-----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, C0I2QO67FKKcAfoPGnwdt+mNmHP5J+sNZuWQlvp9fRrirBRZPMh5nzlJJHWEofxx biG/qzH3gWghTDQZ6EUffg== 0000898430-01-503510.txt : 20020410 0000898430-01-503510.hdr.sgml : 20020410 ACCESSION NUMBER: 0000898430-01-503510 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRTGAME COM CORP CENTRAL INDEX KEY: 0001040022 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 330716247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29800 FILM NUMBER: 1787441 BUSINESS ADDRESS: STREET 1: 5230 CARROLL CANYON ROAD STREET 2: SUITE 318 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8583735001 MAIL ADDRESS: STREET 1: 5230 CARROLL CANYON ROAD STREET 2: SUITE 318 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: VIRTUAL GAMING TECHNOLOGIES INC DATE OF NAME CHANGE: 19980727 10QSB 1 d10qsb.txt FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 Commission File No. 0-29800 Virtgame.com Corp. ------------------ (Name of Small Business Issuer in its charter) Delaware 33-0716247 - ----------------------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5230 Carroll Canyon Drive Suite 318 San Diego, California 92121 - ---------------------------------------- -------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 858-373-5001 ------------ Virtual Gaming Technologies, Inc. --------------------------------- (former name) Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] The number of shares of common stock, $.00001 par value outstanding as of September 30, 2001 was 17,692,928. VIRTGAME.COM CORP. Table of contents for Form 10-QSB Quarter Ended September 30, 2001
Page Number PART 1 - FINANCIAL INFORMATION ITEM 1. Financial Statements . Consolidated Balance Sheets as of September 30, 2001 (unaudited) and December 31, 2000 ...................................................... 3 . Consolidated Statements of Operations (unaudited) for nine months and three months ended September 30, 2001 and 2000 ................................... 5 . Consolidated Statements of Cash Flows (unaudited) for nine months ended September 30, 2001 and 2000 ................................................ 6 . Notes to Consolidated Financial Statements (unaudited) ..................... 7 ITEM 2. Management's Discussion and Analysis or Plan of Operations ................. 10 PART 2 - OTHER INFORMATION .................................................................. 12
2 VIRTGAME.COM CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2001 and December 31, 2000 ASSETS
September 30, 2001 December 31, (Unaudited) 2000 ------------- ------------ Current Assets: Cash and cash equivalents $ 4,782 $ 123,053 Accounts receivable, net 174,650 Unbilled revenue 54,900 27,925 Prepaid expenses and other assets 103,752 20,964 Net assets of discontinued operations 11,010 ---------- ---------- Total current assets 338,084 182,952 ---------- ---------- Noncurrent assets: Deposits 8,762 8,466 Property and equipment, net 93,565 155,330 Capitalized software, net 1,002,963 985,495 ---------- ---------- Total noncurrent assets 1,105,290 1,149,291 ---------- ---------- Total assets $1,443,374 $1,332,243 ========== ==========
3 VIRTGAME.COM CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2001 and December 31, 2000 LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2001 December 31, (Unaudited) 2000 -------------- --------------- Current Liabilities: Accounts payable $ 178,430 $ 198,726 Accrued expenses 221,911 100,840 Current portion of capital lease obligation 6,569 5,423 Notes payable 238,590 201,090 -------------- -------------- Total current liabilities 645,500 506,079 Long Term Liabilities 4,322 9,643 -------------- -------------- Total liabilities 649,822 515,722 -------------- -------------- Shareholders' Equity Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued or outstanding - - Common stock, $.00001 par value; 30,000,000 shares authorized; 17,692,928 and 12,832,092 shares issued and outstanding 2001 and 2000, respectively; 1,527,552 and 125,857 issuable in 2001 and 2000, respectively 177 130 Additional paid-in capital 17,323,132 15,649,831 Accumulated deficit (16,529,757) (14,833,440) -------------- -------------- Total shareholders' equity 793,552 816,521 -------------- -------------- Total liabilities and shareholders' equity $ 1,443,374 $ 1,332,243 -------------- --------------
4 VIRTGAME.COM CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Nine and Three Months Ended September 30, 2001 and 2000
Nine Months Ended Sept. 30 Three Months Ended Sept. 30 2001 2000 2001 2000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) --------------- -------------- --------------- ---------------- Revenues: $ 513,635 $ 160,538 $ 143,350 $ 131,538 Operating Expenses: Salaries and payroll expenses 872,914 755,595 422,149 219,121 Other operating expenses 1,302,422 758,890 1,127,953 233,806 --------------- -------------- --------------- --------------- Total expenses from continuing operations before income taxes 2,175,336 1,514,485 1,550,102 452,927 --------------- -------------- --------------- --------------- Loss from continuing operations before financial expense (1,661,701) (1,353,947) (1,406,752) (321,389) Financial income (expense): Interest income 339 1,595 10 187 Interest expense (30,639) (19,248) (9,144) (6,813) Other income - 4,183 - 1,405 --------------- -------------- --------------- --------------- Total financial expense (30,300) (13,470) (9,134) (5,221) --------------- -------------- --------------- --------------- Loss from continuing operations before income taxes (1,692,001) (1,367,417) (1,415,886) (326,610) Income tax expense (4,316) (4,779) (207) (535) --------------- -------------- --------------- --------------- Loss from continuing operations (1,696,317) (1,372,196) (1,416,093) (327,145) Discontinued Operations Loss from discontinued operations (net of tax provision of $0) - (264,230) - (5,903) Net Loss $ (1,696,317) $ (1,636,426) $ (1,416,093) $ (333,048) =============== ============== =============== =============== Basic and diluted net loss per share $ (0.13) $ (0.14) $ (0.10) $ (0.03) =============== ============== =============== =============== Shares used to compute basic and diluted net loss per share 13,374,903 11,490,683 13,734,850 12,537,467 =============== ============== =============== ===============
5 VIRTGAME.COM CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2001 and 2000
Nine Months Ended September 30, 2001 2000 (Unaudited) (Unaudited) ------------ ----------- Cash flows from operating activities: Net loss from continuing operations $(1,696,317) $(1,372,196) Adjustments to reconcile net loss to net cash flows used in continuing operating activities: Depreciation and Amortization 91,026 202,984 Issuance of stock and options to consultants 669,684 -- Issuance of stock options to employees 213,700 -- Bad debts 94,750 -- Changes in operating assets and liabilities: Decrease (increase) in: Unbilled revenue (26,975) -- Accounts receivable, prepaid expenses and other current assets (352,188) 12,190 (Decrease) increase in: Accounts payable and accrued expenses 100,775 56,559 ----------- ----------- Net cash flows used in continuing operating activities (905,547) (1,100,463) ----------- ----------- Cash flows provided by (used in) discontinued operating activities 11,011 (26,435) Cash flows from investing activities: (Decrease) / Increase in deposits (296) 2,586 Investment in capitalized software (46,728) -- Purchase of equipment -- (149,310) ----------- ----------- Net cash flows used in investing activities (47,024) (146,724) ----------- ----------- Cash flows from financing activities: Net proceeds from issuance of common stock 434,964 839,998 Proceeds from exercise of options 355,000 -- Increase in notes payable 37,500 2,214 Principal (payments) borrowings under capital lease (4,175) 16,179 ----------- ----------- Net cash flows provided by financing activities 823,289 858,391 ----------- ----------- Net (decrease) in cash and cash equivalents (118,271) (415,231) Cash and cash equivalents at beginning of period 123,053 422,309 ----------- ----------- Cash and cash equivalents at end of period $ 4,782 $ 7,078 =========== =========== Supplemental Disclosures of Cash Flow Information Cash paid during the period for: Interest $ 30,639 $ 19,248 =========== =========== Income Taxes $ 4,316 $ 4,779 =========== ===========
6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------ Basis of Presentation - --------------------- These condensed consolidated financial statements of Virtgame.com Corp. (the "Company") do not include all of the information and footnotes required by accounting principles generally accepted in the United states of America for complete financial statements and should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB for 2000. In the opinion of management, the financial information set forth in the accompanying condensed consolidated financial statements reflects all adjustments necessary for a fair statement of the periods reported, and all such adjustments were of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. General - ------- During last year Virtgame.com corp. (formerly Virtual Gaming Technologies, Inc.) closed its Antigua office and discontinued marketing its casino and sportsbook operations in order to reduce overhead, focus on the Internet gaming software application business and execute its business plan as an Application Service Provider ("ASP") for the gaming and lottery industries. As a result of the Company closing its offshore office and discontinuing its casino and sportsbook, all the operations, assets and liabilities of the casino and sportsbook business have been reflected in the accompanying consolidated financial statements and discussions and analysis as discontinued operations. The Company has derived all of it continued operations revenues from software licenses or development contracts. The Company has also been focusing on developing proprietary "e-BorderControl" technology for its Internet gaming software applications, such as Internet lottery, casino and sportsbook markets. Virtgame.com has developed e-BorderControl technology that either keeps certain jurisdictions out of its system and or limits access to only a certain jurisdiction. The technology uses a variety of techniques, one being a proprietary database to limit Internet users of certain jurisdictions from doing e-commerce with specified Web sites, another technique to restrict access to a specified jurisdiction, such as a single state; uses a telephone caller origination identifier system together with Virtgame's plug-in proprietary Biometric Active User Verification System. During the fourth quarter of year 2000, Nevada Gaming Control Board approved the Company's Primeline System installed at Coast Resort in Las Vegas, Nevada. The system is strictly accessible by Nevada residents who become members to wager on Coast Resort's sportsbook. Coast Resorts has four casinos in Las Vegas, Nevada, the Sun Coast casino, the Gold Coast casino, the Barbary Coast casino and the Orleans. At the time of sign up, Nevada residents are provided with a user ID, a password and software to enable them place wagers remotely on Coast Resort's sportsbook using their personal computers. During the second quarter of year 2001 Nevada passed an Interactive Gaming Bill. With the passage of this law, the Company's near term focus is to provide the land based casinos in Nevada with software solutions to provide e-gaming systems that are secure, reliable and provide reasonable assurance that players are of lawful age from a jurisdiction where it is lawful to place such a bet. During the three months ended September 30, 2001, the Company continued finalizing completion of two of its contracts in the Latin American market, one of which is expected to go live in the fourth quarter of year 2001 and the other one is expected to go live in the first quarter of year 2002. Private Placement - ----------------- Between August 1999 and January 2000, the Company conducted a private placement of 1,400,000 shares of Common Stock, at a price of $1.50 per share, pursuant to Rule 506 under the 1933 Act. In that offering, the Company sold 1,301,600 shares of Common Stock for the gross proceeds of $1,952,400. In February and March 2000, the Company conducted a private placement of 1,000,000 shares of Common Stock, at a price of $1.50 per share, pursuant to Rule 506 under the 1933 Act. In that offering, the Company sold 240,000 shares of Common Stock for the gross proceeds of $360,000. In April 2000, the Company started a private placement of 1,000,000 shares of common stock, at a price of $0.50 per share, pursuant to rule 506 under the 1933 Act. In that offering, the Company sold a total of 1,020,000 shares of Common 7 Stock for the gross proceeds of $510,000. Proceeds from the sale of the shares were applied towards the Company's software development and working capital. In October 2000, the Company started a private placement of 1,000,000 shares of common Stock, at a price of $1.00 per share, pursuant to rule 506 under the 1933 Act. During that offering, 78,800 shares of Common Stock were sold for the gross proceeds of $78,800. Proceeds from the sale of the shares were applied towards the Company's software development and working capital. In March 2001, the Company started a private placement of 16 Units of 10% Subordinated Notes for a principal amount of $37,500 per Unit, and a warrant to purchase 150,000 shares of Common Stock of the Company. To date, 13 Units have been sold for the gross proceeds of $487,500. All, but one, holders of these notes have exercised their rights, under the terms of the note, to convert their notes to common stock at $0.25 per share, representing 1,950,000 shares of common stock issued this year. Proceeds of the sale of the shares were applied towards the Company's software development and working capital. There were finders involved in raising this capital and the finders received 3,100,000 options to buy the Company's share of common stock at $0.25 per share, of which 1,300,000 options were exercised during the three months ending September 30, 2001 and the balance is still outstanding at the time of this report. During the three months ended September 30, 2001, the Company issued 1,000,000 shares of common stock to one consultant. The Company has also agreed to issue 500,000 shares to another consultant, which is yet to be issued at the time of this report. The expenses related to the issuance of all of these shares are recognized in the third quarter of year 2001. Use of estimates - ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition - ------------------- During the quarter ending September 30, 2001 the Company continued generating revenue as an Internet software provider or Application Software Provider (ASP). The Company has derived all of its revenues from providing Internet Application Software services. For the prior year quarter, most of the Company's revenues were derived from operating an Internet casino and sportsbook for non-U.S. residents, which was discontinued in the second quarter of year 2000. These revenues are reflected in the consolidated statements of operations as discontinued operations. Software license fee revenue and related accounting pronouncements - ------------------------------------------------------------------ The Company recognizes software license fee revenue in accordance with the provisions of Statement of Position (SOP) 97-2, "Software Revenue Recognition," as amended by SOP 98-9, "Software Revenue Recognition, With Respect to Certain Transactions." Software license fees represent revenues related to licenses for software delivered to customers for in-house applications. Revenues from single-element software license agreements are recognized upon shipment of the software. Revenues from software arrangements involving multiple elements are allocated to the individual elements based on their relative fair values. If services are considered essential to the functionality of the software products, both the software product revenue and service revenue are recognized using the percentage of completion method in accordance with the provisions of SOP 81-1, "Accounting for performance of construction type and certain production type contracts." Contract revenues are recognized based on labor hours incurred to date compared to total estimated labor hours for the contract. Contract costs include all direct labor, direct material and indirect costs related to contract performance. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates. Hosting fees represent revenues from post-contract customer support services where the Company's software is resident on a company server and are recognized ratably over the hosting period. Event fees are recognized as the events take place. 8 Capitalized Software - -------------------- Effective January 1, 1999, the Company adopted Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." Among other provisions, SOP 98-1 requires that entities capitalize certain internal-use software costs once certain criteria are met. Under SOP 98-1, overhead, general and administrative and training costs are not capitalized. In addition, certain computer software costs are capitalized in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed," and are reported at the lower of unamortized cost or net realizable value. Capitalized software amortization expense for the quarters ended September 30, 2001 and 2000 was $70,379 and approximately $47,576 respectively. Research and development costs expensed for the quarters ended September 30, 2001 and 2000 was approximately $185,626 and $112,147, respectively. Income (Loss) per common share - ------------------------------ Basic income (loss) per common share has been computed on the basis of the weighted-average number of common shares outstanding and issuable under anti-dilution provisions during each period presented. Diluted per-share amounts assume the conversion of potential common stock, such as options and warrants. The common shares issuable upon exercise of employee stock options and stock warrants have not been included in the computation of diluted loss per common share because their inclusion would have had an anti-dilutive effect. 9 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. Plan of Operations - ------------------ During the quarter ending September 30, 2001 the Company continued to focus on the Internet gaming software application business and executing its business plan as an Application Service Provider ("ASP") by providing several Internet based application services for its customers and continued finalizing completion of two of its contracts in the Latin American market, one of which is expected to go live in the fourth quarter of year 2001 and the other one is expected to go live in the first quarter of year 2002. The Company's plan of operations is to provide software application services, sell and lease its software products to distributors of restricted on line content including Casinos, State and National Lotteries and any other application that requires controlling and assuring the geographical access point of users. The Company also intends to be the leading brand back-end Internet software provider to the licensed and land based gaming industry. Comparison of operations to prior year quarter - ---------------------------------------------- The company continued generating software application service revenues during the quarter ended September 30, 2001. Revenues from continuing operations were $143,350 for the three months ending September 30, 2001 and $131,538 for the prior year quarter ended September 30, 2000. Revenues from continuing operations were $513,635 for the nine months ended September 30, 2001 and $160,538 for the prior year nine months ending September 30, 2000. All revenues, except $160,538, earned in the prior year were from operating Internet casino and sportsbook operations and reflected as discontinued operations in the Statement of Operations for the nine months ended September 30, 2000. Operating expenses from continuing operations increased by 242% to $1,550,102 for the three months ended September 30, 2001 compared to $452,927 of operating expenses for continued operations during the prior year quarter. The increase in operating expenses was primarily due to non-cash expenses related to issuance of shares of common stock and options to consultants and employees. Interest expense increased to $9,144 for the three months ended September 30, 2001 from $6,813 for the prior three months ended September 30, 2000. The increase was due to higher notes payable. Operating expenses from continuing operations increased by 44% to $2,175,336 for the nine months ended September 30, 2001 compared to $1,514,485 of operating expenses for continued operations during the prior year period. The increase in operating expenses was primarily due to non-cash expenses related to issuance of shares of common stock and options to consultants and employees during the third quarter of year 2001 offset by $218,000 of capitalized software during the first quarter of year 2001and lower cash related expenses such as reduced number of employees during the current year. Interest expense increased to $30,639 for the nine months ended September 30, 2001 from $19,248 for the prior nine months ended September 30, 2000. The increase was due to higher notes payable. Net loss from continuing operations for the three months ended September 30, 2001 was $1,416,093 compared to net loss from continuing operations of $327,145 for the three months ended September 30, 2000. Net loss for the three months ended September 30, 2001 was $1,416,093 compared to net loss of $333,048 for the three months ended September 30, 2000. Net loss from continuing operations for the nine months ended September 30, 2001 was $1,696,317 compared to net loss from continuing operations of $1,372,196 for the nine months ended September 30, 2000. Net loss for the nine months ended September 30, 2001 was $1,696,317 compared to net loss of $1,636,426 for the nine months ended September 30, 2000. Liquidity and Capital Resources - ------------------------------- As of September 30, 2001 the Company had $4,782 in cash and cash equivalents compared to $123,053, including cash and cash equivalent of $7,510 included in net assets of discontinued operations, at December 31, 2000. Working capital deficit at September 30, 2001 improved by $15,711 to negative working capital of $307,416 from $323,127 on December 31, 2000. The decrease was due to proceeds of sale of shares of common stock during the period. The Company believes that it will require, at least, an additional $1,000,000 of capital over the next 12 months in order to fund its Internet gaming software development and to finance possible future losses from operations as the Company endeavors to build 10 revenue, enhance its existing software or develop new software. Thereby, in March 2001, the Company started a private placement of 16 Units of 10% Subordinated Notes for a principal amount of $37,500 per Unit, and a warrant to purchase 150,000 shares of Common Stock of the Company and plans to start a private placement of 1,000,000 shares of Common Stock, pursuant to Rule 506 under the 1933 Act. As of September 30, 2001, the Company had stockholders' equity of $793,552 compared to $816,521 at December 31, 2000. There can be no assurance that the Company will be able to obtain sufficient additional capital, either through the present private placement or otherwise, in order to fund the Company's working capital requirements in a timely manner. The report of the Company's independent accountants for the fiscal year ended December 31, 2000 states that due to recurring losses from operations, the absence of significant operating revenues and the Company's limited capital resources, there is substantial doubt about the Company's ability to continue as a going concern. Forward Looking Statements - -------------------------- This Quarterly Report contains forward-looking statements that are based on the Company's beliefs as well as assumptions made by and information currently available to the Company. When used in this Quarterly Report, the words "believe," "endeavor," "expect," "anticipate," "estimate," "intends," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions described in the Company's 2000 Annual Report on Form 10-KSB, including, without limitation, the Company's recent commencement of commercial operations; the absence of commercial acceptance of the Company's services and products by its potential customers; the absence of meaningful revenues as of the date of this registration statement; the Company's present financial condition and the risks and the availability of additional capital as and when required; the going concern opinion included in the report of the Company's independent accountants for the Company's fiscal year 2000; the risks and uncertainties of regulation of Internet gaming by the international community; the risks and uncertainties concerning technological changes; increased competition; and general economic conditions. Should on or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. The Company cautions potential investors not to place undue reliance on any such forward-looking statements all of which speak only as of the date made. 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings. ----------------- Inapplicable. Item 2. Changes in Securities. ---------------------- In March 2001, the Company started a private placement of 16 Units of 10% Subordinated Notes for a principal amount of $37,500 per Unit, and a warrant to purchase 150,000 shares of Common Stock of the Company. To date, 13 Units have been sold for the gross proceeds of $487,500. All, but one, holders of these notes have exercised their rights, under the terms of the note, to convert their notes to common stock at $0.25 per share. There were finders involved in raising this capital and the finders received 3,100,000 options to buy the Company's share of common stock at $0.25 per share, of which 1,300,000 options were exercised during the three months ending September 30, 2001 and the balance is still outstanding at time of this report. Item 3. Defaults Upon Senior Securities. ------------------------------- Inapplicable. Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- Inapplicable. Item 5. Other Information. ----------------- Inapplicable. Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits -------- None (b) Reports on Form 8-K ------------------- Inapplicable. SIGNATURES Pursuant to 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 thereunto duly authorized. Virtgame.com Corp. (Registrant) Date: November 9, 2001 /s/ BRUCE MERATI ----------------------------------- Bruce Merati Chief Financial Officer 12 -----END PRIVACY-ENHANCED MESSAGE-----