SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File No.: 033-03328-D
GAMEWEAVER COM, INC.
(Exact name of registrant as it appears in its charter)
NEVADA 87-0542172
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
543 Granville Street, Suite 303, Vancouver, BC V6C 1XB
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (604)-683-2888
For Period Ending June 30, 2000
Securities registered pursuant to Section 12 (g) of the Act:
Class A Common Stock $0.001 Par Value
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months ( or such shorter period that the registrant was required
to file such reports ) and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Item 1. Financials.
Attached.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended (the "Securities Act"), and Section 21 E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are
included in this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management believes that the
expectations reflected in these forward -looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation,
in conjunction with those forward - looking statements contained in this
Statement.
Corporate Objectives and Strategy
The Company objective is to become a leading provider of online direct
marketing and loyalty programs, establishing a niche, providing high quality
entertainment in the form of unique games and gaming to create site loyalty,
coupled with a point system to enhance the loyalty of the sites, reinforcing
visitors to return to the site. The Company's strategy is to acquire and/or
license additional unique games to enhance the uniqueness and quality of this
entertainment and content of the sites while integrating targeted email; and
web- based direct marketing offers with online loyalty programs to create
valuable benefits for both our consumer members and our business partners.
Using this strategy provides the consumers the opportunity to earn rewards by
playing, participating and responding to online offers and providing business
with online customer acquisition and retention tools.
There were no Operations this Quarter.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of matters To a Vote of Security Holders
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
<TABLE>
<S> <C>
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)
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Gameweaver Com Inc.
Dated: August 14, 2000
By:/s/
Richard J. Wilk, President
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
INDEX
<TABLE>
<S> <C>
BALANCE SHEETS. . . . . . . . . . . . . . . 1
STATEMENTS OF OPERATIONS. . . . . . . . . . 2
STATEMENTS OF STOCKHOLDERS' DEFICIT. . . . .3
STATEMENT OF CASH FLOWS. . . . . . . . . . .4
NOTES TO FINANCIAL STATEMENTS. . . . . . . .5-7
</TABLE>
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<CAPTION>
March 31, December 31,
2000 1999
---------- -------------
<S> <C> <C>
(unaudited)
ASSETS
TOTAL ASSTES $404 $-
======= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $- $-
Due to related parties 29,390 -
--------- ----------
TOTAL LIABILITIES 29,390 -
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value;
75,000,000 shares authorized
3,904,675 and 3,904,675 shares
issued and outstanding, respectively 3,905 3,905
Additional Paid-In Capital 1,458,555 1,458,555
Deficit accumulated during the
development stage (1,491,446) (1,462,460)
------------ ------------
Total stockholders' deficit (28,986) -
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $404 $-
============ ============
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
Cumulative
From Inception
For the For the (April 12, 1989)
Quarter Ended Six Months Ended to
March 31, June 30, March 31,
2000 1999 2000 1999 2000
----- ----- ----- ---- -------------
<S> <C> <C> <C> <C> <C>
REVENUE $- $- $- $- $-
EXPENSES
General and
administrative 20,001 3,011 28,986 12,833 (1,491,446)
------- ------ ------ ------ -----------
LOSS FROM
OPERATIONS
BEFORE INCOME
TAXES (20,001) (3,011) (28,986) (12,833) (1,491,446)
PROVISION FOR
INCOME TAXES - - - - -
---------- -------- -------- --------- -----------
NET LOSS $(20,001) $(3,011) $(28,986) $(12,833) $(1,491,446)
========= ======== ========= ========= ============
NET LOSS PER
COMMON SHARE
Basic and Diluted $(.00) $(.00) $(.00) $(.00) $(.00)
====== ====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
<CAPTION>
Additional
Common Stock Paid-In
------------ Capital
Shares Amount ---------
-------- --------
<S> <C> <C> <C>
Balance-April 12, 1989 30,087 $30 $23,223
Shares issued for
patent rights, March 1990
$0.01 per share 181,733 182 818
Shares issued for cash
April 1990
$0.86 per share 30,815 31 26,469
Shares issued for cash
December 1990
$0.00 per share 167 - 5,000
Shares isued for services
December 1991
$29,94 per share 1,666 2 1,498
Shares issued for cash
December 1992
$0.05 per share 666,666 666 35,363
Shares issued for services
December 1995
$0.10 per share 72,891 73 7,427
Additional loss for the
cumulative period
April 12, 1989 through
December 31, 1996 - - 82,488
Net loss for the cumulative
period April 12, 1989
through December 31, 1996 - - -
--------- ------- ---------
Balance
December 31, 1996
(Unaudited) 984,025 984 182,256
Net loss for the year ended
December 31, 1997 - - -
--------- -------- ----------
Balance
December 31, 1997 984,025 984 182,256
Shares issued for cash
November 30, 1998
$0.00 per share 8,000,000 8,000 22,000
Net loss for the year ended
December 31, 1998 - - -
---------- -------- -----------
Balance
December 31, 1998 8,984,025 8,984 204,256
One to three reverse
stock split (5,989,350) (5,989) 5,989
------------ -------- ---------
Balance
December 31, 1998 restated 2,994,675 2,995 210,245
Shares issued for services 910,000 910 1,248,310
Net loss for the year ended
December 31, 1999 - - -
------------- --------- --------
Balance
December 31, 1999 3,904,675 3,905 1,458,555
Net loss for the six months
ended June 30, 2000
(Unaudited) - - -
--------------- --------- ---------
Balance
June 30, 2000 (Unaudited) 3,904,675 $3,905 $1,458,555
========= ====== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
<CAPTION>
Deficit Accumulated
During the Total Stockholders'
Development Stage Deficit
------------------- -------------------
<S> <C> <C>
Balance
April 12, 1989 $- $23,223
Shares issued for
patent rights
MArch 1990
$0.01 per share - 1,000
Shares issued for cash
April 1990
$0.86 per share - 26,500
Shares issued for cash
December 1990
$0.00 per share - 5,000
Shares issued for services
December 1991
$29,94 per share - 1,500
Shares issued for cash
December 1992
$0.05 per share - 36,029
Shares issued for services
December 1995
$0.10 per share - 7,500
Additional loss for the
cumulative period
April 12, 1989 through
December 31, 1996 - 82,488
Net loss for the
cumulative period
April 12, 18989 through
December 31, 1996 (190,567) (190,567)
--------- ---------
Balance
December 31, 1996 (Unaudited) (190,567) (7,327)
Net loss for the year ended
December 31, 1997 (2,363) (2,363)
------- -------
Balance
December 31, 1997 (Unaudited) (192,930) (9,690)
Shares issued for cash
November 30, 1998
$0.00 per share - 30,000
Net loss for the year ended
December 31, 1998 (21,949) (21,949)
-------- --------
Balance
December 31, 1998 (214,879) (1,639)
One to three reverse
stock split - -
--------- -------
Balance
December 31, 1998 restated (214,879) (1,639)
Shares issued for services - 1,249,220
Net loss for the year ended
December 31, 1999 (1,247,581) (1,247,581)
----------- -----------
Balance December 31, 1999 (1,462,460) -
Net loss for the six months
ended June 30, 2000
(Unaudited) (28,986) (28,896)
--------- ---------
Balance
June 30, 2000 (Unaudited) $(1,491,446) $(28,986)
============ =========
</TABLE>
<TABLE>
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<CAPTION>
Cumulative
For the Six months ended From Inception
June 30, (Unaudited) (April 12, 1989)
------------------------- to June 30,
2000 1999 2000
---- ----- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(28,986) $(12,833) $(1,491,446)
Amortization - - 1,183
Common stock issued for services - - 1,258,220
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities
Other assets - - 11,029
Shareholder payable - - (3,003)
Increase in accounts
payable and accrued expenses - 10,814 2,503
Due to related parties 29,390 19 29,390
------ ------- ---------
Net cash provided by (used in)
operating activities 404 (2,000) (192,124)
------ -------- ---------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Cash acquired upon
reorganization of Company - - 23,540
------- --------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Additional capital contributed - 2,000 82,488
Issuance of common stock
for cash - - 86,500
--------- ---------- ------------
Net cash provided by
financial activities - 2,000 168,988
--------- ---------- ------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 404 - 404
CASH AND CASH EQUIVALENTS
BEGINNING - - -
--------- ----------- -------------
CASH AND CASH EQUIVALENTS
ENDING $404 $- $404
========= ============ ==============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid for interest $- $- $-
==== ==== ====
Cash paid for taxes $- $- $-
==== ==== ====
</TABLE>
The accompanying notes are an integral part of the financial
statements.
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Nature of Operations
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10 - QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management all adjustments ( consisting only of normal
recurring adjustments ) considered necessary for a fair presentation have been
included.
For further information, refer to the financial statements and footnotes
included in Form 10-KSB for the year ended December 31, 1999.
Gameweaver.com, Inc., (the "Company"), was incorporated on January 26, 1986 as
Vantage, Inc. under the laws of the State of Nevada. On April 12, 1989, the
Company ceased operations and is currently considered a development stage
enterprise with its business purpose being seeking a suitable merger/acquisition
or joint venture candidate. During 1995, the company changed its name from
Vantage, Inc. to Cofitras Entertainment, Inc. then subsequently on October 27,
1999 changed its name to BingoGold.com. On November 26, 1999, the Company then
changed its name from BingoGold.com to Gameweaver.com.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
c) Basis of Presentation
The Company has no operations and has accumulated losses since inception. This
situation raises substantial doubt about its ability to continue as going
concern. The accompanying financial statements do not include any adjustments
relative to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the outcome
of this uncertainty. Management is currently seeking one or more potential
business ventures through acquiring or merging with a company with viable
operations.
d) Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Income Taxes
Income taxes are provided for based on the liability method of accounting
pursuant to Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS No. 109"). Deferred income taxes, if any, are
recorded to reflect the tax consequences on future years of differences
between the tax bases of assets and liabilities and their financial reporting
amounts at each year-end.
f) Stock-Based Compensation
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", encourages, but does not require companies to record
compensation cost for stockbased employee compensation plans at fair value.
The Company has chosen to continue to account for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
Interpretations. Accordingly, compensation cost for stock options is measured
as the excess, if any, of the quoted market price of the Company's stock at the
date of the grant over the amount an employee must pay to acquire the stock.
g) Earnings Per Share
During 1998, the Company adopted SFAS No. 128, "Earnings Per Share", which
requires presentation of basic earnings per share ("Basic EPS") and diluted
earnings per share ("Diluted EPS").
The computation of basic earnings per share is computed by dividing income
available to common stockholders by the weighted average number of outstanding
common shares during the period. Diluted earnings per share gives effect to
all dilutive potential common shares outstanding during the period. The
computation of diluted EPS does not assume conversion, exercise or contingent
exercise of securities that would have an anti-dilutive effect on earnings. The
shares used in the computations were as follows:
<TABLE>
June 30,
2000 1999
---- ----
<S> <C> <C>
Basic and Diluted 3,904,675 8,984,025
========= =========
</TABLE>
During 1999, the Company had a 1 for 3 reverse stock split (see Note 2).
h) Comprehensive Income
In June 1998, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income", was issued establish standards for the
reporting and display of comprehensive income and its components in the
financial statements. As of December 31, 1999, the Company has no items that
represent comprehensive income, therefore, has not included a schedule
Comprehensive Income in the accompanying financial statements.
GAMEWEAVER.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i) Impact of the Year 2000 Issue
During the year ended December 31, 1999, the company conducted an assessment
of issues related to the Year 2000 and determined that it was necessary to
modify or replace portions of its software in order to ensure that its
computer systems will properly utilize dates beyond December 31, 1999. The
Company expects to complete any Year 2000 systems modifications and conversions
by the beginning of 1999. Currently, the Company does not expect that costs
associated with becoming Year 2000 compliant to be material. At this time the
Company cannot determine the impact of Year 2000 will have on its key customers
or suppliers. If the Company's customers or suppliers do not convert their
systems to become Year 2000 compliant, the Company may be adversely impacted.
The Company is addressing these risks in order to reduce the impact on the
Company.
NOTE 2- EQUITY TRANSACTIONS
In 1999, the Company agreed to a 1 for 3 reverse stock split. Prior to a
reverse stock split, the Company and had 8,984,025 shares issued and
outstanding. The reverse stock split reduced the used and outstanding shares
2,994,675. The accompanying financial statements have been restated to
conform to the reverse stock split. Following the reverse stock split, the
Company issued 910,000 shares of common stock for services rendered. The
value of these shares have been calculated at the market value of the stock at
date of issuance.
