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                       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 (Date of Earliest Event Reported): July 27, 2000

                                  EDUVERSE.COM
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             (Exact Name of Registrant as Specified in its Charter)

                                  NEVADA
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                 (State or Other Jurisdiction of Incorporation)

          000-27239                                    88-0277072
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  (Commission File Number)              (I.R.S. Employer Identification No.)

     1135 Terminal Way
     Suite 209
     Reno, Nevada                                         89502-2168
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(Address of Principal Executive Offices)                 (Zip Code)

                                 (775) 332-3325
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               (Registrant's Telephone Number, Including Area Code

                                 NOT APPLICABLE
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          (Former Name or Former Address, if changed Since Last Report)

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ITEM 5. OTHER EVENTS

     On October 10, 2000, the Registrant issued a press release  disclosing that
Mark E. Bruk has resigned  from his  positions  as  President,  Chief  Executive
Officer and Chair of the Board of Directors of eduverse.com  effective  [October
10, 2000]. Mr. Bruk ALSO will cease to be a director of eduverse.com.  The press
release, which is filed as Exhibit 99.1 to this Form 8-K and hereby incorporated
by reference, contains a more complete description of such events.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

Exhibit
Number         Description
- ------         -----------

99.1           Press Release, dated October 10, 2000, announcing the resignation
               of Mark E. Bruk

                                       2

                                    SIGNATURE

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                   EDUVERSE.COM

October 11, 2000                   By: /s/ Marc Crimeni
                                       --------------------------------------
                                       Marc Crimeni
                                       President and Chief Executive Officer

                                       3

                                 EXHIBIT INDEX

Exhibit
Number         Description
- ------         -----------

99.1           Press Release, dated October 10, 2000, announcing the resignation
               of Mark E. Bruk

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

EDUVERSE.COM CO-FOUNDER, PRESIDENT & CEO RESIGNS

Reno, Nevada,  October 10, 2000 -- Mark E. Bruk,  Co-Founder of eduverse.com(TM)
(OTC BB: EDUV),  announced today his  resignation as President,  Chief Executive
Officer and Chair of the Board of eduverse.com to pursue other  interests.  Marc
Crimeni,  Co-Founder and formerly Executive Vice President of eduverse.com,  has
been appointed CEO, President and Chair of the Board of Directors.

The Company wishes Mark success in his new endeavors.

"eduverse.com  is well positioned to take advantage of the products,  brands and
strategic  relationships  the Company has built over the past two years," stated
Marc Crimeni,  President and CEO of  eduverse.com.  "Over the next Quarter,  the
Company  will be focused on releasing a new premium  suite of  products,  adding
ed-commerce to our  freeENGLISH.com  web site,  leveraging  our existing  global
relationships,  and hiring an in-house investor relations professional to assist
in communicating the true value of eduverse.com's significant accomplishments."

About eduverse.com
- ------------------
eduverse.com  is building the world's largest  networked  audience by partnering
with  Ministries of Education.  Worldwide there are more students on Ministry of
Education networks with daily computer access than there are Internet users. The
Company is  partnered  with  Ministries  of  Education  in China,  Thailand  and
Malaysia, and is on schedule to complete 18 additional  partnership  agreements,
which combined represent over 650 million students, by 2001.

With its  proprietary  technology,  the  Company  currently  offers  Global  100
advertisers,  such as IBM,  Ford Motor and General  Electric,  the most advanced
targeting and delivery system for advertisements  available today. The Company's
technology can deliver  advertisements  targeted by age, gender,  school,  city,
country,  date-range,  time  span and  specialty  elements  via  Intranets,  the
Internet and CD-ROM.

eduverse.com also provides educational content to some of the Internet's leading
players including: AOL.com, StarTV.com,  Sina.com, Acer's 1to80.com, learn2.com,
ZapMe.com, Parlo.com and eHOLA.com. The Company's products are also available at
its web portal www.FreeEnglish.com.

eduverse.com is based in Reno, Nevada. For more information on the Company, call
(604) 623-4864 or visit the Company's  corporate web site at www.eduverse.com or
email info@eduverse.com.

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements. Some information included in this press release
contains statements that are forward-looking.  Such forward-looking  information
involves  significant  risks and  uncertainties  that could  affect  anticipated
results in the future and, accordingly, these results may differ materially from
those  expressed in any  forward-looking  statements made by or on behalf of the
company.  For a description of additional risks and uncertainties,  please refer
to the company's filings with the Securities and Exchange Commission.

Investor Relations
Contact:  Vaughn Barbon
Tel: (877) 623-4864, (604) 623-4869
Email: invest@eduverse.com