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)
May 6, 2002
(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 6 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 6 Pages
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1 NAME OF REPORTING PERSON: Pacific Rim Financial Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 Subscription Agreement
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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
Belize
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7 SOLE VOTING POWER
250,000 Shares of Common Stock
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 250,000 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
250,000 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)
8.33%
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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
Pacific Rim Financial, Inc. ("Pacific"), its sole director and officer, Robert
Bandfield ("Bandfield"), its sole shareholder, Four Winds Trust ("Four Winds"),
and the trustee Robert Bandfield ("Bandfield") as the reporting persons
hereunder, relative
SCHEDULE 13D
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CUSIP No. 281649103 Page 3 of 6 Pages
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to the acquisition by Pacific of certain shares of common stock issued by
Eduverse.Com. Neither Pacific, Bandfield nor Four Winds have made any previous
filings on Schedule 13D relating to this acquisition or issuer.
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
435 Martin Street, Suite 2000, Blaine, Washington 98230.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Pacific Rim Financial, Inc., a corporation
organized under the laws of Belize, its sole director and officer, Bandfield,
and its sole shareholder, Four Winds. The principal business and principal
office of Pacific and Bandfield is c/o Arundel House, 31A St. James Square,
London SW1Y 4JR, United Kingdom. The principal business and office of Four Winds
is Pelican House, James Street, Grand Turk, Turks & Caicos Islands, BWI.
Pursuant to General Instruction C of Schedule 13D, the executive officer
and director of Pacific, its sole director and office, and its sole shareholder,
and the person controlling Pacific (collectively, the "Instruction C Persons")
and the information specified in items (a) through (f) of Item 2 with respect to
each Instruction C Person, are as follows:
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Name Position with Pacific Business Address
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Robert Bandfield Director/President and Arundel House
Secretary 31A St. James Square
London SW1Y 4JR
United Kingdom
Four Winds Trust Shareholder Pelican House
James Street
Grand Turk
Turks & Caicos Islands
BWI
Robert Bandfield Trustee Pelican House
James Street
Grand Turk
Turks & Caicos Islands
BWI
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Bandfield is the sole director and officer and is the controlling person of
Pacific. Pacific and Bandfield have the sole right to control the disposition of
and vote the Eduverse securities acquired.
During the last five (5) years, no Instruction C Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has 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.
SCHEDULE 13D
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CUSIP No. 281649103 Page 4 of 6 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of a subscription agreement between Eduverse and Pacific
dated May 2, 2002 (the "Subscription Agreement"), 250,000 shares of restricted
common stock of Eduverse were issued to Pacific. The consideration exchanged for
the securities of Eduverse was payment by Pacific of $31,250.00.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of engaging
in a private placement of the shares of common stock of Eduverse as follows:
(i) During the first quarter of fiscal year 2002, Eduverse 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, Eduverse offered
2,400,000 shares of its common stock at $0.125 per share to raise
$300,000. On approximately May 3, 2002, Eduverse 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 potential future earnings, assets and
net worth of Eduverse.
(ii) Eduverse issued 250,000 shares of common stock to Pacific in
accordance with the Subscription Agreement. Pacific acknowledged that
the securities to be issued have not been registered under the 1933
Securities Act, 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 Eduverse'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.
Pursuant to the instructions for items (a) through (j) of Item 4, Pacific
has plans as follows:
(a) As set forth in Item 3 of this Schedule, Pacific has acquired 250,000
shares of restricted common stock of Eduverse. As set forth in Item 2
of this Schedule, Bandfield is the sole director and officer of
Pacific. Pacific and Bandfield may consider the acquisition of
additional securities of Eduverse, the issuer, but have no present
plans or proposals to do so.
(b) Neither Pacific nor Bandfield 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) Neither Pacific nor Bandfield have any present plans or proposals to
cause a sale or transfer of a material amount of assets of Eduverse.
(d) Pacific plans to exercise the voting rights associated with ownership
of shares of common stock of Eduverse.
(e) Neither Pacific nor Bandfield have any present plans or proposals to
cause a material change in the capitalization of Eduverse.
SCHEDULE 13D
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CUSIP No. 281649103 Page 5 of 6 Pages
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(f) Neither Pacific nor Bandfield have any present plans or proposals to
make any other material change to the business or corporate structure
of Eduverse.
(g) Neither Pacific nor Bandfield 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 Pacific nor Bandfield have any present plans or proposals to
cause Eduverse's common stock from not being quoted on the OTC
Bulletin Board.
(i) Neither Pacific nor Bandfield 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 Pacific nor Bandfield have any present plans or proposals to
take any action similar to any of those enumerated in (a) through (i)
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on May 6, 2002, Pacific beneficially owned
250,000 shares (or approximately 8.33% of the outstanding shares) of
Eduverse's common stock as follows:
Holder Number of Shares
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Pacific Rim Financial Inc. 250,000
Total 250,000
(b) No Instruction C Person owns any other common or preferred shares of
Eduverse. Pacific has the sole power to vote or to direct the voting
of the 250,000 common shares of Eduverse held by Pacific.
(c) As of May 6, 2002, 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 Pacific,
or Bandfield, by the directors, officers, controlling persons,
affiliates or subsidiaries, or by any associates of said parties, 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 Pacific has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
SCHEDULE 13D
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CUSIP No. 281649103 Page 6 of 6 Pages
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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
None.
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.
Pacific Rim Financial Inc.
Date: May 8, 2002 By: /s/ Robert Bandfield
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Robert Bandfield, President
Date: May 8, 2002 /s/ Robert Bandfield
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Robert Bandfield
Four Winds Trust
Date: May 8, 2002 By: /s/ Robert Bandfield
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Robert Bandfield, Trustee