S-8

As filed with the Securities and Exchange Commission February 8, 2002

File No. 333-__________

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

(State or other jurisdiction of incorporation or organization)

93-1207631

(I.R.S. Employer Identification No.)

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)

with a copy to:

RAICE PAYKIN & KRIEG LLP

185 Madison Avenue, 10^th Floor

New York, New York 10016

David C. Thomas, Esq.

(212) 725-4601

CALCULATION OF REGISTRATION FEE*

------------------------------------------------------------------------------------------------------------------------------------------------------------------

PROPOSED

PROPOSED

MAXIMUM

MAXIMUM

TITLE OF

AMOUNT

OFFERING

AGGREGATE

AMOUNT OF

SECURITIES TO

TO BE

PRICE PER

OFFERING

REGISTRATION

BE REGISTERED

REGISTERED

SHARE

PRICE

FEE

===============================================================================================

Common Stock

825,000 Shares

$0.25

$206,250

$19

Par Value $0.005

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* Computed in accordance with Rule 457(c) 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 February 5, 2002.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information.

Information required by Part 1 to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

Item 2

Registrant Information and Employee Plan Annual Information.

Information required by Part 1 to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

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.

3.

The Company’s Proxy Statement on Schedule 14A filed on August 22, 2001.

4.

The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001.

5.

The Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001.

6.

The Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2001.

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.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

The validity of the shares of Common Stock covered by this Registration Statement will be passed upon for the registrant by Raice Paykin & Krieg LLP, counsel to the registrant. As of February 5, 2002, Raice Paykin & Krieg LLP beneficially owned 75,000 shares of Common Stock.

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 p rovides 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.

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:

(i)

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

(ii)

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;

(iii)

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 with or furnished to the Commission by the registrant pursuant to Section 13 or 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 offering.

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.

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 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 controll ing 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.

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 February 5, 2002.

GameCom, Inc.

By: /s/ L. Kelly Jones

L. Kelly Jones

Chief Executive Officer

The undersigned officers and directors of the registrant hereby severally constitute L. Kelly Jones, our true and lawful attorney-in-fact to sign for us and in our names in the capacities indicated below any amendments to this registration statement on Form S-8 (including any post-effective amendments hereto) and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorney-in-fact and all else that said attorney-in-fact may lawfully do and cause to be done by virtue hereof.

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 February 5, 2002.

Signature

Title

/s/ L. Kelly Jones

Chief Executive Officer, Chairman of

L. Kelly Jones                

the Board of Directors and Chief Financial Officer

/s/ Bob Ferris

President and Director

Bob Ferris         

/s/ Lance Loesberg

Executive Vice-President and Director

Lance Loesberg              

/s/ Kimberly Biggs

Secretary and Treasurer

Kimberly Biggs                

Exhibit Index

Exhibit

Description

No.

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 O. Bailey and Associates, P.C.

24.1

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

99.1

Consulting agreement dated January 15, 2002, between Mike Manahan and GameCom, Inc, under which 825,000 common shares can be issued for services rendered.

EX-5

Exhibit 5

Legal Opinion

February 5, 2002

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 825,000 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 consent 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

EX-23

Exhibit 23.1

Consent of Independent Auditors

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of GameCom, Inc. of our report dated March 30, 2001 contained in GameCom, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2000.

/s/ THOMAS O. BAILEY AND ASSOCIATES, P.C.

Thomas O. Bailey and Associates, P.C.

Dallas, Texas

February 7, 2002

EX-99

Exhibit 99.1

Other Exhibits

CONSULTING AGREEMENT

This consulting agreement is made and entered into effective the 15th day of January, 2002, by and between MICHAEL S. MANAHAN (“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 various matters relating to the development of the Corporation’s business plan and strategies, the identification of potential merger candidates whose business would be complementary to the business conducted by the Corporation, to advise regarding potential strategic partners, to provide advice and direction pertaining to the acquisition of a closely-held corporation or corporations, and to consult with and assist the Corporation with changes in the capital structure needed in connection with such acquisition(s).

II.  TERM OF EMPLOYMENT

The respective duties and obligations of the parties to this consulting agreement shall commence on January 15, 2002, and shall continue thereafter until January 15, 2003.  Upon expiration of this consulting agreement, Consultant shall return to the Corporation any and all equipment, documents, materials, and any other “Confidential Information” (as defined below), which Consultant received from the Corporation.

III.  DUTIES OF CONSULTANT

Duties

Consultant shall diligently seek out an appropriate acquisition candidate or candidates for the Corporation, consistent with the growth plans contained within the Corporation’s business plan.  Consultant shall be available to consult with the board of directors, the officers, and the administrative staff of the Corporation at reasonable times concerning the search for such acquisition candidates, and shall provide strategic business advice with regard to the negotiation and consummation of acquisition contracts for such appropriate entities.

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.

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.  WORK FOR HIRE

It is the intention of the parties to this consulting agreement that all rights, included, without limitation, copyright in any reports, surveys, marketing, promotional, and collateral materials prepared by Consultant pursuant to the terms of this consulting agreement, or otherwise, for the Corporation (the “Work”) shall vest in the Corporation.  The parties expressly acknowledge that the Work was specially ordered or commissioned by the Corporation, and further agree that it shall be considered a “work made for hire” within the meaning of the copyright laws of the United States, and that the Corporation is entitled as author to the copyright and all of the rights to the Work, throughout the world, including, but not limited to, the right to make such changes in the Work and such uses of the Work, as the Corporation may determine in its sole and absol ute discretion.

V.  CONFIDENTIAL INFORMATION

For the purposes of this agreement, “Confidential Information” shall mean the information described below, which is disclosed by the Corporation to Consultant in any manner, whether orally, visually, or in tangible form, including, but not limited to, documents, devices, computer readable media, trade secrets, formulae, patterns, inventions, processes, customer lists, sales records, pricing lists, margins, and other compilations of confidential information, and all copies of such confidential information.  Tangible materials that disclose or embody Confidential Information shall be marked or identified by the Corporation as “confidential.”  Confidential Information that is disclosed orally or visually shall be identified by the Corporation as confidential at the time of disclosure.

VI.  NON-DISCLOSURE PERIOD

Except as expressly permitted by the terms of this agreement, Consultant shall maintain in confidence and not disclose the Confidential Information for a period of three years from the date of disclosure (the “Non-Disclosure Period”), using a fiduciary degree of care to protect the Confidential Information.

VII.  LIMITED DISCLOSURE

Consultant shall disclose the Confidential Information only to those of its employees, third parties, and agents in the normal course of business who have a need-to-know such information for the reasonable purposes of this agreement, and who additionally are under a contractual obligation with Consultant to protect the Confidential Information.

VIII.  LIMITS ON CONFIDENTIAL INFORMATION

For the purposes of this agreement, Confidential Information shall not include any information which Consultant can prove:

a)

was in Consultant’s possession, or known to Consultant without confidentiality restriction, prior to disclosure by the Corporation,

b)

was generally known in the trade or business in which the Corporation is engaged at the time of disclosure to Consultant, or becomes generally known in the trade or business after such disclosure, through no act of Consultant,

c)

has come into the possession of Consultant without confidentiality restrictions from a third-party, and such third-party is under no obligation to the Corporation to maintain the confidentiality of such information, or

d)

 was developed by or for Consultant independently without reference to the Confidential Information.

If a particular portion or aspect of the Confidential Information shall become subject to any of the above-mentioned exceptions, the parties expressly agree that all other portions or aspects of the Confidential Information shall remain subject to all of the provisions of this agreement.

IX.  NO REPRODUCTION

Consultant agrees not to reproduce or copy the Confidential Information, by any means whatsoever, except as may be reasonably required to accomplish Consultant’s intended purpose with regard to the Confidential Information.  Upon termination of this agreement, Consultant’s right to use the Confidential Information shall immediately terminate.  Further, upon such termination, or upon written demand by the Corporation at any time, Consultant shall promptly return to the Corporation, or destroy, at the Corporation’s option, all tangible materials that disclose or embody any Confidential Information.

X.  PROPRIETARY RIGHTS LEGEND

Consultant shall not remove any proprietary rights legend from the Confidential Information, and shall, upon the Corporation’s reasonable request, add any proprietary rights legend to materials disclosing or embodying the Confidential Information.

XI.  COURT-ORDERED DISCLOSURE

In the event that Consultant is ordered to disclose the Corporation’s Confidential Information pursuant to a judicial or governmental request, requirement, or order, Consultant shall promptly notify the Corporation in writing and shall take reasonable steps to assist the Corporation in contesting such request, requirement, or order, or in otherwise protecting the Corporation’s rights prior to such disclosure.

XII.  NO WARRANTIES

Consultant acknowledges that the Confidential Information may still be under development, may be incomplete, and that such information may relate to products that are under development or are planned for development.  THE CORPORATION MAKES NO WARRANTIES REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION.  THE CORPORATION ACCEPTS NO RESPONSIBILITY FOR EXPENSES, LOSSES, OR ACTIONS INCURRED OR UNDERTAKEN BY CONSULTANT AS A RESULT OF CONSULTANT’S RECEIPT OR USE OF THE CONFIDENTIAL INFORMATION.  THE CORPORATION MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL IN FACT INTRODUCE ANY PRODUCT OR SERVICE RELATING TO THE CONFIDENTIAL INFORMATION.

XIII.  NO LICENSE

Except as may be expressly specified within this agreement, the Corporation grants no license to Consultant under any copyright, patent, trademarks, trade secret, or other proprietary right, to use, utilize, or reproduce the Confidential Information.

XIV.  SECURITIES LAW

Consultant hereby expressly acknowledges that the Confidential Information is likely to include material nonpublic information pursuant to the securities laws of the United States.  Being advised that the Corporation is specifically relying upon Rule 100(b)(2)(ii) of Regulation FD, in providing the Confidential Information to Consultant, Consultant expressly agrees that he will not use the Confidential Information in violation of United States securities laws, and specifically agrees to keep the Confidential Information in confidence.

XV.  COMPENSATION

As compensation for services rendered under the terms of this consulting agreement, Consultant shall be entitled to receive from the Corporation 825,000 shares of the Corporation’s common stock, to be delivered to Consultant as soon as practicable after registration of those shares on Form S-8 under the Securities Act of 1933 and delivery of the required prospectus documents.

Consultant shall be responsible for paying its costs and expenses incurred in connection with the performance of its duties pursuant to the terms of this consulting agreement.

XVI.  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, specifically including, but not limited to, the provisions of articles V-XIV above shall survive the termination of this consulting agreement.

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 17^th day of January, 2002.

CONSULTANT:

/s/ MICHAEL S. MANAHAN

MICHAEL S. MANAHAN

700 South Flower Street, #1100

Los Angeles, California 90017

GAMECOM, INC.

by: /s/ L. KELLY JONES

L. Kelly Jones, chief executive officer

440 North Center

Arlington, Texas 76011