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)
May 6, 2002
(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 6 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 6 Pages
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1 NAME OF REPORTING PERSON: Calista Capital Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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 Subscription Agreement
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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
Turks & Caicos Islands, BWI
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7 SOLE VOTING POWER
250,000 Shares of Common Stock
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 250,000 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
250,000 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)
8.33%
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14 TYPE OF REPORTING PERSON CO
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Calista Capital Corp. ("Calista"), its sole director and officer, Michael
Jackson ("Jackson"), its sole shareholder, Ocean & Sea Empire Trust ("Ocean &
Sea"), and Dana Peddie, the sole trustee of Ocean & Sea ("Peddie"), as the
SCHEDULE 13D
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CUSIP No. 281649103 Page 3 of 6 Pages
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reporting persons hereunder, relative to the acquisition by Calista of certain
shares of common stock issued by Eduverse.com. Neither Calista, Jackson, Ocean &
Sea, nor Peddie have made any previous filings on Schedule 13D relating to this
acquisition or issuer.
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
435 Martin Street, Suite 2000, Blaine, Washington 98230.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Calista Capital Corp., a corporation
organized under the laws of Turks & Caicos Islands, BWI, its sole director and
officer, Jackson, its sole shareholder, Ocean & Sea Empire Trust, and the sole
trustee Dana Peddie. The principal business and principal office of Calista and
Jackson is P. O. Box W-961, St. Johns, Antigua. The principal business for Ocean
& Sea is 12 The Green, Stoford, Somerset, England BZ22pUD, and the address for
Peddie is 148 Garepy Crescent, Edmonton, Alberta, Canada T6M 1A1.
Pursuant to General Instruction C of Schedule 13D, the executive officer
and director of Calista, its sole shareholder, and the person controlling Ocean
& Sea (collectively, the "Instruction C Persons") and the information specified
in items (a) through (f) of Item 2 with respect to each Instruction C Person,
are as follows:
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Name Position with Calista Business Address
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Michael Jackson Director/President and P.O. Box W-961
Secretary St. Johns, Antigua
Ocean & Sea Empire Shareholder 12 The Green
Trust Stoford, Somerset
England BZ229UD
Dana Peddie Trustee 148 Garepy Crescent
Edmonton, Alberta
T6M 1A1
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Michael Jackson ("Jackson") is the President/Secretary and sole director of
Calista and controlling person of Calista. Calista has the sole right to control
the disposition of and vote the Eduverse securities acquired by Calista.
During the last five (5) years, no Instruction C Person has 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, federal or state securities laws or finding any violation with respect to
such laws.
SCHEDULE 13D
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CUSIP No. 281649103 Page 4 of 6 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of a subscription agreement between Eduverse and Calista
dated May 2, 2002 (the "Subscription Agreement"), 250,000 shares of restricted
common stock of Eduverse were issued to Calista. The consideration exchanged for
the securities of Eduverse was payment by Calista of $31,250.00.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of engaging
in a private placement of the shares of common stock of Eduverse as follows:
(i) During the first quarter of fiscal year 2002, Eduverse engaged in a
private placement offering under Rule 506 of Regulation D of the
Securities Act of 1933, as amended (the "1933 Securities Act").
Pursuant to the terms of the private placement, Eduverse offered
2,400,000 shares of its common stock at $0.125 per share to raise
$300,000. On approximately May 3, 2002, Eduverse terminated the
offering pursuant to which it had sold 2,000,000 shares of common
stock at $0.125 per share for aggregate gross proceeds of $250,000.00
The per share price of the offering was arbitrarily determined by the
Board of Directors based upon potential future earnings, assets and
net worth of Eduverse.
(ii) Eduverse issued 250,000 shares of common stock to Calista in
accordance with the Subscription Agreement. Calista acknowledged that
the securities to be issued have not been registered under the 1933
Securities Act, that it understood the economic risk of an investment
in the securities, and that it had the opportunity to ask questions of
and receive answers from Eduverse's management concerning any and all
matters related to acquisition of the securities. No underwriter was
involved in the transaction, and no commissions or other remuneration
were paid in connection with the offer and sale of the securities.
Pursuant to the instructions for items (a) through (j) of Item 4, Calista
has plans as follows:
(a) As set forth in Item 3 of this Schedule, Calista has acquired 250,000
shares of restricted common stock of Eduverse. As set forth in Item 2
of this Schedule, Michael Jackson ("Jackson") is the
President/Secretary and a Director of Calista and is the controlling
person of Calista. Jackson has the sole right to control the
disposition of and vote the Eduverse securities acquired by Calista.
Calista and Jackson may consider the acquisition of additional
securities of Eduverse, the issuer, but have no present plans or
proposals to do so.
(b) Neither Calista nor Jackson have any present plans or proposals to
cause a merger or effect a liquidation or reorganization of Eduverse
or to enter into extraordinary corporate transactions.
(c) Neither Calista nor Jackson have any present plans or proposals to
cause a sale or transfer of a material amount of assets of Eduverse.
(d) Calista plans to exercise the voting rights associated with ownership
of shares of common stock of Eduverse.
(e) Neither Calista nor Jackson have any present plans or proposals to
cause a material change in the capitalization of Eduverse.
SCHEDULE 13D
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CUSIP No. 281649103 Page 5 of 6 Pages
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(f) Neither Calista nor Jackson have any present plans or proposals to
make any other material change to the business or corporate structure
of Eduverse.
(g) Neither Calista nor Jackson have any 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) Neither Calista nor Jackson have any present plans or proposals to
cause Eduverse's common stock from not being quoted on the OTC
Bulletin Board.
(i) Neither Calista nor Jackson have any 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) Neither Calista nor Jackson have any 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 May 6, 2002, Calista beneficially owned
250,000 shares (or approximately 8.33% of the outstanding shares) of
Eduverse's common stock as follows:
Holder Number of Shares
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Calista Capital Corp. 250,000
Total 250,000
(b) No Instruction C Person owns any other common or preferred shares of
Eduverse. Ocean & Sea has the sole power to vote or to direct the
voting of the 250,000 common shares of Eduverse held by Calista.
(c) As of May 6, 2002, 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 Calista,
or Jackson, by the directors, officers, controlling persons,
affiliates or subsidiaries, or by any associates of said parties, 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 Calista has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
SCHEDULE 13D
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CUSIP No. 281649103 Page 6 of 6 Pages
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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
None.
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.
Calista Capital Corp.
Date: May 8, 2002 By: /s/ Michael Jackson
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Michael Jackson, President
Date: May 8, 2002 /s/ Michael Jackson
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Michael Jackson
Ocean & Sea Empire Trust
Date: May 8, 2002 By: /s/ Dana Peddie
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Dana Peddie, Trustee