UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
iEntertainment Network, Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
45838M104
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(CUSIP Number)
KEVIN A. PRAKKE, Esq.
c/o Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 18, 2001
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(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(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 purposes 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).
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CUSIP NO. 45838M104 Page 2 of 7 Pages
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SCHEDULE 13D
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NAMES OF REPORTING PERSON
1 S.S. OF ABOVE PERSON
John W. Stealey
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF,OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 12,347,117
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 12,347,117
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,347,117
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
X
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
41.4%
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TYPE OF REPORTING PERSON
14
IN
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CUSIP No. 45838M104 Page 3 of 7 Pages
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INTRODUCTION
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
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the undersigned (the "Reporting Person") hereby files this Schedule 13D
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Statement (the "Schedule 13D"), relating to the Common Stock, $0.10 par value
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per share, of iEntertainment Network, Inc. The Reporting Person is the founder
and largest beneficial shareholder of iEntertainment Network, Inc.
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the
Common Stock, par value $0.10 per share (the "Common Stock"), of
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iEntertainment Network, Inc., a North Carolina corporation (the
"Issuer"), the principal executive offices of which are located at 124
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Quade Drive, Cary, NC 27513.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c),(f) Reporting Person: The name, business address, present principal
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employment and citizenship of the Reporting Person is listed
below.
Name: John W. Stealey
Business Address: 8110 Perry Maxwell Circle,
Sarasota, FL 34240
Present Principal Employment: President of IamGame, Inc., an
internet gaming business with
its principal place of business
at 8110 Perry Maxwell Circle,
Sarasota, FL 34240
Citizenship: United States
(d) and (e) During the last five (5) years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and has not been party
to any civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which the Reporting
Person was or is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 8,500,000 shares of Common Stock acquired by
the Reporting Person, the Reporting Person acquired 5,100,000
of such shares for $255,000 of the
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CUSIP No. 45838M104 Page 4 of 7 Pages
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Reporting Person's personal funds. The Reporting Person
acquired the remaining 3,400,000 shares by exchanging
3,324.217 shares of the Issuer's Series D Preferred Stock, and
such shares of Series D Preferred Stock were acquired from RGC
International Investors, LDC by the Reporting Person on
December 18, 2001 for the sum of $170,000, which amount was
paid from personal funds of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the securities described
in Item 3 above for the purpose of acquiring effective control
of the Issuer, both at the board of directors level and the
day-to-day operational level.
(a), (b), (d) and (e) Pursuant to the Securities Purchase and Exchange
Agreement dated December 18, 2001 (the "Purchase Agreement")
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among the Issuer, the Reporting Person, John Cay ("Cay") and
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Dan Young ("Young"), the Reporting Person, or his designees,
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has been granted the right to purchase up to 10,000,000
additional shares of Common Stock of the Issuer for an
aggregate amount of $500,000 for a period of ninety (90) days
after the date of the Purchase Agreement.
Contemporaneously with the acquisition of the securities
described in Item 3 above, Jacob Agam, Marc S. Goldfarb and
Michael Pearce resigned from the Issuer's board of directors
and were replaced by the Reporting Person, David Kestel, W.
Joseph McClelland and Dan Young (the Reporting Person and Mr.
McClelland had previously served as directors of Issuer). Mr.
Pearce also resigned as the Issuer's Chief Executive Officer
and has been replaced in that capacity by the Reporting
Person.
The Reporting Person believes there may be advantages to
both IamGame, Inc. and the Issuer to combining the internet
bingo and gaming operations of both companies. Although there
are currently no specific plans or proposals relating to any
combination of the two companies, the Reporting Person expects
the Issuer and IamGame, Inc. will consider a combined
management relationship or some other such combination in the
future, whether by acquisition, merger or otherwise.
(a)-(j) Other than as set forth above, the Reporting Person has no plans or
proposals which relate to or would result in
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer.
CUSIP No. 45838M104
Page 5 of 7 Pages
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or bylaws or other actions which
may impede the acquisition of control of the Issuer by any person;
(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;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to those described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Set forth in the table below are the number and percentage of
shares of the Issuer's Common Stock beneficially owned, as well as
the nature of ownership, for the Reporting Person at the date of
this Statement.
No. of Shares No. of Shares
Beneficially Beneficially Aggregate No. Percentage
Owned with Owned with of Shares of Shares
Sole Voting and Shared Voting and Beneficially Beneficially
Name Dispositive Dispositive Power Owned (1) Owned(2)
Power(1)
--------------------------------- --------------- ----------------- ------------- ------------
John W. Stealey 12,347,117 0 12,347,117 41.4%
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(1) Includes 243,750 shares subject to options exercisable within sixty (60)
days and 236,389 shares subject to warrants exercisable within sixty (60) days.
Excludes 125,000 shares owned by the Reporting
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CUSIP No. 45838M104 Page 6 of 7 Pages
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Person's wife, Denise Stealey. Excludes 600,000 shares held in trusts for the
Reporting Person's children. The Reporting Person has neither voting power nor
dispositive power over the shares held in the trusts. The Reporting Person
disclaims beneficial ownership of the shares owned by his wife and held in trust
for his children.
(2) Based upon 29,859,329 shares of common stock outstanding on December
18, 2001.
(c) The following is a description of the transactions in the
Issuer's Common Stock effected during the past 60 days by the
Reporting Person:
Seller and governing Shares Date of Cost Per
document Acquired Transaction Share Total Cost
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Issuer, pursuant to the 5,100,000 12/18/01 $.05 $255,000
Purchase Agreement
Issuer, pursuant to the 3,400,000 12/18/01 $.05 $170,000 (2)
Purchase Agreement(1)
(1) Shares acquired in exchange for shares of Series D
Preferred Stock of the Company purchased by the Reporting
Person from RGC International Investors, LDC.
(2) Cash purchase price paid to RGC International Investors,
LDC for Series D Preferred Stock which was then exchanged
for the shares of Common Stock.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Item 4, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between or among the Reporting Person and any person with respect to
any securities of the Issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Securities Purchase and Exchange Agreement dated December
18, 2001 among iEntertainment Network, Inc., John W.
Stealey, John Cay and Dan Young.
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CUSIP No. 45838M104 Page 7 of 7 Pages
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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.
Dated: December 20, 2001
/s/ J.W. Stealey
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John W. Stealey