SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. N/A)
WASATCH INTERACTIVE LEARNING
CORPORATION
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
936794
(CUSIP Number)
Elliot H. Lutzker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue, New York, New York 10158-0125
(212) 687-3860
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
January 20, 2000
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13D-1(b)(3) or (4), check the following box [ ].
Page 1 of 4 pages
<PAGE>
CUSIP No. 936794 SCHEDULE 13D Page 2 of 4 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carol E. Loomis
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 775,754.
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 775,754.
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,754
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4
Item 1. Security and Issuer.
This Statement relates to shares of common stock, $0.001 par value (the
"Common Stock"), of Wasatch Interactive Learning Corporation, a Washington
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 5250 South Commerce Drive, Salt Lake City, Utah 84107.
Item 2. Identity and Background.
(a) This Statement is filed on behalf of Carol E. Loomis, the registered
owner of the shares of Common Stock in respect of which this Statement has been
filed. (the "Reporting Person").
(b) The business address of the Reporting Person is c/o Wasatch Interactive
Learning Corporation, 5250 South Commerce Drive, Salt Lake City, Utah 84107 .
(c) The principal occupation of Carol E. Loomis is Vice President of
Development, Secretary and a Director of the Issuer.
(d) During the last five years the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years the Reporting Person has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
(f) Carol E. Loomis is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired 604,795 shares of Common Stock in connection
with the statutory merger of Wasatch Interactive Learning Corporation, a Utah
corporation (WILC-Utah) with and into the Issuer on February 4, 2000 pursuant to
an Agreement and Plan of Reorganization dated January 20, 2000, in exchange for
and in consideration of Ms. Morris' WILC-Utah stock, which she paid for in cash
with her personal funds.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares in connection with the Merger of
the Issuer with WILC-Utah as described in Item 3 above. Absent any change in
personal circumstances, the Reporting Person intends to maintain her equity
position in the Issuer and does not have any plans or proposals to engage in any
other extraordinary actions with the Issuer.
<PAGE>
Page 4 of 4
Item 5. Interest in Securities of the Issuer.
(a) Carol E. Loomis beneficially owns 775,754 shares of Common Stock,
representing approximately 9.9% of the outstanding shares of Common Stock of the
Issuer.(1)
(b) Carol E. Loomis has sole voting and dispositive power with respect to
775,754 shares of Common Stock including Shares underlying 120,959 currently
exercisable stock warrants and 50,000 options. All options are subject to
earlier vesting based on the Company's ability to achieve certain economic
goals. This excludes an aggregate of 200,000 shares underlying stock options
which are not currently exercisable and 120,959 shares underlying Class B Common
Stock Purchase Warrants issuable upon exercise of 120,959 Class A Common Stock
Warrants
(c) The Reporting Person has not, in the past sixty days, engaged in any
other transactions involving shares of Common Stock of the Issuer.
(d) and (e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Person disclaims beneficial ownership of an additional
346,251 and 137,500 shares of Common Stock and 69,250 and 27,500 Class A Common
Stock Purchase Warrants held by Desert Allegro LLC and Berea Holding LLC
respectively, established by Ms. Loomis' husband, Scott Loomis, with
pre-marriage assets for which Ms. Loomis is not a beneficiary nor a manager,
exercises no control to vote or dispose of the shares and of which she disclaims
beneficial ownership.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 19, 2000 /s/ Carol E. Loomis
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Carol E. Loomis
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(1) Based on 7,658,334 Shares of the Issuer outstanding as of April 10, 2000,
plus 170,959 shares issuable upon currently exercisable stock warrants and
options.
