Seller
shall, and shall cause Game Weaver, Inc. to, (a) give Buyer and its
authorized representatives reasonable access to all plants, offices,
warehouse and other facilities and properties of Game Weaver, Inc. and its
Subsidiaries and to the books and records of Game Weaver, Inc. and its
Subsidiaries, (b) permit Buyer to make inspections thereof, and (c) cause its
officers and its advisors to furnish Buyer with such financial and operating
data and other information with respect to the business and properties of
Game Weaver, Inc. and its Subsidiaries and to discuss with Buyer and its
authorized representatives the affairs of Game Weaver, Inc. and its
Subsidiaries, all as Buyer may from time to time reasonably request.
7.2 Exclusivity.From the date hereof until the earlier of the Closing or the
termination of this Agreement, Seller shall not solicit or negotiate or enter
into any agreement with any other Person with respect to or in furtherance
of any proposal for a merger or business combination involving, or
acquisition of any interest in, or (except in the ordinary course of business)
sale of assets by, Game Weaver, Inc., except for the acquisition of the
Shares by Buyer.
7.3 Publicity.Between the date of this Agreement and the Closing Date,
Seller and Buyer shall, and Seller and Buyer shall cause BingoGold.com, Inc.,
Inc. to, discuss and coordinate with respect to any public filing or
announcement or any internal or private announcement (including any general
announcement to employees) concerning the contemplated transaction.
7.4 Confidentiality. Prior to the Closing Date (or at any time if the
Closing does not occur) Buyer shall keep confidential and not disclose to any
Person (other than its employees, attorneys, accountants and advisors) or use
(except in connection with the transactions contemplated hereby) all non-
public information obtained by Buyer pursuant to Section 7.1. Following the
Closing, Seller shall keep confidential and not disclose to any Person (other
than its employees, attorneys, accountants and advisors) or use (except in
connection with preparing Tax Returns and conducting proceeds relating to
Taxes) any nonpublic information relating to BingoGold.com, Inc., Inc. and
its Subsidiaries. This Section 7.7 shall not be violated by disclosure pursuant
to court order or as otherwise required by law, on condition that notice of
the requirement for such disclosure is given the other party prior to making
any disclosure and the party subject to such requirement cooperates as the
other may reasonably request in resisting it. If the Closing does not occur,
Buyer shall return to Seller, or destroy, all information it shall have
received from Seller or Game Weaver, Inc.. in connection with this
Agreement and the transactions contemplated hereby, together with any copies or
summaries thereof or extracts therefrom. Seller and Buyer shall use their
best efforts to cause their respective representatives, employees, attorneys,
accountants and advisors to whom information is disclosed pursuant to
Sections 7.1 and 7.6 to comply with the provisions of this Section 7.7.
8. Conduct of Game Weaver, Inc.'s Business Prior to the Closing.
8.1 Operation in Ordinary Course. Between the date of this Agreement and the
Closing Date, Seller shall cause Game Weaver, Inc. and its Subsidiaries to
conduct their businesses in all material respects in the ordinary course.
8.2 Business Organization. Between the date of this Agreement and the
Closing Date, Seller shall use its reasonable efforts, and shall cause Game
Weaver, Inc. and each of its Subsidiaries to use its respective reasonable
efforts, to (a) preserve substantially intact the business organization of
Game Weaver, Inc. and each of its Subsidiaries and keep available the
services of the present officers and employees of Game Weaver, Inc. and each
of its Subsidiaries, and (b) preserve in all material respects the present
business relationships and good will of Game Weaver, Inc.. and each of its
Subsidiaries.
8.3 Corporate Organization. Between the date of this Agreement and the
Closing Date, neither Buyer or Seller shall not cause or permit any
amendment of the certificate of incorporation or by-laws (or other
governing instrument) of Game Weaver, Inc. or any of its Subsidiaries, and
shall cause Game Weaver, Inc. and each of its Subsidiaries not to:
(a) issue, sell or otherwise dispose of any of its Equity Securities, or
create, sell or otherwise dispose of any options, rights, conversion
rights or other agreements or commitments of any kind relating to the
issuance, sale or disposition of any of its Equity Securities;
(b) sell or otherwise dispose of any Equity Securities of Game Weaver,
Inc. or any of its Subsidiaries, or create or suffer to be created any
Encumbrance thereon, or create, sell or otherwise dispose of any
options, rights, conversion rights or other agreements or commitments
of any kind relating to the sale or disposition of any Equity Securities
of Game Weaver, Inc.. or any of its Subsidiaries;
(c) reclassify, split up or otherwise change any of its Equity Securities;
(d) be party to any merger, consolidation or other business combination;
(e) sell, lease, license or otherwise dispose of any of its properties or
assets (including, but not limited to rights with respect to patents and
registered trademarks and copyrights or other proprietary rights), in an
amount which is material to the business or financial condition of
Game Weaver, Inc.. and its Subsidiaries, taken as a whole, except in
the ordinary course of business.
9. Survival of Representations and Warranties; Indemnification.
9.1 Survival.No representation or warranty contained in this Agreement or in
any certificate or document delivered pursuant hereto shall survive the
Closing, except for those contained in Sections 5.1, 5.2, 5.3(only as to
Seller), 5.10, 6.1, 6.2, 6.3, 6.4(the "Surviving Representations and
Warranties ").
9.2 Indemnification by Seller. Seller shall indemnify and hold harmless
Buyer and BingoGold.com, Inc., Inc., and shall reimburse Buyer and
BingoGold.com, Inc., Inc. for, any loss, liability, damage or expense
(including reasonable attorneys fees) (collectively, "Damages") arising from
or in connection with (a) any inaccuracy in any of the Surviving
Representations and Warranties of Seller in this Agreement or (b) any
failure by Seller to perform or comply with any agreement in this
Agreement.
9.3 Indemnification by Buyer. Buyer shall indemnify and hold harmless
Seller, and shall reimburse Seller for, any Damages arising from or in
connection with (a) any inaccuracy in any of the Surviving Representations and
Warranties of Buyer in this Agreement, (b) any failure by Buyer to perform
or comply with any agreement in this Agreement, except that after the
Closing no claim shall be made with respect to the failure to perform or
comply with any agreement required to have been performed or complied
with prior to the Closing Date, and (c) any payments made by Seller after
the Closing pursuant to any guaranty by Seller of any obligation of
BingoGold.com, Inc., Inc. or any of its Subsidiaries (other than as
contemplated by Section 2.4). Buyer shall use its best efforts to obtain
Seller's release from any such guaranties.
10. Termination.
Termination.: This Agreement may be terminated before the Closing occurs
only as follows:
(a) By written agreement of Seller and Buyer at any time.
(b) By Seller, by notice to Buyer at any time, if one or more of the
conditions specified in Section 4 is not satisfied at the time at which
the Closing (as it may be deferred pursuant to Section 2.1) would
otherwise occur or if satisfaction of such a condition is or becomes
impossible.
(c) By Buyer, by notice to Seller at any time, if one or more of the
conditions specified in Section 3 is not satisfied at the time at which
the Closing (as it may be deferred pursuant to Section 2.1), would
otherwise occur of if satisfaction of such a condition is or becomes
impossible.
(d) By Buyer or Seller, by notice to the other at any time after 2-22-99.
10. Effect of Termination.
If this Agreement is terminated pursuant to Section 10(a), this Agreement
shall terminate without any liability or further obligation of any party to
another.
11. Notices.
All notices, consents, assignments and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given
when (a) delivered by hand, (b) sent by telex or telecopier (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in
each case to the appropriate addresses, telex numbers and telecopier numbers
set forth below (or to such other addresses, telex numbers and telecopier
numbers as a party may designate as to itself by notice to the other parties).
(a)If to Buyer: (b)If to Seller:
c/o Shawn F. Hackman, Esq.
3360 W. Sahara #200 __________________
Las Vegas, NV 89109 __________________
Telecopier No.: 702-732-2253 Telecopier No.:
Attention: Shawn F. Hackman Attention:
12. Miscellaneous.
12.1 Expenses.Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
12.2 Captions.The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of
this agreement.
12.3 No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in
writing.
12.4 Exclusive Agreement; Amendment. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter and is
intended (with the documents referred to herein) as a complete and
exclusive statement of the terms of the agreement among the parties with
respect thereto and cannot be changed or terminated orally.
12.5 Counterparts.This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
12.6 Governing Law. This Agreement and (unless otherwise provided) all
amendments hereof and waivers and consents hereunder shall be governed
by the internal law of the State of Nevada, without regard to the conflicts of
law principles thereof.
12.7 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the
consent of the other except that Buyer may assign its rights (but not its
obligations) under this Agreement to its wholly-owned Subsidiary without the
consent of Seller, provided that, after the Closing, no consent of Seller
shall be needed in connection with any merger or consolidation of Buyer with
or into another entity.
BingoGold.com, Inc., Inc.
___________________________
By
Game Weaver, Inc..
__________________________
By
Law Offices of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
March 14, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Gameweaver, Inc;
Amended Form SB-2/A
Dear Sir/Madame:
We have acted as counsel to Gameweaver, Inc., a
Nevada corporation ("Gameweaver, Inc."), in connection with its
Amended Registration Statement on Form SB-2/A relating to
the registration of 7,666,667 shares of its common stock
("Shares").
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion,
including, but not limited to, the Articles of Incorporation
and Bylaws of Gameweaver, Inc.
Based upon the foregoing, it is our opinion that the
Gameweaver, Inc. is duly organized and validly existing as a
corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued,
fully paid, and non-assessable.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
CONTENTS
Independents 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
Statement of Cash Flows for the
Period November 3, 1999 (inception to December 31, 1999............F-5
Notes to Financial Statements.................................. .....F-6
Robinson, Hill & Co.
A Professional Corporation
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, stockholder's
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/
Robinson Hill and Company
Certified Public Accountants
Salt Lake City, Utah
January 17, 2000
1366 East Murrary-Holladay Road, Salt Lake City, Utah 84117-5050
Telephone 801/272-8045 Facsimile 801/277-9942
<TABLE>
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.)
(A Development Stage Company)
Balance Sheet
<CAPTION>
December 31, 1999
Assets: <C>
<S>
Cash
Other Assets $5,000
Total Assets 300,000
305,000
Liabilities:
Stockholder's 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 Gamweaver.com, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
<CAPTION>
For the Period Cumulative
November 3, since
1999 inception
(inception) to of
December 31, development
1999 stage
<C> <C>
<S>
Revenues $ - $ -
General and Administrative Expense 585 585
Research and Development Expense - -
Expenses: 585 585
Net Loss (585) (585)
Basic & Diluted loss per share $ -
</TABLE>
<TABLE>
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
<CAPTION>
Deficit
Accumulated
Additional During
Preferred Stock Common Stock Paid in Development
Shares Amount Shares Amount Capital Stage
<C> <C> <C> <C> <C> <C>
<S>
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>
<TABLE>
GAMEWEAVER, INC.
(A Wholly Owned Subsidiary or Gameweaver.com, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<CAPTION>
For the Period Cumulative
November 3, Since
1999 Inception
(Inception) to of
December 31, Development
1999 Stage
<C> <C>
<S>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(585) $(585)
Common Stock issued for Research and
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-INVESTING AND FINANCING
ACTIVITIES:
Common Stock exchanges 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 - ORGANIZAITON AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Gameweaver, Inc. is presented to
assist in understanding the Company's financial statments. 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.
Loss per Share
The reconciliations of the numerators and denominators of the basic loss per
share computations are as follows:
<TABLE>
For the Period November 3, 1999 (inception) to December 31, 1999
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
<C> <C> <C>
<S>
Basic Loss per Share
Loss to common Shareholders $ (585) 5,000,000 $ -
The effect of outstanding common stock equivalents would be anit-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.
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 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.
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
GAMEWEAVER, INC.
By: /s/ Richard Wilk
Richard Wilk, President
