U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 8, 2002
EDUVERSE.COM
(Exact name of small business issuer as specified in its charter)
NEVADA
(State or other Jurisdiction as Specified in Charter
00-27239 88-0277072
(Commission file number) (I.R.S. Employer Identification No.)
7583 Water View Way
Reno, Nevada 89511
(Address of Principal Executive Offices)
(360) 332-7734
(Issuer's telephone number)
Items 2 through 6 and 8 are not applicable
Item 1. Changes in Control of Registrant
(a) During the first quarter of fiscal year 2002, Eduverse.com, a Nevada
corporation (the "Company") engaged in a private placement offering under Rule
506 of Regulation D of the Securities Act of 1933, as amended (the "1933
Securities Act"). Pursuant to the terms of the private placement, the Company
offered 2,400,000 shares of its common stock at $0.125 per share to raise
$300,000. On approximately May 3, 2002, the Company terminated the offering
pursuant to which it had sold 2,000,000 shares of common stock at $0.125 per
share for aggregate gross proceeds of $250,000.00 The per share price of the
offering was arbitrarily determined by the Board of Directors based upon an
analysis of certain factors including, but not limited to, potential future
earnings, assets and net worth of the Company. The Company issued shares of
common stock to seven investors, none of which were accredited investors as that
term is defined under Regulation D. The investors executed subscription
agreements and acknowledged that the securities to be issued have not been
registered under the 1933 Securities Act, that the investors understood the
economic risk of an investment in the securities, and that the investors had the
opportunity to ask questions of and receive answers from the Company's
management concerning any and all matters related to acquisition of the
securities. No underwriter was involved in the transaction, and no commissions
or other remuneration were paid in connection with the offer and sale of the
securities.
(b) As a result of the private placement offering, there was a change in
control of the Company. The board of directors of the Company desires to set
forth the names and address, as of the date of this Report, and the approximate
number of shares of Common Stock owned of record or beneficially by each person
who owned of record, or was known by the Company to own beneficially, more than
five percent (5) of the Company's Common Stock, and the name and shareholdings
of each officer and director, and all officers and directors as a group. As of
the date of this Report, there are 3,000,000 shares of common stock issued and
outstanding.
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Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Class Class
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Common Stock Investor Communications 554,470 (1) 18.48%
International, Inc.
435 Martin Street, Suite 2000
Blaine, Washington 98230
Common Stock Alexander Cox 535,060 (1) 17.84%
755 Burrard Street
Suite 428
Vancouver, British Columbia
Canada V6Z 1X6
Common Stock Calista Capital Corp. 250,000 (1) 8.33%
P.O. Box W-961
St. Johns Antigua
West Indies
Common Stock Spartan Asset Group 250,000 (1) 8.33%
P.O. Box W-960
St. Johns Antigua
West Indies
Common Stock Pacific Rim Financial Inc. 250,000 (1) 8.33%
C/o Arundel House
31A St. James Square
London SW1Y 4JR
United Kingdom
Common Stock Eastern Capital Corp. 250,000 (1) 8.33%
C/o Northbrook Farm
Bentley Farnham
Hampshire GU10 5EU
United Kingdom
Common Stock Eiger Properties Inc. 250,000 (1) 8.33%
C/o P.O. Box CH-4002
Basel, Switzerland
Common Stock Rising Sun Capital Corp. 250,000 (1) 8.33%
96 Front Street
Hamilton HM12
Bermuda
Common Stock All current officers and directors -0- -0-
as a group (2 persons)
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(1) These are restricted shares of common stock.
There are no arrangements or understanding among the entities and
individuals referenced above or their respective associates concerning election
of directors or any other matters which may require shareholder approval.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Not Applicable.
SIGNATURES
In accordance with 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, hereunto duly authorized.
EDUVERSE.COM
Date: May 7, 2002 By: /s/ Grant Atkins
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Grant Atkins, President