SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
EDUVERSE.COM
(Name of Issuer)
Common Stock -- par value $0.001
(Title of Class of Securities)
281649103
(CUSIP Number)
Diane D. Dalmy, Esq.
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 2001
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d- 7(b)for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 281649103 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON: Syncro-Data Systems, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: n/a
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS CASH
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
2,000,000 Shares of Common Stock
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,000,000 Shares of Common Stock
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.33%
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14 TYPE OF REPORTING PERSON CO
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Syncro-Data Systems, Ltd., a corporation organized under the laws of Canada
("Syncro-Data"), and Daniel J. Brimm, the controlling shareholder of Syncro-Data
("Brimm") as the reporting persons hereunder, relative to the acquisition by
Syncro-Data of certain shares of common stock of Eduverse.Com. Neither
Syncro-Data nor Brimm have made any previous filings on Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.001 par value, of
Eduverse.Com ("Eduverse"). Eduverse maintains its principal executive offices at
70 East 2nd Avenue, Vancouver, British Columbia, Canada V5T 1B1.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Syncro-Data Systems, Ltd., a corporation
organized under the laws of Canada, and its controlling shareholder, Daniel J.
Brimm, an individual and citizen of Canada. The business address of Snycro-Data
is 2621 Uplands Court, Coquitlam, British Columbia, Canada V3E 2N9. The business
address of Brimm is 2621 Uplands Court, Coquitlam, British Columbia, Canada V3E
2N9.
Pursuant to General Instruction C of Schedule 13D, the executive officers
and directors and the person controlling Syncro-Data Systems, Ltd. (the
"Instruction C Persons") and the information specified in items (a) through (f)
of Item 2 with respect to such Instruction C Person, are as follows:
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Name Business Address
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Syncro-Data Systems, Ltd. 2621 Uplands Court
Coquitlam, British Columbia
Canada V3E 2N9
Daniel J. Brimm 2621 Uplands Court
Coquitlam, British Columbia
Canada V3E 2N9
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Syncro-Data and Brimm have the sole right to control the disposition of and
vote the Eduverse securities acquired.
During the last five (5) years, none of the Instruction C Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or become subject to 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On approximately April 26, 2001, pursuant to a private transaction not
involving a public sale, Vaughn Barbon, an individual and resident of Canada
("Barbon") sold 2,000,000 shares of restricted Common Stock to Syncro-Data at a
price of $0.01 per share for an aggregate consideration of approximately
$20,000. On April 26, 2001, Barbon held of record 3,018,953 shares of restricted
Common Stock. The 2,000,000 shares of Common Stock acquired by Syncro-Data are
restricted securities. Syncro-Data executed a document in which it acknowledged
that the securities had not been registered under the Securities Act of 1933, as
amended, that it understood the economic risk of an investment in the
securities, and that it had the opportunity to ask questions of and receive
answers from management of Eduverse.Com concerning any and all matters related
to the acquisition of securities. No underwriter was involved in the
transaction, and no commissions or other remuneration were paid in connection
with the sale and purchase of the securities.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of
providing Syncro-Data with an equity position relating to the proposed sale and
purchase by Syncro-Data of substantially all of the assets of Eduverse, which
has been reported in an 8-K report filed on approximately March 20, 2001.
Pursuant to the instructions for items (a) through (j) of Item 4,
Syncro-Data has plans as follows:
(a) As set forth in Item 3 of this Schedule, Syncro-Data has acquired
2,000,000 shares of restricted common stock of Eduverse. Brimm is the
controlling shareholder of Syncro-Data. Syncro-Data and Brimm may
consider the acquisition of additional securities of Eduverse, the
issuer, but have no present plans or proposals to do so.
(b) Neither Syncro-Data nor Brimm have any present plans or proposals to
cause a merger or effect a liquidation or reorganization of Eduverse
or to enter into extraordinary corporate transactions.
(c) Syncro-Data does have present plans or proposals to cause a sale or
transfer of a material amount of assets of Eduverse described as
follows:
The board of directors of Eduverse, at a special meeting held on
March 2, 2001, unanimously approved a share purchase agreement dated
March 2, 2001 (the "Share Purchase Agreement") between Eduverse and
Syncro-Data Systems, Ltd. (the "Proposed Transaction"), and directed
that the Share Purchase Agreement be submitted to shareholders of
Eduverse for their approval. The Proposed Transaction will be
consummated pursuant to the terms of the Share Purchase Agreement
subject to fulfillment of certain conditions, including the
shareholder approval requirement. The Share Purchase Agreement
provides for the sale by Eduverse to Syncro-Data of all of the issued
and outstanding shares of common stock of Eduverse Dot Com, Inc.,
Eduverse's wholly-owned subsidiary (the "Subsidiary"), held by
Eduverse. The Share Purchase Agreement further provides that (i)
Syncro-Data has paid the ongoing expenses of the Subsidiary to date in
the approximate amount of $50,000; (ii) Syncro-Data has agreed to
recognize certain liabilities of the Subsidiary; and (iii) the
Subsidiary will retain all of its right, title and interest in and to
certain intellectual property rights and other property, including
accounts receivable, contract revenue and outstanding cash in the
approximate amount of $900.00. Eduverse and Syncro-Data have agreed to
close the Proposed Transaction at the earlier of June 30, 2001 or
after the special meeting of shareholders, to be held June 1, 200l,
where such approval is required to authorize and complete the Proposed
Transaction.
Based upon review of a wide variety of factors considered in
connection with its evaluation of the sale of assets, the board of
directors of Eduverse believe that the sale of substantially all of
the assets of Eduverse, through consummation of the Share Purchase
Agreement, would be fair to and in the best interests of Eduverse and
its shareholders. On June 1, 2001, pursuant to a special shareholder
meeting, shareholders of Eduverse will be asked to approve the sale of
substantially all of the assets of Eduverse to Syncro-Data pursuant to
the terms and conditions of the Share Purchase Agreement.
Eduverse has prepared a preliminary proxy statement in accordance
with the rules and regulations of the Exchange Act of 1934, as
amended, and has filed the preliminary proxy statement with the
Securities and Exchange Commission for subsequent distribution to its
shareholders. Fifty-two percent of the issued and outstanding shares
of common stock entitled to vote, represented in person or by proxy,
is required for a quorum at the special meeting. The affirmative vote
of shareholders holding a majority of the shares of common stock
present, or represented, at the special meeting is required to approve
the Share Purchase Agreement.
(d) Syncro-Data and Brimm plan to exercise the voting rights associated
with ownership of shares of common stock of Eduverse.
(e) Neither Syncro-Data nor Brimm have any present plans or proposals to
cause a material change in the capitalization of Eduverse.
(f) Except as described above in subparagraph (c), neither Snycro-Data nor
Brimm have any further plans or proposals to make any other material
change to the business or corporate structure of Eduverse.
(g) Neither Syncro-Data nor Brimm have any present plans or proposals to
change Eduverse's charter, bylaws or instruments corresponding thereto
or to take other actions that impede the acquisition of control of
Eduverse by any person.
(h) Neither Syncro-Data nor Brimm have any present plans or proposals to
cause Eduverse's common stock from not being quoted on the OTC
Bulletin Board.
(i) Neither Syncro-Data nor Brimm have any present plans or proposal
relating to a class of securities of Eduverse becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934.
(j) Neither Syncro-Data nor Brimm have any present plans or proposals to
take any action similar to any of those enumerated in (a) through (i)
above, except as disclosed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on May 2, 2001, Synro-Data beneficially
owned 2,000,000 shares (or approximately 5.33% of the outstanding
shares) of Eduverse's common stock as follows:
Holder Number of Shares
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Syncro-Data Systems, Ltd. 2,000,000
Total 2,000,000
(b) No Instruction C Person owns any other shares of common or preferred
stock of Eduverse. Brimm has sole power to vote or to direct the
voting of the 2,000,000 shares of common stock of Eduverse held by
Syncro-Data.
(c) As of May 2, 2001, and within the sixty day period prior thereto, to
the best knowledge and belief of the undersigned, no transactions
involving Eduverse equity securities had been engaged in by
Syncro-Data, or by any associates of said party, nor do any of said
parties have any right to acquire such securities.
(d) To the best knowledge and belief of the undersigned, no person other
than Syncro-Data has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No contracts, arrangements, understandings or relationships among the
persons named in Item 2 exist with respect to securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
SIGNATURES
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.
Date: May 11, 2001 Syncro-Data Systems, Ltd.
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By: /s/ Daniel J. Brimm
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Daniel J. Brimm, President