-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhNX0blH8Zawb8WLaGI7KrlEBGO7MT6J4xezehRlT+0dRLuwHIg6zPieOZqDFmiM HhANgwOyTrPa0nR4zhTphA== 0001140361-03-002010.txt : 20030612 0001140361-03-002010.hdr.sgml : 20030612 20030612173048 ACCESSION NUMBER: 0001140361-03-002010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030612 GROUP MEMBERS: JACK PAGE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POKERSOFT CORP AVV CENTRAL INDEX KEY: 0001239962 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DEVEERSTRAAT STREET 2: PO BOX 840 CITY: CURACAO STATE: P8 ZIP: 00000 BUSINESS PHONE: 01159994615709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POKER COM INC CENTRAL INDEX KEY: 0001102432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980199508 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79006 FILM NUMBER: 03742651 BUSINESS ADDRESS: STREET 1: 1502-1166 ALBERNI ST VANCOUVER STREET 2: BRITISH COLUMBIA CITY: CANADA V6E 3Z3 STATE: A1 BUSINESS PHONE: 6046895998 MAIL ADDRESS: STREET 1: 1502-1166 ALBERNI ST VANCOUVER STREET 2: BRITISH COLUMBIA CITY: CANADA V6E 3Z3 SC 13D 1 doc1.htm Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   )*



POKER.COM INC.
(Name of Issuer)


Common Stock
(Title of Class of Securities)


30213S 207
(CUSIP Number)


POKERSOFT CORPORATION A.V.V.
7 Abraham de Veerstraat, P.O. Box 840
Curaçao, Netherlands Antilles
(599) 9-461-3709
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


March 31, 2003
(Date of Event which Requires Filling of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1 (f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

* 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 not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") 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
CUSIP No. 30213S 207

  1. Names of Reporting Persons.
POKERSOFT CORPORATION A.V.V.
I.R.S. Identification No.

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (  )       (b.)  (  )

  3. SEC USE ONLY

  4. Source of Funds*
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (  )

  6. Citizenship or Place of Organization
ARUBA (POKERSOFT CORPORATION A.V.V.)

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
3,000,000 Common Shares

8. Shared Voting Power
0

9. Sole Dispositive Power
3,000,000 Common Shares

10. Shared Dispositive Power
0

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (  )

  13. Percent of Class Represented by Amount in Row (11)
7.7%

  14. Type of Reporting Person
CO


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SCHEDULE 13D
CUSIP No. 30213S 207

  1. Names of Reporting Persons.
Jack Page
I.R.S. Identification No.

  2. Check the Appropriate Box if a Member of a Group*
(a.)  (  )       (b.)  (  )

  3. SEC USE ONLY

  4. Source of Funds*
OO

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (  )

  6. Citizenship or Place of Organization
SOUTH AFRICAN (JACK PAGE)

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
3,000,000 Common Shares

8. Shared Voting Power
0

9. Sole Dispositive Power
3,000,000 Common Shares

10. Shared Dispositive Power
0

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 Common Shares

  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (  )

  13. Percent of Class Represented by Amount in Row (11)
7.7%

  14. Type of Reporting Person
IN


3




Item 1. Security and Issuer

                   This Statement relates to Common Shares, with par value of $0.01, of Poker.com Inc. (the "Issuer"). The principal executive offices of the Issuer are located at Suite 630 – 1188 West Georgia Street, Vancouver, British Columbia, Canada V6E 4A2.


Item 2. Identity and Background.


(a)

Name:           Jack Page


(b)

Residence or business address:           93 East Lake Drive, Marina da Gama, Cape Town, South Africa 7945


(c)

Present Principal Occupation or Employment:           Mr. Page is not an officer or director of the Issuer.


(d)

Criminal Conviction:           During the last five years, Mr. Page has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


(e)

Court or Administrative Proceedings:           During the last five years, Mr. Page has not been and is not now 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.


(f)

Citizenship:           Mr. Page is a citizen of South Africa.


Item 3. Source and Amount of Funds or Other Consideration:

                   Mr. Page indirectly acquired the 3,000,000 common shares through PokerSoft Corporation A.V.V., a company which he wholly controls. The shares were acquired pursuant to a Master License Agreement dated March 31, 2003, between the issuer and PokerSoft Corporation, as the initial license fee for the purpose of the exclusive development of the Skill Poker system based on Poker.com’s patent pending technology.


Item 4. Purpose of Transaction

            State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:

                  On March 31, 2003, Mr. Page acquired 3,000,000 Common Shares of the Issuer indirectly through PokerSoft Corporation A.V.V. Following the issuance of the 3,000,000 Common Shares of the Issuer on March 31, 2003, which transaction gave rise to the obligation to file this report, Mr. Page owned a total of 3,000,000 Common Shares of the Issuer indirectly through PokerSoft Corporation A.V.V.
         
         Subject to market and business conditions and other factors, Mr. Page, either directly himself or through PokerSoft Corporation A.V.V., may purchase additional shares, maintain his present ownership of shares or sell some or all of the shares. At present, Mr. Page contemplates that such additional shares, if any, would also be purchased for investment purposes only.




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(a)

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

         Not applicable


(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

         Not applicable


(c)

A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

         Not applicable


(d)

Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

         Not applicable


(e)

Any material change in the present capitalization or dividend policy of the issuer;

         Not applicable


(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

         Not applicable


(g)

Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

         Not applicable


(h)

Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

         Not applicable


(i)

A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

         Not applicable


(j)

Any action similar to any of those enumerated above.

         Not applicable



Item 5. Interest in Securities of the Issuer.


(a)

         The aggregate number and percentage of Issuer Common Shares beneficially owned by Jack Page are 3,000,000 and 7.7%, respectively.


(b)

         See Items 7 through 10 on the Cover Pages of this Schedule 13D.


(c)

         Not applicable.



(d)

         Not applicable.


(e)

         Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

                   Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings, or relationships between Mr. Page, PokerSoft Corporation A.V.V. and any other person with respect to any securities of the Company.



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Item 7. Material to be Filed as Exhibits.

                   No exhibits to be filed.


Signature

        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:  April 11, 2003
  By: /s/ Jack Page
      Jack Page
  Title:    Jack Page 
  PokerSoft Corporation A.V.V., by its authorized signatory:

  By: /s/ 
      
  Title:    Dutch Antilles Management N.V. Edwin Geerman, Managing Director 
 


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