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: March 14, 2001
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.)
1135 Terminal Way, Suite 209
Reno, Nevada 89502-2168
(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) On March 14, 2001, the board of directors of Eduverse.Com, a Nevada
corporation (the "Company") authorized the execution of settlement agreements
with certain creditors of the Company and the subsequent issuance of an
aggregate 23,058,000 shares of its restricted common stock.
The Company has incurred debt inclusive of accrued interest in the
aggregate amount of $768,889.44 with certain creditors of the Company (the
"Creditor(s)"). Such debt due and owing by the Company relates to either (i)
prior financial, administrative and/or managerial services performed by the
respective Creditor pursuant to contractual relations with the Company; (ii)
prior services performed by the respective Creditor pursuant to employment
relations with the Company; or (iii) prior advances made by the respective
Creditor to the Company. Therefore, the Company entered into separate settlement
agreements dated March 14, 2001, respectively, with each Creditor (the
"Settlement Agreement(s)"), whereby each Creditor agreed to settle the debt owed
to it by the Company and accept the issuance of restricted common shares of the
Company as settlement for all interest and principle due and outstanding to such
Creditor as of the date of the Settlement Agreement. On March 14, 2001, the
Company issued an aggregate of 23,058,000 of its restricted common shares to the
respective Creditors as follows:
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Name of Creditor Aggregate Dollar Rate per Number of Shares of
Amount of Debt Share Common Stock Issued
- --------------------------------------------------------------------------------
Vaughn Barbon $127,630.30 $0.0427 2,989,000
Marc Crimeni $ 71,022.20 $0.04271 1,663,000
Ewerks $ 11,086.83 $0.4264 260,000
Jeffrey Mah $ 49,657.27 $0.0427 1,163,000
Investor Communications $456,896.55 $0.0300 15,230,000
International, Inc.
Alexander Cox $ 52,592.97 $0.0300 1,753,000
- --------------------------------------------------------------------------------
(b) As a result of the issuance of 23,058,000 shares of restricted Common
Stock on March 14, 2001, which represented approximately 160% of the issued and
outstanding shares of Common Stock, there was a change in control of the
Company. The following table sets forth the name 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.
- -------------------------------------------------------------------------------------------
Title of Class Name and Address of Amount and Percent of
Beneficial Owner Nature of Class Class
- -------------------------------------------------------------------------------------------
(1)
Common Stock Investor Communications 15,230,000 40.61%
International, Inc.
435 Martin Street, Suite 2000
Blaine, Washington 98230
(1)
Common Stock Marc Crimeni 4,599,950 12.26%
70 East 2nd Avenue
Vancouver, British Columbia
Canada V5T 1B1
(1)
Common Stock Vaughn Barbon 3,018,953 8.05%
56-7501 Cumberland St.
Burnaby, British Columbia
Canada V3N 4Y1
(1)
Common Stock Mark E. Bruk 3,583,186 9.55%
302-738 Broughton St.
Vancouver, British Columbia
Canada V6G 3A7
- --------------------------------------------------------------------------------------------
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) Exhbits.
6.15. Settlement Agreement dated March 14, 2001 between Eduverse.Com
and Vaughn Barbon.
6.16. Settlement Agreement dated March 14, 2001 between Eduverse.Com
and Marc Crimeni.
6.17 Settlement Agreement dated March 14, 2001 between Eduverse.Com
and Investor Communications International, Inc.
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: March 16, 2001 By: /s/ Grant Atkins
- -------------------- --------------------
Grant Atkins, 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 Vaughn Barbon
("Barbon").
RECITALS:
WHEREAS, the Barbon has performed consulting and management services for
the Company in the past whereby the Company is indebted to Barbon in the
aggregate amount of $127,630.30 for certain financial, administrative and
managerial services performed by Barbon, and/or advances provided by Barbon,
and/or accrued interest on unpaid amounts due to Barbon thereunder; and
WHEREAS, the Company is indebted to Barbon for repayment of such aggregate
amount of $127,630.30; and
WHEREAS, the Company and Barbon acknowledge that the aggregate amount of
$127,630.30 is due and owing Barbon (the "Debt"); and
WHEREAS, the Company agrees to issue to Barbon 2,989,000 shares of its
restricted common stock at $0.0427 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 Barbon 2,989,000 Shares in full and complete
satisfaction of the Debt.
2. Barbon agrees to accept the issuance and delivery of 2,989,000 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 Barbon now or hereafter can, shall or may have.
3. Barbon is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Barbon understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Barbon 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. Barbon represents and warrants that the Shares are being acquired solely
for Barbon's own account, for investment purposes only, and not with a view to
or in connection with, any resale or distribution. Barbon 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.
Barbon 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. Barbon 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:
--------------------------
President
VAUGHN BARBON
By:
--------------------------
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 Marc Crimeni
("Crimeni").
RECITALS:
WHEREAS, the Crimeni has performed consulting and management services for
the Company in the past whereby the Company is indebted to Crimeni in the
aggregate amount of $71,022.20 for certain financial, administrative and
managerial services performed by Crimeni, and/or advances provided by Crimeni,
and/or accrued interest on unpaid amounts due to Crimeni thereunder; and
WHEREAS, the Company is indebted to Crimeni for repayment of such aggregate
amount of $71,022.20; and
WHEREAS, the Company and Crimeni acknowledge that the aggregate amount of
$71,022.20 is due and owing Crimeni (the "Debt"); and
WHEREAS, the Company agrees to issue to Crimeni 1,663,000 shares of its
restricted common stock at $0.04271 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 Crimeni 1,663,000 Shares in full and complete
satisfaction of the Debt.
2. Crimeni agrees to accept the issuance and delivery of 1,663,000 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 Crimeni now or hereafter can, shall or may have.
3. Crimeni is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Crimeni understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Crimeni 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. Crimeni represents and warrants that the Shares are being acquired
solely for Crimeni's own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. Crimeni 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.
Crimeni 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. Crimeni 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:
------------------------
President
MARC CRIMENI
By:
------------------------
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
--------------------
President
INVESTOR COMMUNICATIONS
INTERNATIONAL, INC.
By:
--------------------
President