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: Marc Crimeni
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 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
Canada
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7 SOLE VOTING POWER
4,599,950 Shares of Common Stock
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,599,950 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
4,599,950 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)
12.26%
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14 TYPE OF REPORTING PERSON IND
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Marc Crimeni, an individual ("Crimeni") as the reporting person hereunder,
relative to the acquisition by Crimeni of certain shares of common stock issued
by Eduverse.Com. Crimeni has made one previous filing on Schedule 13D on
February 14, 2000.
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 Marc Crimeni, an individual and citizen of
Canada. The business address of Crimeni is 70 East 2nd Avenue, Vancouver,
British Columbia, Canada V5T 1B1.
Pursuant to General Instruction C of Schedule 13D, Crimeni (the
"Instruction C Person") 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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Marc Crimeni 70 East 2nd Avenue
Vancouver, British Columbia
Canada V5T 1B1.
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Marc Crimeni has the sole right to control the disposition of and vote the
Eduverse securities acquired.
During the last five (5) years, the Instruction C Person has not 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, U.S. federal or state securities laws or
finding any violation with respect to such laws.
On September 3, 1998, the British Columbia Securities Commission fined
Crimeni Cdn $10,000 for failing to disclose in a regulatory filing a pending
criminal proceeding involving the improper storage of a firearm. As a result of
this action, Crimeni agreed to resign any position he held as a director or
officer of a reporting issuer in British Columbia, not to serve as a director or
officer of any reporting issuer in British Columbia, and to not engage in any
investor relations activities until December 4, 1999. Crimeni completed an
educational program relating to securities and is eligible to serve as a
director or executive officer of a British Columbia reporting issuer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of a settlement agreement between Eduverse and Crimeni
dated March 14, 2001 (the "Settlement Agreement"), 1,663,000 shares of
restricted common stock of Eduverse were issued to Crimeni. The consideration
exchanged for the securities of Eduverse was the release and satisfaction by
Crimeni of a debt owed by Eduverse in the principal amount with accrued interest
of $71,022.20. A copy of the Settlement Agreement between Eduverse and Crimeni
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 Crimeni as follows:
(i) Eduverse had incurred debt inclusive of accrued interest in the
aggregate amount of $71,022.20 with Crimeni for either past financial,
administrative and managerial services performed by Crimeni pursuant
to executive officer position held with Eduverse and/or prior advances
made by Crimeni to Eduverse.
(ii) Eduverse entered into the Settlement Agreement with Crimeni whereby
Crimeni agreed to settle the debt owed to him by Eduverse and accept
the issuance of restricted common shares of Eduverse at the rate of
$0.04271 per share as settlement for all interest and principle due
and outstanding to Crimeni 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 Crimeni for satisfaction of such
debt.
Pursuant to the instructions for items (a) through (j) of Item 4, Crimeni
has plans as follows:
(a) As set forth in Item 3 of this Schedule, Crimeni has acquired
1,663,000 shares of restricted common stock of Eduverse. Crimeni may
consider the acquisition of additional securities of Eduverse, the
issuer, but has no present plans or proposals to do so.
(b) Crimeni has no present plans or proposals to cause a merger or effect
a liquidation or reorganization of Eduverse or to enter into
extraordinary corporate transactions.
(c) Crimeni has no present plans or proposals to cause a sale or transfer
of a material amount of assets of Eduverse.
(d) Crimeni plans to exercise the voting rights associated with ownership
of shares of common stock of Eduverse.
(e) Crimeni has no present plans or proposals to cause a material change
in the capitalization of Eduverse.
(f) Crimeni has no present plans or proposals to make any other material
change to the business or corporate structure of Eduverse.
(g) Crimeni has no 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) Crimeni has no present plans or proposals to cause Eduverse's common
stock from not being quoted on the OTC Bulletin Board.
(i) Crimeni has no 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) Crimeni has no 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 16,2001, Crimeni beneficially
owned 4,599,950 shares (or approximately 12.26% of the outstanding
shares) of Eduverse's common stock as follows:
Holder Number of Shares
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Marc Crimeni 2,936,950
Marc Crimeni 1,663,000
Total 4,599,950
(b) No Instruction C Person owns any other shares of common or preferred
stock of Eduverse. Crimeni has sole power to vote or to direct the
voting of the 4,599,950 shares of common stock of Eduverse held by
Crimeni.
(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 Crimeni,
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 Crimeni 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
Marc Crimeni.
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: March 16, 2001 /s/ Marc Crimeni
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Marc Crimeni
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:
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President
MARC CRIMENI
By:
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