Anyone,
How much revenue does interbet bring to the table?
I was searching around and I came up with a company called "Virtual Gaming Enterprises, Inc."
It sounds like these guys are just starting up if this is the same company......
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: June 16, 1998
(Date of earliest reported event)
VIRTUAL GAMING ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
INTERBET, INC.
(Former name of registrant)
Nevada 33-55254-43 87-0485308
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
2580 Seascape Glen
Escondido, CA 92026
(Address of Principal Executive Offices) (Zip Code)
Suite 110, 1777 Botelho Drive
Walnut Creek, California 94596
(Former address and Zip Code)
Registrant's telephone number, including area code: (619) 581-6832
Item 1. Changes in Control of Registrant.
Pursuant to a Stock Exchange Agreement and Plan of Reorganization closed on June 16, 1998, the sole stockholder of Virtual Gaming Enterprises, Inc. ("Virtual") acquired twelve million (12,000,000) shares of the Registrant's authorized and unissued common stock in a merger of Virtual into the Registrant. The merger followed an exchange of stock between Virtual and the Registrant which resulted
in each corporation owning the majority of the other corporation's issued and outstanding common stock between the closing date and the date of the merger, which was completed on June 24, 1998 by filing of Articles of Merger with the Nevada Secretary of State. Both corporations are and were incorporated in Nevada. The Registrant has been renamed Virtual Gaming Enterprises, Inc.
The exchange of stock and the merger of Virtual into the Registrant has resulted in (i) the issue to Virtual's sole stockholder of shares representing approximately fifty-one percent (51%) of the Registrant's issued and outstanding common stock at the completion of the transaction, (ii) the resignation, in connection with the exchange, of the Registrant's incumbent directors and officers and (iii) the election of Virtual's management, as the Registrant's
directors and officers. Except as described above with respect to the merger, Virtual's sole stockholder does not own, directly or indirectly, any othercommon stock of the Registrant.
As a result of the merger, the Registrant now has a total of 23,863,461 shares of common stock issued and outstanding, 11,863,461 constituting previously issued and outstanding shares and 12,000,000 constituting shares converted from Virtual's previously issued and outstanding shares.
The persons who were directors and the officers of Virtual prior to the merger are now the directors and officers of the Registrant. These persons and their securities ownership are as follows:
Number of Name Age Position Shares Percent
- ------------------ ------- ------------ ------------ ------------
Joseph M. Williams 26 CEO/COB 500,000 2.10%
Brenda J. Williams 49 Secretary/ 200,000 .80%
Treasurer
As a Group 700,000 2.90%
A Computer Aided Design Software Reseller employed Mr. Williams for the last year. Prior to working in the technology industry, Mr. Williams was a NASD Registered Representative for several firms. The final 2 1/2 years were spent as a manager for Olde Discount Stockbrokers.
Mrs. Williams has served as Secretary/Treasurer for several private corporations over the past 18 years. Mrs. Williams is very involved in the community and has served as President of "Friends of the Library" and "Great Books Foundation" as well as an instructor for "Read 2000 Literacy Training Programs" for adults.
The Registrant's executive offices have been relocated to Escondido, California.
Shares to be Issued and Exchanged
On the closing date Virtual shall issue 13,000,000 shares of its
authorized and unissued common stock ("Virtual stock") and deliver the Virtual
Stock to Interbet in exchange for 13,136,539 shares of Interbet's authorized and
unissued common stock ("Interbet Stock"); and, Interbet shall issue and deliver
the Interbet Stock to Virtual in exchange for the Virtual Stock. The Virtual
Stock and the Interbet Stock shall bear a restrictive legend pursuant to the
requirements of Regulation D under the Securities Act of 1933, as amended.
Following the exchange of stock contemplated by this Agreement the Virtual Stock
shall represent 52 percent of Virtual's then issued and outstanding common stock
and the Interbet Stock shall represent 52.55 percent of Interbet's then issued
and outstanding common stock. On the closing date and subject to the exchange of
stock (i) all of Interbet's directors and officers shall tender their respective
resignations ("Retiring Management") and Diablo Associates, individually and
collectively, shall tender their resignations; (ii) Virtual, as the majority
stockholder of Interbet, shall elect directors to fill vacancies on Interbet's
board of directors so created and Interbet's board of directors, then
constituted, shall elect Interbet's officers; (iii) Retiring Management shall
deliver all of Interbet's books and records to the newly elected officers of
Interbet; and, (iv) Interbet's bank accounts shall be blocked from withdrawals
and checks by the Retiring Management with telephone confirmation thereof, and
confirmation of the account balances made to the newly elected officers.
As soon as practicable following the exchange of stock contemplated by
this Agreement, the respective boards of directors and a majority of the
stockholders of Interbet and of Virtual shall approve Articles of Merger,
including a Plan of Merger, and such Articles shall be filed with the Secretary
of State of the State of Nevada in accordance with the laws thereof. The Plan of
Merger shall provide for the conversion of 12,000,000 issued and outstanding
shares of Virtual common stock held by persons other than Interbet into
12,000,000 shares of common stock of the surviving corporation, for conversion
of 11,863,461 issued and outstanding shares of Interbet common stock
held by persons other than Virtual into 11,863,461 shares of common stock of the
surviving corporation, and for the cancellation and retirement of the Virtual
Stock and the Interbet Stock, (with written notice of such cancellation being
given to the respective transfer agents), with the result that the surviving
corporation shall have a total of 23,863,461 shares of common stock issued and
outstanding immediately following the effective date of the merger contemplated
by this Agreement. Immediately following acceptance of the Articles of Merger by
the Secretary of State of Nevada, the surviving corporation, with the approval
of stockholders upon the recommendation of the board of directors, shall file
Articles of Amendment to its Articles of Incorporation changing the name of the
surviving corporation, to Virtual Gaming Enterprises. |
