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)
March 14, 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: Investor Communications
International, 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 DEBT
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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
Washington
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7 SOLE VOTING POWER
15,230,000 Shares of Common Stock
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 15,230,000 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
15,230,000 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)
40.61%
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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
Investor Communications International, Inc. ("ICI"), its sole shareholder, Nessa
Financial Corp. ("Nessa") and its president, secretary/treasurer and sole
director, Marcus M. Johnson ("Johnson") as the reporting persons hereunder,
relative to the acquisition by ICI of certain shares of common stock issued by
Eduverse.Com. Neither ICI, Johnson nor Nessa 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 Investor Communications International,
Inc., a corporation organized under the laws of the State of Washington, its
sole shareholder, Nessa Financial Corp., and its sole director, president,
secretary/treasurer, Marcus M. Johnson. The principal business and principal
office of ICI is 435 Martin Street, Suite 2000, Blaine, Washington 98230, the
address for Nessa is 60 Market Square, P.O. Box 364, Belize City, Belize, and
the address for Johnson is 4507 Lakeway Drive, Bellingham, Washington 98226.
Pursuant to General Instruction C of Schedule 13D, the executive officer
and director of ICI, its sole shareholder, and the person controlling ICI
(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 ICI Business Address
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Marcus M. Johnson Director/President, 4507 Lakeway Drive
Secretary/Treasurer Bellingham, WA 98226
Nessa Financial Sole Shareholder 60 Market Square
Corp. P.O. Box 364
Belize City, Belize
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Nessa Financial Corp. is the sole shareholder and, through Marcus M.
Johnson, is the controlling person of ICI. Johnson has 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of a settlement agreement between Eduverse and ICI dated
March 14, 2001 (the "Settlement Agreement"), 15,230,000 shares of restricted
common stock of Eduverse were issued to ICI. The consideration exchanged for the
securities of Eduverse was the release and satisfaction by ICI of a debt owed by
Eduverse in the principal amount with accrued interest of $456,896.55. A copy of
the Settlement Agreement between Eduverse and ICI is filed herewith as Exhibit
A.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of
satisfying the debt owed by Eduverse to ICI as follows:
(i) Eduverse had incurred debt inclusive of accrued interest in the
aggregate amount of $456,896.55 with ICI for either past financial,
administrative and managerial services performed by ICI pursuant to
contractual relations and/or prior advances made by ICI to Eduverse.
(ii) Eduverse entered into the Settlement Agreement with ICI whereby ICI
agreed to settle the debt owed to it by Eduverse and accept the
issuance of restricted common shares of Eduverse at the rate of $0.03
per share as settlement for all interest and principle due and
outstanding to ICI as of the date of the Settlement Agreement.
(iii) Eduverse desired to enter into the Settlement Agreement to clear its
financial books of this and other liabilities in order that Eduverse
could proceed with other financings, and is not in a financial
position to be able to pay cash to ICI for satisfaction of such debt.
Pursuant to the instructions for items (a) through (j) of Item 4, ICI has
plans as follows:
(a) As set forth in Item 3 of this Schedule, ICI has acquired 15,230,000
shares of restricted common stock of Eduverse. As set forth in Item 2
of this Schedule, Nessa Financial Corp. is the sole shareholder of ICI
and Marcus M. Johnson is the sole director, president,
secretary/treasurer of ICI. ICI and Johnson may consider the
acquisition of additional securities of Eduverse, the issuer, but have
no present plans or proposals to do so.
(b) Neither ICI, Nessa nor Johnson 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 ICI, Nessa nor Johnson have any present plans or proposals to
cause a sale or transfer of a material amount of assets of Eduverse.
(d) Johnson plans to exercise the voting rights associated with ownership
of shares of common stock of Eduverse.
(e) Neither ICI, Nessa nor Johnson have any present plans or proposals to
cause a material change in the capitalization of Eduverse.
(f) Neither ICI, Nessa nor Johnson have any present plans or proposals to
make any other material change to the business or corporate structure
of Eduverse.
(g) Neither ICI, Nessa nor Johnson 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 ICI, Nessa nor Johnson have any present plans or proposals to
cause Eduverse's common stock from not being quoted on the OTC
Bulletin Board.
(i) Neither ICI, Nessa nor Johnson 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 ICI, Nessa nor Johnson 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 March 14,2001, ICI beneficially owned
15,230,000 shares (or approximately 40.61% of the outstanding shares)
of Eduverse's common stock as follows:
Holder Number of Shares
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Investor Communications
International, Inc. 15,230,000
Total 15,230,000
(b) No Instruction C Person owns any other common or preferred shares of
Eduverse. Johnson has the sole power to vote or to direct the voting
of the 15,230,000 common shares of Eduverse held by ICI.
(c) As of March 14, 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 ICI, Nessa
or Johnson, 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 ICI 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
(a) Settlement Agreement dated March 14, 2001 between Eduverse.Com and
Investor Communications International, Inc.
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.
Investor Communications
International, Inc.
Date: March 16, 2001 By: /s/ Marcus Johnson
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Marcus Johnson, President
Nessa Financial Corp.
Date: March 16, 2001 By:
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President
SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 14th day of March, 2001 by and
between Eduverse.com, a Nevada corporation (the "Company") and Investor
Communications International, Inc. ("Investor").
RECITALS:
WHEREAS, the Investor has performed consulting and management services for
the Company in the past whereby the Company is indebted to Investor in the
aggregate amount of $456,896.55 for certain financial, administrative and
managerial services performed by Investor, and/or advances provided by Investor,
and/or accrued interest on unpaid amounts due to Investor thereunder; and
WHEREAS, the Company is indebted to Investor for repayment of such
aggregate amount of $456,896.55; and
WHEREAS, the Company and Investor acknowledge that the aggregate amount of
$456,896.55 is due and owing Investor (the "Debt"); and
WHEREAS, the Company agrees to issue to Investor 15,230,000 shares of its
restricted common stock at $0.03 per share (the "Shares") as full and complete
satisfaction of the Debt pursuant to Company Board of Directors authorized
resolutions dated March 14, 2001.
AGREEMENT
1. The Company shall issue to Investor 15,230,000 Shares in full and
complete satisfaction of the Debt.
2. Investor agrees to accept the issuance and delivery of 15,230,000 Shares
in full settlement and satisfaction of the Debt, and further agrees to release
and forever discharge the Company from any and all causes of action, debts, sums
of money, claims and demands whatsoever, in law or in equity, related to the
Debt, which Investor now or hereafter can, shall or may have.
3. Investor is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Investor understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Investor understands that it may be
required to bear the economic risk of this investment for an indefinite period
of time because there is currently no trading market for the Shares and the
Shares cannot be resold or otherwise transferred unless applicable federal and
state securities laws are complied with or exemptions therefrom are available.
4. Investor represents and warrants that the Shares are being acquired
solely for Investor's own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. Investor understands
that the Shares are nontransferable unless the Shares are registered under the
Securities Act and under any applicable state securities law or an opinion of
counsel satisfactory to the Company is delivered to the Company to the effect
that any proposed disposition of the Shares will not violate the registration
requirements of the Securities Act and any applicable state securities laws.
Investor further understands that the Company has no obligations to register the
Shares under the Securities Act or to register or qualify the Shares for sale
under any state securities laws, or to take any other action, through the
establishment of exemption(s) or otherwise, to permit the transfer thereof.
5. Investor has had an opportunity to ask questions of and received answers
from the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
6. This Settlement Agreement shall be effective as of March 14, 2001, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
EDUVERSE.COM,
a Nevada Corporation
By: /s/ Grant Atkins
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President
INVESTOR COMMUNICATIONS
INTERNATIONAL, INC.
By:
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President