SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File No.: 033-90355
GAMEWEAVER COM, INC.
(Exact name of registrant as it appears in its charter)
NEVADA 87-0542172
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
543 Granville Street, Suite 303, Vancouver, BC V6C 1XB
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (604)-683-2888
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
Financials
Game Weaver.com, Inc.
(A Development Stage Company)
Financial Statements
March 31, 2000
Index
Balance Sheet 1
Statements of Operations 2
Statement of Stockholders' Deficit 3
Statements of Cash Flows 4
Notes to Financial Statements 5-7
Gameweaver.Com, Inc.
(A Development Stage Company)
Financial Statements (Unaudited)
March 31, 2000
<TABLE>
Gameweaver.Com, Inc.
(A Development Stage Company)
Balance Sheet
<CAPTION>
<S> <C> <C>
March 31, December 31,
2000 2000
--------- -----------
(Unaudited)
Assets: $ 1015 -
TOTAL ASSETS ========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses$ - $ -
Loan Payable 10,000 -
---------- ------------
TOTAL LIABILITIES 10,000 -
---------- ------------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' DEFICIT
Common stock, $0.001 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 (1,471,445) (1,462,460)
------------ -------------
Total Stockholders' Deficit (8,985) -
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 1015 -
============ =============
</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>
<S> <C> <C>
For the Quarter Ended Cumulative
March 31, From Inception
(April 12, 1989)
---------------------- to March 31,
2000 1999 2000
------ ------- ----------------
REVENUE $ - $ - $ -
EXPENSES
General and Administrative
expenses 8,985 3,011 (1,471,445)
------ -------- ----------------
LOSS FROM OPERATIONS BEFORE
INCOME TAXES (8,985) (3,011) (1,471,445)
PROVISION FOR INCOME TAXES - - -
------- --------- ----------------
NET LOSS $ (8,986) $(3,011) $(1,471,445)
========= ========== ================
NET LOSS PER COMMON SHARE
Basic and diluted $(0.00) $(0.00)
========= ==========
</TABLE>
The Accompanying notes are an integral part of the financial statements.
<TABLE>
GAMEWEAVER.COM, INC
(A Development Stage Company)
Statement of Stockholders' Deficit
<CAPTION>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the Total
Common Stock Paid-in Development Stockholders'
Shares Amount Capital Stage Deficit
------ ------ ---------- ----------- -------------
Balance - April 12, 1989 30,087 $ 30 $23,193 $ - $23,223
Shares issued for patent rights,
March 1990, $0.01 per share 181,733 182 818 - 1,000
Shares issued for cash, April
1990, $0.86 per share 30,815 31 26,469 - 26,500
Shares issued for cash, Dec.
1990, $0.00 per share 167 - 5,000 - 5,000
Shares issued for services,
Dec. 1991, $29.94 per share 1,666 2 1,498 - 1,500
Shares issued for cash, Dec.
1992, $0.05 per share 666,666 666 35,363 - 36,029
Shares issued for services,
Dec. 1995, $0.10 per share 72,891 73 7,427 - 7,500
Additional loss for the
cumulative period April 12,
1989 through December 31, 1996 - - 82,488 - 82,488
Net loss for the cumulative
period April 12, 1989
through Dec. 31, 1996 - - - (190,567) (190,567)
-------- ------- -------- --------- ----------
Balance-Dec. 31, 1996
(Unaudited) 944,025 984 182,256 (190,567) (7,327)
Net Loss for the year
ended December 31, 1997 - - - (2,363) (2,363)
-------- -------- -------- --------- ----------
Balance-Dec. 31,1997
(Unaudited) 984,025 984 182,256 (192,930) (9,690)
Shares issued for cash,
Nov. 30, 1998, $0.00
per share 8,000,000 8,000 22,000 - 30,000
Net loss for the year
ended Dec. 31, 1998 - - - (21,949) (21,949)
--------- ---------- ---------- -------- ----------
Balance - Dec. 31, 1998 8,984,025 8,984 204,256 (214,879) (1,639)
One to three reverse
stock split (5,989,350) (5,989) 5,989 - -
---------- ---------- ---------- -------- ----------
Balance- Dec. 31, 1998
restated 2,994,675 2,995 210,245 (214,879) (1,639)
Shares Issued for Services 910,000 910 1,248,310 - 1,249,220
Net Loss for the Year Ended
December 31, 1999 - - - (1,247,581) (1,247,581)
---------- ----------- ---------- ----------- ----------
Balance- Dec. 31, 1999 3,904,675 3,905 1,458,555 (1,462,460) -
Net Loss for the Quarter
Ended March 31, 2000(Unaudited) - - - *8,985) (8,985)
---------- ----------- ----------- ----------- ----------
Balance- March 31, 2000
(Unaudited) $3,904,675 $3,905 $1,458,555 $(1,471,445) $(8,985)
========== =========== ============ =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
Gameweaver.com,Inc.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
<S> <C> <C> <C>
For The Quarter Ended Cumulative
March 31, (UNAUDITED) From Inception
---------------------- (April 12, 1989)
to March 31,
2000 1999 2000
-------- ------- ----------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (8,985) $(3,011) $(1,471,445)
Amortization - - 1,183
Common Stock issued for
services - - 1,258,220
Adjustments to reconcile
net loss to net cash used
by operating activities:
Other assets - - 11,029
Shareholder payable - - (3,003)
Decrease in accounts payable
and accrued expenses - 3,011 2,503
Increase in Loan Payable 10,000 - 10,000
--------- ---------- --------------
Net cash used by operating
activities 1,015 - (191,513)
--------- ---------- --------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Additional capital contributed - - 82,488
Issuance of common stock for cash - - 86,500
--------- ---------- --------------
Net cash provided by financial
activities - - 168,988
--------- ---------- --------------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 1,015 - 1,015
CASH AND CASH EQUIVALENTS-BEGINNING - - -
--------- ---------- --------------
CASH AND CASH EQUIVALENTS-ENDING $ 1,015 $ - $ 1,015
========= ========== ==============
SUPPEMENTAL 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
MARCH 31, 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 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.co,.
B) Use of Estimates
----------------
The preparation of financial statements in conformity with generally
acceptable 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 accoumulated losses since
inception. This situation raises substantial doubt about its ability
to continue as a 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.
E) Income Taxes
------------
Income taxes are provided for based on the liability method of
accounting pursuant to Statements 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
liabilties and their financial reporting amounts at each year-end.
F) Stock-Based Compensation
------------------------
Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation", encourages, but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue
to account for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related
Interpretations. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee
must pay to acquire the stock.
G) Earnings Per Share
------------------
During 1998, the Company adopted SFAS No. 128, "Earnings Per Share",
which requires presentation of basic earnings per share ("Diluted EPS").
The computation of basic earnings per share is computed by dividing
income available to common stockholders by the weighted average number
of outstanding common shares during the period. Diluted earnings per
share gives effect to all dilutive potential common shares outstanding
during the period. The computation of diluted EPS does not assume
conversion, exercise or contingent exercise of securities that would
have an antidilutive effect on earnings. The shares used in the
computations were as follows:
March 31,
---------------------------
Basic and diluted 1999 1998
---------- -----------
3,904,675 2,994,675
========== ============
During 1999, the Company had a 1 for 3 reverse stock split (see Note 2).
December 31, 1998 weighted shares outstanding give effect for the split.
H) Comprehensive Income
--------------------
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 130, "Reporting Comprehensive Income," was issued established
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 accompanyig
financial statements.
I) Impact of 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 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.
H) Equity Transactions
-------------------
In 1999, the Company agreed to a 1-for-3 reverse stock split. Prior to
the reverse stock split, the Company had 8,984,025 shares issued and
outstanding. The reverse stock split reduced the issued and outstanding
shares 2,994,675. The accompanying financial statements have been
restated to conform to the reverse stock split. Following the reverse
stock split, the Company issued 910,000 shares of common stock for
services rendered. The value of these shares have been calculated at
the market value of the stock at date of issuance.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are
included in this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without 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
2.1 Aquisition Agreement (incorporated
by reference from Companys SB/A
filed March 15th, 2000
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)
b) Reports on Form 8-K.
3/15 8-K showing notice of change in name.
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: May 11th, 2000 By:/s/
Richard J. Wilk, President
