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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001005477-01-002704.txt : 20010416
<SEC-HEADER>0001005477-01-002704.hdr.sgml : 20010416
ACCESSION NUMBER:		0001005477-01-002704
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20010412
EFFECTIVENESS DATE:		20010412

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GAMECOM INC
		CENTRAL INDEX KEY:			0001085243
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				931207631
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-58750
		FILM NUMBER:		1600892

	BUSINESS ADDRESS:	
		STREET 1:		440 NORTH CENTER
		CITY:			ARLINGTON
		STATE:			TX
		ZIP:			76011
		BUSINESS PHONE:		8172650440

	MAIL ADDRESS:	
		STREET 1:		440 NORTH CENTER
		CITY:			ARLINGTON
		STATE:			TX
		ZIP:			76011
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>


                                                          File No. 33-__________

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  GAMECOM, INC.

             (Exact name of registrant as specified in its charter)

                 TEXAS                                 93-1207631
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                                440 North Center
                               Arlington, TX 76011
           (Address of principal executive office, including zip code)

                              CONSULTING AGREEMENT
                            (Full Title of the Plan)

                     L. Kelly Jones, Chief Executive Officer

                                440 North Center
                               Arlington, TX 76011
                                 (817) 261-GAMZ
              (Name, address, including zip code, telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE*

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                                          PROPOSED      PROPOSED
                                          MAXIMUM       MAXIMUM
TITLE OF EACH CLASS OF                    OFFERING      AGGREGATE     AMOUNT OF
SECURITIES TO BE          AMOUNT TO BE    PRICE PER     OFFERING      REGISTRATION
REGISTERED                REGISTERED      SECURITY      PRICE         FEE
==================================================================================
<S>                       <C>             <C>           <C>           <C>
Common Stock, Par Value   50,000 Shares   $0.31         $15,500       $3.88
$0.005
- ----------------------------------------------------------------------------------
</TABLE>

<PAGE>

* Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and based on
the average of the bid and asked prices reported by the national quotation
bureau for over-the-counter trading for March 9, 2001

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

      Not required to be filed.

Item 2. Registrant Information and Employee Plan Annual Information.

      Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed by Gamecom, Inc. (the Company) with the
Securities and Exchange Commission (the Commission) are incorporated by
reference in this Registration Statement.

      1.    The description of the Company's Common Stock on Form SB-2 filed
            on July 12, 2000, as amended and updated.

      2.    The Company's Annual Report on Form 10-KSB for the fiscal year
            ended December 31, 2000.

      In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing such documents.

<PAGE>

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers

      The Company is empowered by Art. 2.02-1 of the Texas Business Corporation
Act subject to the procedures and limitations stated therein, to indemnify any
person who was, is or is threatened to be made a named defendant or respondent
in a proceeding because the person is or was a director or officer against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by the person in connection with the proceeding. The Company is
required by Art. 2.02-1 to indemnify a director or officer against reasonable
expenses (including court costs and attorneys' fees) incurred by him in
connection with a proceeding in which he is a named defendant or respondent
because he is or was a director or officer if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.

      The Articles of Incorporation generally limit the personal liability of
directors for monetary damages for any act or omission in their capacities as
directors to the fullest extent permitted by law. In addition, the Company's
bylaws provide that the Company shall indemnify and advance or reimburse
reasonable expenses incurred by, directors, officers, employees or agents of the
Company, to the fullest extent that a Company may grant indemnification to a
director under the Texas Business Corp. Act, and may indemnify such persons to
such further extent as permitted by law.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits:

      See Exhibit Index

Item 9. Undertakings.

      (1)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

<PAGE>

                  (1)   To include any prospectus required by section 10(a)(3)
                        of the Securities Act of 1933;

                  (2)   To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement;

                  (3)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement.

                        Provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii) do not apply if the information required to
                        be included in a post-effective amendment by those
                        paragraphs is contained in periodic reports filed by the
                        registrant pursuant to section 13 or section 15(d) of
                        the Securities Exchange Act of 1934 that are
                        incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of this offer.

      (2)   The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934 that is incorporated
            by reference in the registration statement shall be deemed to be a
            new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof.

      (3)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that claim for
            indemnification against such liabilities (other than the payment by
            the registrant of

<PAGE>

            expenses incurred or paid by a director, officer or controlling
            person of the registrant in the successful defense of any action,
            suit or proceeding) is asserted by such director, officer or
            controlling person in connection with the securities being
            registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.

<PAGE>

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby authorizes the agent for
service named in the registration statement as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and file all amendments
and post effective amendments to the registration statement, and the Company
hereby confers like authority to sign and file on its behalf.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Arlington, Texas, on April 11, 2001.

                                          GameCom, Inc.


                                          /s/ L. Kelly Jones
                                          ---------------------------------
                                          By L. Kelly Jones
                                          Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on April 11, 2001.

Signature                     Title
- ---------                     -----

                              Chief Executive Officer, Chairman of
                              the Board of Directors and Chief
/s/ L. Kelly Jones            Financial Officer
- ---------------------------
L. Kelly Jones


/s/ John F. Aleckner, Jr.     President and Director
- ---------------------------
John F. Aleckner, Jr.


/s/ W. James Poynter          Vice-President and Director
- ---------------------------
W. James Poynter


/s/ Kimberly Biggs            Secretary and Treasurer
- ---------------------------
Kimberly Biggs


<PAGE>

                                  Exhibit Index

Exhibit
No.               Description

(4.1)       Article Four of Articles of Incorporation of GameCom, Inc., a Texas
            corporation incorporated by reference from Exhibit 3.6 to Amendment
            No. 1 to the registrant's Registration Statement on Form 10SB

(4.2)       Form of Subordinated Notes incorporated by reference from Exhibit
            4.1 to the registrant's Registration Statement on Form 10SB

(4.3)       Form of Convertible Subordinated Notes incorporated by reference
            from Exhibit 4.2 to the registrant's Registration Statement on Form
            10SB

(4.4)       Form of Convertible Subordinated Notes providing for penalty payable
            in shares incorporated by reference from Exhibit 4.3 to the
            registrant's Registration Statement on Form 10SB

(5.1)       Legal opinion of Raice Paykin & Krieg LLP.

(23.1)      Consent of Raice Paykin & Krieg LLP (contained in Exhibit 5.1)

(23.2)      Consent of Thomas Bailey & Associates PC

(24.1)      Powers of Attorney (included on the signature page to this
            registration statement)

(99.1)      Consulting agreement dated February 1, 2001, between Gary Cella and
            GameCom, Inc, under which 100,000 common shares can be issued for
            services rendered.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>


                                                                       Exhibit 5

                                 March 28, 2001

Gamecom, Inc.
440 North Center
Arlington, TX 76011

Gentlemen:

      With respect to the Registration Statement on Form S-8 of Gamecom, Inc.
(the "Company") in connection with the registration of 50,000 shares of common
stock, par value $0.005, ("Common Stock") which have been reserved for issuance
pursuant to a consulting agreement, we are of the opinion that the Common Stock
when issued in accordance with the terms and provisions of the consulting
agreement will be duly authorized, legally issued, fully paid and nonassessable.

      This opinion is limited to the laws of the State of Texas, and we disclaim
any opinion as to the laws of any other jurisdiction. We further disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any other jurisdiction or any regional or local governmental
body or as to any related judicial or administrative opinion. We express no
opinion as to the applicable choice of law provisions contained in any
agreement.

      This opinion is rendered to you in connection with the issuance of the
Common Stock and is solely for your benefit. This opinion may be not relied upon
by any other person, firm, corporation or other entity for any purpose, without
prior written consent.

      We hereby conset to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                          Very truly yours,

                                          Raice Paykin & Krieg LLP


                                          By: /s/ David C. Thomas
                                              ----------------------------------
                                              David C. Thomas
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSENT OF ACCOUNTANTS
<TEXT>


                                                                    Exhibit 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated March 30, 2001, relating to the
consolidated financial statements of GameCom, Inc. and Subsidiaries which is
contained in that Prospectus. Our report contains an explanatory paragraph
regarding GameCom Inc.'s ability to continue as a going concern.

/s/ Thomas O. Bailey & Associates, PC.

Dallas, Texas
April 5, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>


                                                                    Exhibit 99.1

                              CONSULTING AGREEMENT

      This consulting agreement is made and entered into effective the day of
1st February, 2001, by and between GARY CELLA ("Consultant") and GAMECOM, INC.
(the "Corporation").

                                  I. EMPLOYMENT

      It is the desire of the Corporation to engage the services of Consultant
to perform for the Corporation certain consulting services regarding financial
matters, and other services for the operations of the Corporation with
administrative offices located at Arlington, Texas.

      It is the desire of Consultant to consult with the board of directors, the
officers, and the administrative staff of the Corporation, and to undertake for
the Corporation a consultation as to the direction of investment banking
functions in the management of the Corporation.

                             II. TERM OF EMPLOYMENT

      The respective duties and obligations of the parties to this consulting
agreement shall commence on February 1, 2001, and shall continue thereafter
until terminated by either party giving 60 days' written notice to the other
party.

                            III. DUTIES OF CONSULTANT

                                     Duties

      Consultant shall be available to consult with the board of directors, the
officers, and the administrative staff of the Corporation at reasonable times
concerning any problem of importance concerning the business affairs of the
Corporation, provide strategic business partnering introductions and advice, and
provide marketing direction and introductions as required.

<PAGE>

                             Independent Contractor

      With respect to the services to be performed by Consultant under this
consulting agreement, Consultant shall be an independent contractor of the
Corporation and shall not be deemed an employee.

                             Advice as to Contracts

      From time to time, the Corporation may deem it advisable to enter into
agreements with other firms and corporations regarding the operations of the
Corporation. With regard to these agreements, Consultant shall assist the
Corporation in the negotiation of the terms and conditions of such agreements.
However, Consultant shall have no power to bind the Corporation to any
agreement.

                          Engaging in Other Employment

      Consultant shall be available at reasonable times for the services
provided for in this consulting agreement, but shall devote only such time to
the affairs of the Corporation as the Consultant, in his sole judgment, shall
deem necessary. Consultant may represent, perform services for, and be employed
by such additional persons or companies as the Consultant, in his sole
discretion may desire.

                                IV. COMPENSATION

      As compensation for services rendered under this agreement, Consultant
shall be entitled to receive from the Corporation 50,000 shares of the
Corporation's restricted common stock, and 50,000 shares of the Corporation's
free-trading common stock, to be delivered to Consultant no later than February
28, 2001.

<PAGE>

                                   V. GENERAL

      This agreement shall be construed under and in accordance with the laws of
the State of Texas, and all obligations of the parties created under the
contract are performable in Tarrant County, Texas.

      The parties covenant and agree that they will execute such other and
further instruments and documents as are or may become necessary or convenient
to effectuate and carry out the obligations of the parties in accordance with
this agreement.

      This agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns where permitted by this agreement.

      This agreement supersedes any prior understandings or oral agreements
between the parties respecting the subject matter contained in this agreement.

      All agreements, warranties, representations, and indemnifications
contained in this agreement shall survive the closing.

      This consulting agreement shall be deemed a personal services contract
with regard to the Consultant, and Consultant may not assign any or all of his
or her interest in this agreement without the written consent of the
Corporation.

      EXECUTED this _____ day of __________ , 2001.


                                    CONSULTANT:


                                    ------------------------------------------
                                    GARY CELLA



                                    GAMECOM, INC.

                                    by:
                                       ---------------------------------------
                                       L. Kelly Jones, chief executive officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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