As filed on November 14, 2002              Registration Statement No. 333-______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          TIMEBEAT.COM ENTERPRISES INC.
             (Exact name of registrant as specified in its charter)


           NEVADA                                       86-1040643
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                     P.O. BOX 9, PAYSON, ARIZONA 85547-0009
               (Address or principal executive offices)(Zip code)

                       2002 NONSTATUTORY STOCK OPTION PLAN
         STOCK GRANTS PURSUANT TO RESOLUTIONS OF THE BOARD OF DIRECTORS
                              (Full title of plan)

                       THOMAS L. CROM, CORPORATE SECRETARY
      TIMEBEAT.COM ENTERPRISES INC., P.O. BOX 9, PAYSON, ARIZONA 85547-0009
                     (Name and address of agent for service)

                                 (520) 474-9151
          (Telephone number, including area code, of agent for service)

                                    Copy to:
          FAY M. MATSUKAGE, DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
              455 SHERMAN STREET, SUITE 300, DENVER, COLORADO 80203

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                  Proposed maximum       Proposed maximum
Title of securities to       Amount to be        offering price per     aggregate offering          Amount of
     be registered            registered                share                  price            registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                        <C>                        <C>                   <C>                      <C>
Common stock, $0.001        550,000 shares            $0.23 (1)<F1>          $126,500                $11.64
par value
-----------------------------------------------------------------------------------------------------------------
2002 Nonstatutory          3,000,000 shares           $0.23 (1)<F1>          $690,000                $63.48
Stock Option Plan -
common stock, $0.001
par value
-----------------------------------------------------------------------------------------------------------------
TOTAL                      3,550,000 shares                                  $816,600                 $75.12
-----------------------------------------------------------------------------------------------------------------

-----------------
<FN>
(1)<F1>  Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act based upon the closing
         price of the Registrant's Common Stock as reported on the NASD OTC
         Bulletin Board on November 11, 2002.
</FN>
</TABLE>


<PAGE>


                                EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act, to register shares of our
common stock, $.001 par value per share, (1) issuable pursuant to the exercise
of stock options granted under our 2002 Nonstatutory Stock Option Plan and (2)
issued under stock grants and to be reoffered. Under cover of this Form S-8 is
our reoffer prospectus prepared in accordance with Part I of Form S-3 under the
Securities Act. Our reoffer prospectus has been prepared pursuant to Instruction
C of Form S-8, in accordance with the requirements of Part I of Form S-3, and
may be used for reofferings and resales on a continuous or delayed basis in the
future of "control securities" and "restricted securities".


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

We will send or give the documents containing the information specified in Part
1 of Form S-8 to participants as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements under Rule 424 of the Securities Act.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Timebeat.com Enterprises Inc., a Nevada corporation, will furnish without charge
to all participants and to each person to whom the reoffer prospectus is
delivered, upon the oral or written request of such person, a copy of any and
all of the documents incorporated by reference (other than exhibits to such
documents). Requests should be directed to the attention of Thomas L. Crom at
Timebeat.com Enterprises Inc., P.O. Box 9, Payson, Arizona 85547-0009, telephone
number (520) 474-9151.














                                       ii
<PAGE>



                               REOFFER PROSPECTUS


                         550,000 SHARES OF COMMON STOCK


                          Timebeat.com Enterprises Inc.
                                   P.O. Box 9
                           Payson, Arizona 85547-0009
                                 (520) 474-9151


         This reoffer prospectus relates to 550,000 shares of the common stock
of Timebeat.com Enterprises Inc. which may be offered and resold from time to
time by the selling stockholders identified in this prospectus for their own
account. It is anticipated that the selling stockholders will offer shares for
sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will
receive no part of the proceeds from sales made under this reoffer prospectus.
The selling stockholders will bear all sales commissions and similar expenses.
Any other expenses incurred by us in connection with the registration and
offering and not borne by the selling stockholders will be borne by us.

         Each selling stockholder and any broker executing selling orders on
behalf of them may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act.

         Our common stock is traded on the OTC  Bulletin  Board under the symbol
"TMBT." On November 11,  2002,  the last  reported  price of our common stock on
such market was $0.23 per share.

         This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 3.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.






            The date of this reoffer prospectus is November 14, 2002.


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

SUMMARY........................................................................3

RISK FACTORS...................................................................3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................7

USE OF PROCEEDS................................................................7

SELLING STOCKHOLDERS...........................................................7

PLAN OF DISTRIBUTION...........................................................8

INDEMNIFICATION OF DIRECTORS AND OFFICERS......................................9

LEGAL MATTERS..................................................................9

EXPERTS........................................................................9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................9

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US............................10








         You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.








                                       2

<PAGE>


                                     SUMMARY

         We own and operate several Internet web sites, which cater primarily to
people who have an interest in fine watches, jewelry, clothing, high-end gift
and other luxury items.

         We had engaged in the mineral exploration business and had acquired
mineral properties primarily located in British Columbia, Canada. During the
fiscal year ended March 31, 2001, we discontinued our mineral exploration
activities to focus our efforts on our Internet operations and wrote down our
accumulated expenditures. While we still own certain mineral properties, we do
not expect to generate operating income or cash flow from these properties in
the near-term.

         In March 1999, we entered the Internet and e-commerce business. In
November 1999, we launched our first Web site, WWW.TIMEBEAT.COM. This is an
e-commerce Web site that markets and sells watches and jewelry, and we intend to
offer high-end gift items and other luxury items. In December 1999, in order to
increase content and awareness of WWW.TIMEBEAT.COM, we acquired our second Web
site, WWW.WATCHZONE.NET. This is an informational Web site which allows
consumers the ability to gather and exchange information in chat forums and from
existing publications, news and press releases, manufacturers' literature, and
product demonstrations and evaluations.

         In June 2001, we launched our new Web site called
WWW.TIMEBEAT4TEENS.COM. This Web site is an e-commerce site that sells jewelry,
watches, music, clothing and related items to the young adult market age group
between 10 to 24 years old. We believe that by cross-promoting our Web sites, we
may be able to reach both parents and their children.

         In March 2002, we formed a new division called 2 Live Entertainment to
operate in the music industry.

         Our executive offices are located at P.O. Box 9, Payson, Arizona 85547,
and our telephone number is (928) 474-9151.


                                  RISK FACTORS

         An investment in the common stock being offered for resale by the
selling shareholders is very risky. You should carefully consider the risk
factors described below, together with all other information in this prospectus
before making an investment decision. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occurs, our
business, financial conditions or operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

GENERAL RISK FACTORS

         WE HAVE A HISTORY OF LOSSES AND WE EXPECT LOSSES TO CONTINUE FOR THE
FORESEEABLE FUTURE. THERE IS DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN. We have incurred losses since our inception, and we expect to continue
to incur additional losses. As of June 30, 2002, we had an accumulated deficit
of $15,492,551. We cannot assure you that we will achieve or sustain
profitability in the future.

         WE EXPECT TO ENCOUNTER RISKS FREQUENTLY FACED BY EARLY STAGE COMPANIES.
We have a limited operating history and our operations are subject to all of the
risks inherent in a new business enterprise engaged in the Internet e-commerce
industries. The likelihood of our success must be considered in light of the
expenses, difficulties and delays frequently encountered in connection with the
start-up of new businesses, those historically encountered by us, and the
competitive environment in which we operate.

         WE DO NOT GENERATE SUFFICIENT REVENUE TO FINANCE OUR OPERATIONS, AND WE
RELY SUBSTANTIALLY UPON OUTSIDE FINANCING. We believe we are likely to remain
unprofitable for the foreseeable future. Because of our


                                       3

<PAGE>


inability to generate an operating profit in the near future, it will be
necessary for us to rely upon external sources of financing. Based on our
potential rate of cash operating expenditures and our current plans, the
proceeds of our investment agreement with Swartz Private Equity, LLC may
constitute our principal source of financing. However, our ability to raise
funds under the investment agreement is subject to certain conditions. These
include the continuing effectiveness of a registration statement covering the
resale of the shares sold under the investment agreement and a limitation on the
number of shares we may issue based on the volume of trading in our common
stock. We may be unable to satisfy one or more of these conditions. If we cannot
obtain financing when needed, we may be forced to cease operations and abandon
our business. You could lose your entire investment.

         OUR FUTURE PROFITABILITY REMAINS UNCERTAIN. We have suffered losses
from operations, require additional financing, and we need to continue the
expansion of our business divisions. Ultimately we need to generate revenues and
successfully attain profitable operations. These factors raise substantial doubt
about our ability to continue as a going concern. We cannot provide any
assurance that we will be able to attain profitable operations.

         OUR OFFICERS, DIRECTORS AND MANAGEMENT MAY BE SUBJECT TO CONFLICTS OF
INTERESTS DURING OUR OPERATIONS. Our officers, directors and management are
affiliated with other companies that are engaged in the business of mineral
exploration and Internet e-commerce. Such associations may give rise to
conflicts of interest from time to time. A conflict of interest poses the risk
that we may enter into a transaction on terms that would place us in a worse
position than if no conflict existed. While our directors are required by law to
act honestly and in good faith with a view to our best interest and to disclose
any interest which they many have in any project or opportunity of which we are
involved, we have no specific internal policy governing conflicts of interest.

         YOU MAY SUFFER DILUTION IN YOUR OWNERSHIP OF OUR SHARES FROM THE
EXERCISE OR CONVERSION OF OPTIONS, WARRANTS, AND CONVERTIBLE SECURITIES ISSUED
TO OTHER PERSONS. There are outstanding options, warrants, and convertible
securities to acquire shares of our common stock and we may grant additional
rights in the future, including those that we may grant to Swartz. If any of the
outstanding options, warrants, or convertible securities are exercised or
converted, your percentage ownership in will be reduced. So long as these
options, warrants, and convertible securities are exercisable, the holders will
have the opportunity to profit from a rise in the price of our common stock. The
existence of such options, warrants, and convertible securities may adversely
affect the terms on which we can obtain additional financing. The holders of
such options, warrants, and convertible securities can be expected to exercise
them at a time when we would probably be able to obtain additional capital by an
offering of our common stock at a price higher than the exercise price of these
outstanding options, warrants, and convertible securities.

         THE EXERCISE OF OUR PUT RIGHTS MAY LOWER THE MARKET PRICE OF OUR COMMON
STOCK AND SUBSTANTIALLY DILUTE THE INTERESTS OF OTHER HOLDERS OF OUR COMMON
STOCK. As we exercise our put rights under our investment agreement with Swartz,
we will be required to issue shares of our common stock to Swartz at a price
below the prevailing market price of our common stock. The shares issuable to
Swartz upon exercise of put rights will be issued at a price equal to the lesser
of (a) the market price for our common stock minus $0.075 or (b) 93% of the
market price for our common stock. Accordingly, we will issue the shares
issuable to Swartz upon exercise of our put rights at a rate that will be below
the market price of our common stock. This, in turn, may decrease the price of
our common stock and entitle Swartz to receive a greater number of shares of our
common stock upon exercise of our put rights, and this may also decrease the
exercise price of the commitment warrants issued to Swartz.

         "PENNY STOCK" RULES COULD AFFECT THE SECONDARY MARKET FOR OUR COMMON
STOCK AND MAY AFFECT YOUR ABILITY TO SELL SHARES OF OUR COMMON STOCK. Our common
stock is subject to rules promulgated by the SEC that regulate broker-dealer
practices in connection with transactions in "penny stocks". Generally, penny
stocks are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements



                                       4

<PAGE>


showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These requirements may have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock
rules. As long as our common stock is subject to the penny stock rules, the
holders of common stock may find it difficult to sell their common stock.

         A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK MAY IMPAIR YOUR LIQUIDITY
AND/OR RETURN ON INVESTMENT. Our common stock is traded in the over-the-counter
market. The price for the stock and the volume of shares traded fluctuate
widely. Consequently, persons who invest in our common stock may not be able to
use their shares as collateral for loans and may not be able to liquidate at a
suitable price in the event of an emergency. In addition, holders may not be
able to resell their shares, or may not be able to sell their shares at or above
the price they paid for them.

RISK FACTORS RELATING TO OUR INTERNET WEB SITES

         WE MAY BE UNABLE TO COMPETE EFFECTIVELY AGAINST OTHERS AND MAY BE
FORCED TO ABANDON THE EXECUTION OF OUR CURRENT BUSINESS PLAN. We compete with
other Internet based entities that maintain commercial Web sites relating to
fine watches, jewelry, high-end gift and other luxury items, as well as sites
relating to music, clothing, and accessories. In addition, all major watch and
jewelry manufacturers have their own Web sites and many have recently launched
or announced plans to launch online buying services. We believe that the
principal competitive factors in the online market are brand recognition, speed
and quality of fulfillment, variety of value-added services, ease of use,
customer satisfaction, quality of service, and technical expertise. We cannot
assure you that we will be able to compete successfully against current or
future competitors, many of which have substantially more capital, existing
brand recognition, resources, and access to additional financing. In addition,
competitive pressures may result in increased marketing costs, decreased Web
site traffic or loss of market share, or otherwise may materially and adversely
affect our business, results of operations and financial condition.

         The market for Internet-based commercial services is new, and we expect
competition among commercial Web sites to increase significantly in the future.
Minimal barriers to entry characterize Internet commerce, and new competitors
can launch new Web sites at relatively low cost. To compete successfully as an
Internet-based commercial entity, we must increase awareness of our services and
brand name. If we do not achieve our competitive objectives, such failure may
have a material adverse effect on our business, results of operations, and
financial condition.

         OUR SUCCESS WILL DEPEND UPON DEVELOPING BRAND ACCEPTANCE. We believe
that the importance of brand recognition will increase as more companies engage
in commerce over the Internet. Development and awareness of the Timebeat.com
brand will depend largely on our ability to allocate effectively our resources
to successfully develop and implement effective advertising and marketing
efforts. We will not be successful in promoting and maintaining our brand if
customers do not perceive us as an effective channel for purchases. Our failure
to develop our brand name will have a material adverse effect on our business,
results of operations, and financial condition.

         OUR PRODUCTS ARE SUBJECT TO DISCRETIONARY PURCHASING HABITS. The
average consumer does not usually purchase the luxury and premium products that
are offered on our Web sites. The products are expensive and are marketed at
consumers with discretionary or extra income. Discretionary income is usually
tied to a strong financial market, job market, and an overall healthy economy.
Accordingly, our sales are also subject to a healthy economy.

         WE DO NOT MAINTAIN AN INVENTORY OF WATCHES, AND WE RELY ENTIRELY UPON
OUR CONTACTS IN THE WHOLESALE MARKET TO PURCHASE A WATCH ON THE SAME DAY IT IS
ORDERED ON OUR WEB SITE. We do not maintain an inventory of watches. Instead, we
rely entirely upon our contacts in the wholesale watch industry to purchase a
watch on the same day it is ordered on our Web site. We cannot assure you that
we will be able to purchase a watch on the day it is ordered, if at all. There
is a possibility that our wholesale contacts may not have the particular watch.
Further,



                                       5

<PAGE>

we may have to pay more for a watch than what we originally expected when we
priced the watch for purchase on our Web site. As a result, we may have to
cancel certain orders and incur higher costs, which in turn will reduce or
eliminate our revenue, if any.

         OUR SUCCESS WILL DEPEND ON GROWTH AND ACCEPTANCE OF INTERNET COMMERCE.
The market for Internet-based businesses has only recently begun to develop and
is evolving rapidly. While many Internet commerce companies have grown in terms
of revenue, few are profitable. We cannot assure you that we will be profitable.
As is typical for a new and rapidly evolving industry, demand and market
acceptance for recently introduced services and products over the Internet are
subject to a high level of uncertainty and there are few proven services and
products. Moreover, since the market for our services is new and evolving, it is
difficult to predict the future growth rate, if any, and size of this market.
The success of our services will depend upon the adoption of the Internet by
consumers as a mainstream medium for commerce. While we believe that our
services offer significant advantages to consumers and dealers, we cannot assure
you that widespread acceptance of Internet commerce in general, or of our
services in particular, will occur. Our success will require that consumers, who
have historically relied upon retail stores, will accept new methods of
conducting business and exchanging information. Moreover, critical issues
concerning the commercial use of the Internet, including ease of access,
security, reliability, cost, and quality of service, remain unresolved and may
impact the growth of Internet use. If the market for Internet-based businesses
fails to develop, develops more slowly than expected, or becomes saturated with
competitors, or if our services do not achieve market acceptance, our business,
results of operations, and financial condition will be materially and adversely
affected.

         OUR OPERATIONS ARE SUBJECT TO REGULATORY UNCERTAINTIES AND GOVERNMENT
REGULATION. There are currently few laws or regulations that apply directly to
the Internet. Due to the increasing popularity of the Internet, it is possible
that a number of local, state, national or international laws and regulations
may be adopted with respect to issues such as the pricing of services and
products, advertising, user privacy, intellectual property, information
security, or anti-competitive practices over the Internet. In addition, tax
authorities in a number of states are currently reviewing the appropriate tax
treatment of companies engaged in Internet commerce. New state tax regulations
may subject us to additional state sales, use, and income taxes. Because our
business is dependent on the Internet, the adoption of any such laws or
regulations may decrease the growth of Internet usage or the acceptance of
Internet commerce that could, in turn, decrease the demand for our services and
increase our costs. To date, we have not spent significant resources on lobbying
or related government affairs issues, but we may need to do so in the future.

         SYSTEMS INTERRUPTIONS WILL ADVERSELY AFFECT OPERATIONS. Although we
have agreements with host servers who maintain redundant offsite backup servers,
all of our primary servers could be vulnerable to interruption by damage from
fire, flood, power loss, telecommunications failure, break-ins, and other events
beyond our control. We have experienced periodic systems interruptions and
anticipate that such interruptions will occur from time to time in the future.
In the event that we experience significant system disruptions, our business,
results of operations, and financial condition would be materially and adversely
affected.

         SECURITY BREACHES INVOLVING CONFIDENTIAL INFORMATION TRANSMITTED VIA
THE INTERNET COULD EXPOSE US TO LOSS, LITIGATION OR OTHER LIABILITIES. To the
extent that our activities involve the storage and transmission of proprietary
information, such as personal financial information, security breaches could
expose us to a risk of financial loss, litigation, and other liabilities. We
rely on technology that is designed to facilitate the secure transmission of
confidential information. Our computer infrastructure, however, may be
vulnerable to physical or electronic computer break-ins, viruses, and similar
disruptive problems. A party who circumvents our security measures could
misappropriate proprietary information, jeopardize the confidential nature of
information transmitted over the Internet, or cause interruptions in our
operations. Concerns over the security of Internet transactions and the privacy
of users also could inhibit the growth of the Internet in general, particularly
as a means of conducting commercial transactions. Our insurance policies
currently do not protect against such losses. Any such security breach could
have a material adverse effect on our business, results of operations, and
financial condition.



                                       6
<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," as
well as the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, you should specifically consider various
factors, including the risks described above and in other parts of this
prospectus. These factors may cause our actual results to differ materially from
any forward-looking statement. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.


                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholders.


                              SELLING STOCKHOLDERS

         The selling stockholders acquired beneficial ownership of all shares to
be registered under this reoffer prospectus through stock granted by us. The
following table shows the names of the selling stockholders, the number of
shares of common stock beneficially owned by such stockholders as of November 6,
2002, and the number of shares of common stock that he may sell from time to
time under this reoffer prospectus.

         We may amend or supplement this reoffer prospectus from time to time in
the future to update or change this list of selling stockholders and shares
which may be resold.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

                                                                                  PERCENTAGE OF SHARES
                                                 NUMBER OF                        BENEFICIALLY OWNED (2)
                                                   SHARES                         ---------------------------
                                                BENEFICIALLY         SHARES          BEFORE          AFTER
SELLING STOCKHOLDERS                             OWNED (1)         REGISTERED       OFFERING        OFFERING
-------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>              <C>             <C>

Jack Stein                                       738,338 (3)         200,000          3.7%            2.7%
-------------------------------------------------------------------------------------------------------------

Alexander Vileshin                               671,500 (4)          50,000          3.3%            3.1%
-------------------------------------------------------------------------------------------------------------

Thomas L. Crom III                               668,333 (5)         100,000          3.3%            2.8%
-------------------------------------------------------------------------------------------------------------

R.G. McMorran                                    240,000 (6)         200,000          1.2%            0.2%
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Represents shares owned beneficially by the named individual, including
         shares that such individual has the right to acquire within 60 days of
         the date of this reoffer prospectus. Unless otherwise noted, all
         persons referred to above have sole voting and sole investment power.

(2)      Percentages before issuance are based on 19,781,549 shares of common
         stock outstanding as of November 6, 2002. Where the persons listed on
         this table have the right to obtain additional shares of common stock
         within 60 days from November 6, 2002, these additional shares are
         deemed to be outstanding for the purpose of computing the percentage of
         class owned by such persons, but are not deemed to be outstanding for
         the purpose of computing the percentage of any other person.


                                       7

<PAGE>

(3)      Mr. Stein is our Chairman of the Board and a director. Includes 398,333
         shares issuable upon exercise of stock options and warrants.

(4)      Mr. Vileshin is our President, Chief Executive Officer and a director.
         Includes 590,000 shares issuable upon exercise of stock options.

(5)      Mr. Crom is our Chief Financial Officer, Secretary and a director.
         Includes 408,333 shares issuable upon exercise of stock options and
         warrants.

(6)      Includes 40,000 shares issuable upon exercise of stock options held by
         Mr. McMorran's company.


                              PLAN OF DISTRIBUTION

         The selling stockholders may, from time to time, elect to sell all or a
portion of the shares offered under this prospectus in the over-the-counter
market. Sales are anticipated to be made at market prices prevailing at the
times of such sales. The selling stockholders may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, they may choose to dispose of the shares offered under this prospectus
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, the selling stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The amount of securities to be reoffered or resold by
means of this reoffer prospectus, by each person, and any other person with whom
he or she is acting in concert for the purpose of selling our securities, may
not exceed, during any three month period, the amount specified in Rule 144(e)
under the Securities Act.

         Any broker-dealer participating in such transactions as agent may
receive commissions from the selling stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the selling stockholders.
Broker-dealers may agree with him or her to sell a specified number of shares at
a stipulated price per share, and, to the extent such a broker-dealer is unable
to do so acting as agent for the selling stockholder, to purchase as principal
any unsold shares at the price required to fulfill the broker-dealer commitment
to them. Broker-dealers who acquire shares as principal may thereafter resell
such shares from time to time in transactions (which may involve crosses and
block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive commissions from the purchasers of such
shares.

         We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Securities Exchange Act may apply to sales of
shares in the market and to the activities of the selling stockholders and their
affiliates. In addition, we will make copies of this reoffer prospectus
available to the selling stockholders and have informed them of the possible
need for delivery of copies of this reoffer prospectus to purchasers on or prior
to sales of the shares offered under this reoffer prospectus. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker, and any profits received on
the resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act if any such broker-dealers purchase shares
as principal.

         Any securities covered by this reoffer prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

         There can be no assurance that the selling stockholders will sell any
or all of the shares of common stock offered under this reoffer prospectus.



                                       8

<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the Nevada General Corporation Law, we have broad powers to
indemnify our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act. Our Articles of
Incorporation also provide for mandatory indemnification of our directors and
executive officers, and permissive indemnification of our employees and agents,
to the fullest extent permissible under Nevada law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that act and is therefore unenforceable.


                                  LEGAL MATTERS

         The validity of the common stock offered hereby will be passed upon for
us by Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado.


                                     EXPERTS

         The consolidated financial statements as of March 31, 2002 and the two
years then ended incorporated in this reoffer prospectus by reference from our
Annual Report on Form 10-KSB for the fiscal year ended March 31, 2002, have been
so included in reliance on the report of Davidson & Company, independent
accountants, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

o        our Annual Report on Form 10-KSB for the fiscal year ended March 31,
         2002;
o        our Quarterly Report on Form 10-QSB for the quarter ended June 30,
         2002;
o        the description of our common stock, par value $.001 per share,
         contained in Part II, Item 14 of our amended Registration Statement on
         Form 20-F filed on July 1, 1999; and
o        all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of Thomas L.
Crom at Timebeat.com Enterprises Inc., P.O. Box 9, Payson, Arizona 85547-0009,
telephone number (520) 474-9151.



                                       9
<PAGE>


               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer prospectus. As permitted by the rules and
regulations of the Commission, this reoffer prospectus, which is a part of the
registration statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration statement may be inspected without charge at the Public
Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room can be obtained by
calling the SEC at 1-800-SEC-0330. In addition, registration statements and
certain other filings made with the Commission through its Electronic Data
Gathering, Analysis and Retrieval system, including our registration statement
and all exhibits and amendments to our registration statements, are publicly
available through the Commission's website at http://www.sec.gov.

         We are subject to the information and reporting requirements of the
Exchange Act and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Securities and Exchange Commission.










                                       10


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The  following documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      Annual  Report on  Form 10-KSB for the fiscal year ended March
                  31, 2002, Commission File No. 0-29260;

         (b)      Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2002, Commission File No. 0-29260; and

         (c)      Amended  Registration  Statement on Form 20-F filed on July 1,
                  1999, Commission File No. 0-29260.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities  Exchange Act of 1934 (the "1934 Act") after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the Nevada  General  Corporation  Law, the  registrant has broad powers to
indemnify its directors and officers against  liabilities they may incur in such
capacities,  including  liabilities under the Securities Act of 1933, as amended
(the "1933 Act").  The registrant's  Articles of Incorporation  also provide for
mandatory   indemnification  of  its  directors  and  executive  officers,   and
permissive  indemnification  of its employees and agents,  to the fullest extent
permissible under Nevada law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

The shares issued to Jack Stein, Thomas L. Crom,  Alexander Vileshin,  and R. G.
McMorran were issued in reliance upon the exemption from registration  contained
in Section 4(2) of the 1933 Act. Messrs.  Stein,  Crom, and Vileshin are current
officers  and/or  directors  of the  registrant.  Mr.  McMorran  is  currently a
consultant to the registrant. He is deemed to be sophisticated with regard to an
investment in the registrant. No underwriters were used.




                                      II-1


<PAGE>


ITEM 8.  EXHIBITS

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

   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
     4.1       Articles of Incorporation (incorporated by reference to Exhibit
               4.1 to the registrant's registration statement on Form S-8, File
               No. 333-75474)
--------------------------------------------------------------------------------
     4.2       Bylaws (incorporated by reference to Exhibit 4.2 to the
               registrant's registration statement on Form S-8, File No.
               333-75474)
--------------------------------------------------------------------------------
     4.3       2002 Nonstatutory Stock Option Plan
--------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
    23.1       Consent of Davidson & Company
--------------------------------------------------------------------------------
    23.2       Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.
               (incorporated by reference into Exhibit 5.1)
--------------------------------------------------------------------------------


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 1933 Act; (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;  and (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 clauses (1)(i) and (1)(ii) shall not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the registrant  pursuant
to  Section  13 or  Section  15(d) of the 1934  Act  that  are  incorporated  by
reference  into this  registration  statement;  (2)  that,  for the  purpose  of
determining any liability under the 1933 Act, 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;  and (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 the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the registrant's  annual report
pursuant to section 13(a) or section 15(d) of the 1934 Act 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  liability  arising  under the 1933 Act 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 a 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  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.


                                      II-2

<PAGE>


                                   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 the City of Payson, State of Arizona, on November 13, 2002.

                                   TIMEBEAT.COM ENTERPRISES INC.


                                   By: /s/ THOMAS L. CROM
                                      ------------------------------------------
                                           Thomas L. Crom, Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
SIGNATURE                                  TITLE                                      DATE
<S>                                        <C>                                        <C>

                                           Chief Executive Officer, President and
                                           Director (Principal Executive and
/s/ ALEXANDER VILESHIN                     Accounting Officer)                        November 13, 2002
---------------------------------
Alexander Vileshin


                                           Director, Chief Financial Officer and
/s/ THOMAS L. CROM                         Secretary (Principal Financial Officer)    November 13, 2002
---------------------------------
Thomas L. Crom



/s/ JACK STEIN                             Director                                   November 13, 2002
---------------------------------
Jack Stein


</TABLE>













                                      II-3
[{"type": "S-8", "sequence": "1", "filename": "s-8_112002.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 51158}]
{"company-data": {"conformed-name": "TIMEBEAT COM ENTERPRISES INC /", "cik": "0001001808", "assigned-sic": "5651", "irs-number": "861040643", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101214", "film-number": "02825968"}, "business-address": {"street1": "P.O. BOX 9", "city": "PAYSON", "state": "AZ", "zip": "85547", "phone": "9284749151"}, "mail-address": {"street1": "P.O. BOX 9", "city": "PAYSON", "state": "AZ", "zip": "85547"}, "former-company": {"former-conformed-name": "AGC AMERICAS GOLD CORP", "date-changed": "19970513"}}
As filed on November 14, 2002              Registration Statement No. 333-______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          TIMEBEAT.COM ENTERPRISES INC.
             (Exact name of registrant as specified in its charter)

           NEVADA                                       86-1040643
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                     P.O. BOX 9, PAYSON, ARIZONA 85547-0009
               (Address or principal executive offices)(Zip code)

                       2002 NONSTATUTORY STOCK OPTION PLAN
         STOCK GRANTS PURSUANT TO RESOLUTIONS OF THE BOARD OF DIRECTORS
                              (Full title of plan)

                       THOMAS L. CROM, CORPORATE SECRETARY
      TIMEBEAT.COM ENTERPRISES INC., P.O. BOX 9, PAYSON, ARIZONA 85547-0009
                     (Name and address of agent for service)

                                 (520) 474-9151
          (Telephone number, including area code, of agent for service)

                                    Copy to:
          FAY M. MATSUKAGE, DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
              455 SHERMAN STREET, SUITE 300, DENVER, COLORADO 80203

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                  Proposed maximum       Proposed maximum
Title of securities to       Amount to be        offering price per     aggregate offering          Amount of
     be registered            registered                share                  price            registration fee
-----------------------------------------------------------------------------------------------------------------
Common stock, $0.001        550,000 shares            $0.23 (1)
$126,500                $11.64
par value
-----------------------------------------------------------------------------------------------------------------
2002 Nonstatutory          3,000,000 shares           $0.23 (1)
$690,000                $63.48
Stock Option Plan -
common stock, $0.001
par value
-----------------------------------------------------------------------------------------------------------------
TOTAL                      3,550,000 shares                                  $816,600                 $75.12
-----------------------------------------------------------------------------------------------------------------

-----------------
(1)
Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act based upon the closing
         price of the Registrant's Common Stock as reported on the NASD OTC
         Bulletin Board on November 11, 2002.
EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act, to register shares of our
common stock, $.001 par value per share, (1) issuable pursuant to the exercise
of stock options granted under our 2002 Nonstatutory Stock Option Plan and (2)
issued under stock grants and to be reoffered. Under cover of this Form S-8 is
our reoffer prospectus prepared in accordance with Part I of Form S-3 under the
Securities Act. Our reoffer prospectus has been prepared pursuant to Instruction
C of Form S-8, in accordance with the requirements of Part I of Form S-3, and
may be used for reofferings and resales on a continuous or delayed basis in the
future of "control securities" and "restricted securities".

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

We will send or give the documents containing the information specified in Part
1 of Form S-8 to participants as specified by the Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements under Rule 424 of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Timebeat.com Enterprises Inc., a Nevada corporation, will furnish without charge
to all participants and to each person to whom the reoffer prospectus is
delivered, upon the oral or written request of such person, a copy of any and
all of the documents incorporated by reference (other than exhibits to such
documents). Requests should be directed to the attention of Thomas L. Crom at
Timebeat.com Enterprises Inc., P.O. Box 9, Payson, Arizona 85547-0009, telephone
number (520) 474-9151.

                                       ii
REOFFER PROSPECTUS

                         550,000 SHARES OF COMMON STOCK

                          Timebeat.com Enterprises Inc.
                                   P.O. Box 9
                           Payson, Arizona 85547-0009
                                 (520) 474-9151

         This reoffer prospectus relates to 550,000 shares of the common stock
of Timebeat.com Enterprises Inc. which may be offered and resold from time to
time by the selling stockholders identified in this prospectus for their own
account. It is anticipated that the selling stockholders will offer shares for
sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will
receive no part of the proceeds from sales made under this reoffer prospectus.
The selling stockholders will bear all sales commissions and similar expenses.
Any other expenses incurred by us in connection with the registration and
offering and not borne by the selling stockholders will be borne by us.

         Each selling stockholder and any broker executing selling orders on
behalf of them may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act.

         Our common stock is traded on the OTC  Bulletin  Board under the symbol
"TMBT." On November 11,  2002,  the last  reported  price of our common stock on
such market was $0.23 per share.

         This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 3.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

            The date of this reoffer prospectus is November 14, 2002.
TABLE OF CONTENTS

                                                                            PAGE

SUMMARY........................................................................3

RISK FACTORS...................................................................3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................7

USE OF PROCEEDS................................................................7

SELLING STOCKHOLDERS...........................................................7

PLAN OF DISTRIBUTION...........................................................8

INDEMNIFICATION OF DIRECTORS AND OFFICERS......................................9

LEGAL MATTERS..................................................................9

EXPERTS........................................................................9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................9

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US............................10

         You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.

                                       2
SUMMARY

         We own and operate several Internet web sites, which cater primarily to
people who have an interest in fine watches, jewelry, clothing, high-end gift
and other luxury items.

         We had engaged in the mineral exploration business and had acquired
mineral properties primarily located in British Columbia, Canada. During the
fiscal year ended March 31, 2001, we discontinued our mineral exploration
activities to focus our efforts on our Internet operations and wrote down our
accumulated expenditures. While we still own certain mineral properties, we do
not expect to generate operating income or cash flow from these properties in
the near-term.

         In March 1999, we entered the Internet and e-commerce business. In
November 1999, we launched our first Web site, WWW.TIMEBEAT.COM. This is an
e-commerce Web site that markets and sells watches and jewelry, and we intend to
offer high-end gift items and other luxury items. In December 1999, in order to
increase content and awareness of WWW.TIMEBEAT.COM, we acquired our second Web
site, WWW.WATCHZONE.NET. This is an informational Web site which allows
consumers the ability to gather and exchange information in chat forums and from
existing publications, news and press releases, manufacturers' literature, and
product demonstrations and evaluations.

         In June 2001, we launched our new Web site called
WWW.TIMEBEAT4TEENS.COM. This Web site is an e-commerce site that sells jewelry,
watches, music, clothing and related items to the young adult market age group
between 10 to 24 years old. We believe that by cross-promoting our Web sites, we
may be able to reach both parents and their children.

         In March 2002, we formed a new division called 2 Live Entertainment to
operate in the music industry.

         Our executive offices are located at P.O. Box 9, Payson, Arizona 85547,
and our telephone number is (928) 474-9151.

                                  RISK FACTORS

         An investment in the common stock being offered for resale by the
selling shareholders is very risky. You should carefully consider the risk
factors described below, together with all other information in this prospectus
before making an investment decision. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occurs, our
business, financial conditions or operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

GENERAL RISK FACTORS

         WE HAVE A HISTORY OF LOSSES AND WE EXPECT LOSSES TO CONTINUE FOR THE
FORESEEABLE FUTURE. THERE IS DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN. We have incurred losses since our inception, and we expect to continue
to incur additional losses. As of June 30, 2002, we had an accumulated deficit
of $15,492,551. We cannot assure you that we will achieve or sustain
profitability in the future.

         WE EXPECT TO ENCOUNTER RISKS FREQUENTLY FACED BY EARLY STAGE COMPANIES.
We have a limited operating history and our operations are subject to all of the
risks inherent in a new business enterprise engaged in the Internet e-commerce
industries. The likelihood of our success must be considered in light of the
expenses, difficulties and delays frequently encountered in connection with the
start-up of new businesses, those historically encountered by us, and the
competitive environment in which we operate.

         WE DO NOT GENERATE SUFFICIENT REVENUE TO FINANCE OUR OPERATIONS, AND WE
RELY SUBSTANTIALLY UPON OUTSIDE FINANCING. We believe we are likely to remain
unprofitable for the foreseeable future. Because of our

                                       3
inability to generate an operating profit in the near future, it will be
necessary for us to rely upon external sources of financing. Based on our
potential rate of cash operating expenditures and our current plans, the
proceeds of our investment agreement with Swartz Private Equity, LLC may
constitute our principal source of financing. However, our ability to raise
funds under the investment agreement is subject to certain conditions. These
include the continuing effectiveness of a registration statement covering the
resale of the shares sold under the investment agreement and a limitation on the
number of shares we may issue based on the volume of trading in our common
stock. We may be unable to satisfy one or more of these conditions. If we cannot
obtain financing when needed, we may be forced to cease operations and abandon
our business. You could lose your entire investment.

         OUR FUTURE PROFITABILITY REMAINS UNCERTAIN. We have suffered losses
from operations, require additional financing, and we need to continue the
expansion of our business divisions. Ultimately we need to generate revenues and
successfully attain profitable operations. These factors raise substantial doubt
about our ability to continue as a going concern. We cannot provide any
assurance that we will be able to attain profitable operations.

         OUR OFFICERS, DIRECTORS AND MANAGEMENT MAY BE SUBJECT TO CONFLICTS OF
INTERESTS DURING OUR OPERATIONS. Our officers, directors and management are
affiliated with other companies that are engaged in the business of mineral
exploration and Internet e-commerce. Such associations may give rise to
conflicts of interest from time to time. A conflict of interest poses the risk
that we may enter into a transaction on terms that would place us in a worse
position than if no conflict existed. While our directors are required by law to
act honestly and in good faith with a view to our best interest and to disclose
any interest which they many have in any project or opportunity of which we are
involved, we have no specific internal policy governing conflicts of interest.

         YOU MAY SUFFER DILUTION IN YOUR OWNERSHIP OF OUR SHARES FROM THE
EXERCISE OR CONVERSION OF OPTIONS, WARRANTS, AND CONVERTIBLE SECURITIES ISSUED
TO OTHER PERSONS. There are outstanding options, warrants, and convertible
securities to acquire shares of our common stock and we may grant additional
rights in the future, including those that we may grant to Swartz. If any of the
outstanding options, warrants, or convertible securities are exercised or
converted, your percentage ownership in will be reduced. So long as these
options, warrants, and convertible securities are exercisable, the holders will
have the opportunity to profit from a rise in the price of our common stock. The
existence of such options, warrants, and convertible securities may adversely
affect the terms on which we can obtain additional financing. The holders of
such options, warrants, and convertible securities can be expected to exercise
them at a time when we would probably be able to obtain additional capital by an
offering of our common stock at a price higher than the exercise price of these
outstanding options, warrants, and convertible securities.

         THE EXERCISE OF OUR PUT RIGHTS MAY LOWER THE MARKET PRICE OF OUR COMMON
STOCK AND SUBSTANTIALLY DILUTE THE INTERESTS OF OTHER HOLDERS OF OUR COMMON
STOCK. As we exercise our put rights under our investment agreement with Swartz,
we will be required to issue shares of our common stock to Swartz at a price
below the prevailing market price of our common stock. The shares issuable to
Swartz upon exercise of put rights will be issued at a price equal to the lesser
of (a) the market price for our common stock minus $0.075 or (b) 93% of the
market price for our common stock. Accordingly, we will issue the shares
issuable to Swartz upon exercise of our put rights at a rate that will be below
the market price of our common stock. This, in turn, may decrease the price of
our common stock and entitle Swartz to receive a greater number of shares of our
common stock upon exercise of our put rights, and this may also decrease the
exercise price of the commitment warrants issued to Swartz.

         "PENNY STOCK" RULES COULD AFFECT THE SECONDARY MARKET FOR OUR COMMON
STOCK AND MAY AFFECT YOUR ABILITY TO SELL SHARES OF OUR COMMON STOCK. Our common
stock is subject to rules promulgated by the SEC that regulate broker-dealer
practices in connection with transactions in "penny stocks". Generally, penny
stocks are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements

                                       4
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These requirements may have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock
rules. As long as our common stock is subject to the penny stock rules, the
holders of common stock may find it difficult to sell their common stock.

         A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK MAY IMPAIR YOUR LIQUIDITY
AND/OR RETURN ON INVESTMENT. Our common stock is traded in the over-the-counter
market. The price for the stock and the volume of shares traded fluctuate
widely. Consequently, persons who invest in our common stock may not be able to
use their shares as collateral for loans and may not be able to liquidate at a
suitable price in the event of an emergency. In addition, holders may not be
able to resell their shares, or may not be able to sell their shares at or above
the price they paid for them.

RISK FACTORS RELATING TO OUR INTERNET WEB SITES

         WE MAY BE UNABLE TO COMPETE EFFECTIVELY AGAINST OTHERS AND MAY BE
FORCED TO ABANDON THE EXECUTION OF OUR CURRENT BUSINESS PLAN. We compete with
other Internet based entities that maintain commercial Web sites relating to
fine watches, jewelry, high-end gift and other luxury items, as well as sites
relating to music, clothing, and accessories. In addition, all major watch and
jewelry manufacturers have their own Web sites and many have recently launched
or announced plans to launch online buying services. We believe that the
principal competitive factors in the online market are brand recognition, speed
and quality of fulfillment, variety of value-added services, ease of use,
customer satisfaction, quality of service, and technical expertise. We cannot
assure you that we will be able to compete successfully against current or
future competitors, many of which have substantially more capital, existing
brand recognition, resources, and access to additional financing. In addition,
competitive pressures may result in increased marketing costs, decreased Web
site traffic or loss of market share, or otherwise may materially and adversely
affect our business, results of operations and financial condition.

         The market for Internet-based commercial services is new, and we expect
competition among commercial Web sites to increase significantly in the future.
Minimal barriers to entry characterize Internet commerce, and new competitors
can launch new Web sites at relatively low cost. To compete successfully as an
Internet-based commercial entity, we must increase awareness of our services and
brand name. If we do not achieve our competitive objectives, such failure may
have a material adverse effect on our business, results of operations, and
financial condition.

         OUR SUCCESS WILL DEPEND UPON DEVELOPING BRAND ACCEPTANCE. We believe
that the importance of brand recognition will increase as more companies engage
in commerce over the Internet. Development and awareness of the Timebeat.com
brand will depend largely on our ability to allocate effectively our resources
to successfully develop and implement effective advertising and marketing
efforts. We will not be successful in promoting and maintaining our brand if
customers do not perceive us as an effective channel for purchases. Our failure
to develop our brand name will have a material adverse effect on our business,
results of operations, and financial condition.

         OUR PRODUCTS ARE SUBJECT TO DISCRETIONARY PURCHASING HABITS. The
average consumer does not usually purchase the luxury and premium products that
are offered on our Web sites. The products are expensive and are marketed at
consumers with discretionary or extra income. Discretionary income is usually
tied to a strong financial market, job market, and an overall healthy economy.
Accordingly, our sales are also subject to a healthy economy.

         WE DO NOT MAINTAIN AN INVENTORY OF WATCHES, AND WE RELY ENTIRELY UPON
OUR CONTACTS IN THE WHOLESALE MARKET TO PURCHASE A WATCH ON THE SAME DAY IT IS
ORDERED ON OUR WEB SITE. We do not maintain an inventory of watches. Instead, we
rely entirely upon our contacts in the wholesale watch industry to purchase a
watch on the same day it is ordered on our Web site. We cannot assure you that
we will be able to purchase a watch on the day it is ordered, if at all. There
is a possibility that our wholesale contacts may not have the particular watch.
Further,

                                       5
we may have to pay more for a watch than what we originally expected when we
priced the watch for purchase on our Web site. As a result, we may have to
cancel certain orders and incur higher costs, which in turn will reduce or
eliminate our revenue, if any.

         OUR SUCCESS WILL DEPEND ON GROWTH AND ACCEPTANCE OF INTERNET COMMERCE.
The market for Internet-based businesses has only recently begun to develop and
is evolving rapidly. While many Internet commerce companies have grown in terms
of revenue, few are profitable. We cannot assure you that we will be profitable.
As is typical for a new and rapidly evolving industry, demand and market
acceptance for recently introduced services and products over the Internet are
subject to a high level of uncertainty and there are few proven services and
products. Moreover, since the market for our services is new and evolving, it is
difficult to predict the future growth rate, if any, and size of this market.
The success of our services will depend upon the adoption of the Internet by
consumers as a mainstream medium for commerce. While we believe that our
services offer significant advantages to consumers and dealers, we cannot assure
you that widespread acceptance of Internet commerce in general, or of our
services in particular, will occur. Our success will require that consumers, who
have historically relied upon retail stores, will accept new methods of
conducting business and exchanging information. Moreover, critical issues
concerning the commercial use of the Internet, including ease of access,
security, reliability, cost, and quality of service, remain unresolved and may
impact the growth of Internet use. If the market for Internet-based businesses
fails to develop, develops more slowly than expected, or becomes saturated with
competitors, or if our services do not achieve market acceptance, our business,
results of operations, and financial condition will be materially and adversely
affected.

         OUR OPERATIONS ARE SUBJECT TO REGULATORY UNCERTAINTIES AND GOVERNMENT
REGULATION. There are currently few laws or regulations that apply directly to
the Internet. Due to the increasing popularity of the Internet, it is possible
that a number of local, state, national or international laws and regulations
may be adopted with respect to issues such as the pricing of services and
products, advertising, user privacy, intellectual property, information
security, or anti-competitive practices over the Internet. In addition, tax
authorities in a number of states are currently reviewing the appropriate tax
treatment of companies engaged in Internet commerce. New state tax regulations
may subject us to additional state sales, use, and income taxes. Because our
business is dependent on the Internet, the adoption of any such laws or
regulations may decrease the growth of Internet usage or the acceptance of
Internet commerce that could, in turn, decrease the demand for our services and
increase our costs. To date, we have not spent significant resources on lobbying
or related government affairs issues, but we may need to do so in the future.

         SYSTEMS INTERRUPTIONS WILL ADVERSELY AFFECT OPERATIONS. Although we
have agreements with host servers who maintain redundant offsite backup servers,
all of our primary servers could be vulnerable to interruption by damage from
fire, flood, power loss, telecommunications failure, break-ins, and other events
beyond our control. We have experienced periodic systems interruptions and
anticipate that such interruptions will occur from time to time in the future.
In the event that we experience significant system disruptions, our business,
results of operations, and financial condition would be materially and adversely
affected.

         SECURITY BREACHES INVOLVING CONFIDENTIAL INFORMATION TRANSMITTED VIA
THE INTERNET COULD EXPOSE US TO LOSS, LITIGATION OR OTHER LIABILITIES. To the
extent that our activities involve the storage and transmission of proprietary
information, such as personal financial information, security breaches could
expose us to a risk of financial loss, litigation, and other liabilities. We
rely on technology that is designed to facilitate the secure transmission of
confidential information. Our computer infrastructure, however, may be
vulnerable to physical or electronic computer break-ins, viruses, and similar
disruptive problems. A party who circumvents our security measures could
misappropriate proprietary information, jeopardize the confidential nature of
information transmitted over the Internet, or cause interruptions in our
operations. Concerns over the security of Internet transactions and the privacy
of users also could inhibit the growth of the Internet in general, particularly
as a means of conducting commercial transactions. Our insurance policies
currently do not protect against such losses. Any such security breach could
have a material adverse effect on our business, results of operations, and
financial condition.

                                       6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," as
well as the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, you should specifically consider various
factors, including the risks described above and in other parts of this
prospectus. These factors may cause our actual results to differ materially from
any forward-looking statement. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholders.

                              SELLING STOCKHOLDERS

         The selling stockholders acquired beneficial ownership of all shares to
be registered under this reoffer prospectus through stock granted by us. The
following table shows the names of the selling stockholders, the number of
shares of common stock beneficially owned by such stockholders as of November 6,
2002, and the number of shares of common stock that he may sell from time to
time under this reoffer prospectus.

         We may amend or supplement this reoffer prospectus from time to time in
the future to update or change this list of selling stockholders and shares
which may be resold.
-------------------------------------------------------------------------------------------------------------

                                                                                  PERCENTAGE OF SHARES
                                                 NUMBER OF                        BENEFICIALLY OWNED (2)
                                                   SHARES                         ---------------------------
                                                BENEFICIALLY         SHARES          BEFORE          AFTER
SELLING STOCKHOLDERS                             OWNED (1)         REGISTERED       OFFERING        OFFERING
-------------------------------------------------------------------------------------------------------------
Jack Stein                                       738,338 (3)         200,000          3.7%            2.7%
-------------------------------------------------------------------------------------------------------------

Alexander Vileshin                               671,500 (4)          50,000          3.3%            3.1%
-------------------------------------------------------------------------------------------------------------

Thomas L. Crom III                               668,333 (5)         100,000          3.3%            2.8%
-------------------------------------------------------------------------------------------------------------

R.G. McMorran                                    240,000 (6)         200,000          1.2%            0.2%
-------------------------------------------------------------------------------------------------------------
(1)      Represents shares owned beneficially by the named individual, including
         shares that such individual has the right to acquire within 60 days of
         the date of this reoffer prospectus. Unless otherwise noted, all
         persons referred to above have sole voting and sole investment power.

(2)      Percentages before issuance are based on 19,781,549 shares of common
         stock outstanding as of November 6, 2002. Where the persons listed on
         this table have the right to obtain additional shares of common stock
         within 60 days from November 6, 2002, these additional shares are
         deemed to be outstanding for the purpose of computing the percentage of
         class owned by such persons, but are not deemed to be outstanding for
         the purpose of computing the percentage of any other person.

                                       7
(3)      Mr. Stein is our Chairman of the Board and a director. Includes 398,333
         shares issuable upon exercise of stock options and warrants.

(4)      Mr. Vileshin is our President, Chief Executive Officer and a director.
         Includes 590,000 shares issuable upon exercise of stock options.

(5)      Mr. Crom is our Chief Financial Officer, Secretary and a director.
         Includes 408,333 shares issuable upon exercise of stock options and
         warrants.

(6)      Includes 40,000 shares issuable upon exercise of stock options held by
         Mr. McMorran's company.

                              PLAN OF DISTRIBUTION

         The selling stockholders may, from time to time, elect to sell all or a
portion of the shares offered under this prospectus in the over-the-counter
market. Sales are anticipated to be made at market prices prevailing at the
times of such sales. The selling stockholders may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, they may choose to dispose of the shares offered under this prospectus
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, the selling stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The amount of securities to be reoffered or resold by
means of this reoffer prospectus, by each person, and any other person with whom
he or she is acting in concert for the purpose of selling our securities, may
not exceed, during any three month period, the amount specified in Rule 144(e)
under the Securities Act.

         Any broker-dealer participating in such transactions as agent may
receive commissions from the selling stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the selling stockholders.
Broker-dealers may agree with him or her to sell a specified number of shares at
a stipulated price per share, and, to the extent such a broker-dealer is unable
to do so acting as agent for the selling stockholder, to purchase as principal
any unsold shares at the price required to fulfill the broker-dealer commitment
to them. Broker-dealers who acquire shares as principal may thereafter resell
such shares from time to time in transactions (which may involve crosses and
block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive commissions from the purchasers of such
shares.

         We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Securities Exchange Act may apply to sales of
shares in the market and to the activities of the selling stockholders and their
affiliates. In addition, we will make copies of this reoffer prospectus
available to the selling stockholders and have informed them of the possible
need for delivery of copies of this reoffer prospectus to purchasers on or prior
to sales of the shares offered under this reoffer prospectus. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker, and any profits received on
the resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act if any such broker-dealers purchase shares
as principal.

         Any securities covered by this reoffer prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

         There can be no assurance that the selling stockholders will sell any
or all of the shares of common stock offered under this reoffer prospectus.

                                       8
INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the Nevada General Corporation Law, we have broad powers to
indemnify our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act. Our Articles of
Incorporation also provide for mandatory indemnification of our directors and
executive officers, and permissive indemnification of our employees and agents,
to the fullest extent permissible under Nevada law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that act and is therefore unenforceable.

                                  LEGAL MATTERS

         The validity of the common stock offered hereby will be passed upon for
us by Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado.

                                     EXPERTS

         The consolidated financial statements as of March 31, 2002 and the two
years then ended incorporated in this reoffer prospectus by reference from our
Annual Report on Form 10-KSB for the fiscal year ended March 31, 2002, have been
so included in reliance on the report of Davidson & Company, independent
accountants, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

o        our Annual Report on Form 10-KSB for the fiscal year ended March 31,
         2002;
o        our Quarterly Report on Form 10-QSB for the quarter ended June 30,
         2002;
o        the description of our common stock, par value $.001 per share,
         contained in Part II, Item 14 of our amended Registration Statement on
         Form 20-F filed on July 1, 1999; and
o        all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of Thomas L.
Crom at Timebeat.com Enterprises Inc., P.O. Box 9, Payson, Arizona 85547-0009,
telephone number (520) 474-9151.

                                       9
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer prospectus. As permitted by the rules and
regulations of the Commission, this reoffer prospectus, which is a part of the
registration statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration statement may be inspected without charge at the Public
Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room can be obtained by
calling the SEC at 1-800-SEC-0330. In addition, registration statements and
certain other filings made with the Commission through its Electronic Data
Gathering, Analysis and Retrieval system, including our registration statement
and all exhibits and amendments to our registration statements, are publicly
available through the Commission's website at http://www.sec.gov.

         We are subject to the information and reporting requirements of the
Exchange Act and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Securities and Exchange Commission.

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The  following documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      Annual  Report on  Form 10-KSB for the fiscal year ended March
                  31, 2002, Commission File No. 0-29260;

         (b)      Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2002, Commission File No. 0-29260; and

         (c)      Amended  Registration  Statement on Form 20-F filed on July 1,
                  1999, Commission File No. 0-29260.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities  Exchange Act of 1934 (the "1934 Act") after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the Nevada  General  Corporation  Law, the  registrant has broad powers to
indemnify its directors and officers against  liabilities they may incur in such
capacities,  including  liabilities under the Securities Act of 1933, as amended
(the "1933 Act").  The registrant's  Articles of Incorporation  also provide for
mandatory   indemnification  of  its  directors  and  executive  officers,   and
permissive  indemnification  of its employees and agents,  to the fullest extent
permissible under Nevada law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

The shares issued to Jack Stein, Thomas L. Crom,  Alexander Vileshin,  and R. G.
McMorran were issued in reliance upon the exemption from registration  contained
in Section 4(2) of the 1933 Act. Messrs.  Stein,  Crom, and Vileshin are current
officers  and/or  directors  of the  registrant.  Mr.  McMorran  is  currently a
consultant to the registrant. He is deemed to be sophisticated with regard to an
investment in the registrant. No underwriters were used.

                                      II-1
ITEM 8.  EXHIBITS

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

   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
     4.1       Articles of Incorporation (incorporated by reference to Exhibit
               4.1 to the registrant's registration statement on Form S-8, File
               No. 333-75474)
--------------------------------------------------------------------------------
     4.2       Bylaws (incorporated by reference to Exhibit 4.2 to the
               registrant's registration statement on Form S-8, File No.
               333-75474)
--------------------------------------------------------------------------------
     4.3       2002 Nonstatutory Stock Option Plan
--------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
    23.1       Consent of Davidson & Company
--------------------------------------------------------------------------------
    23.2       Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.
               (incorporated by reference into Exhibit 5.1)
--------------------------------------------------------------------------------

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 1933 Act; (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;  and (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 clauses (1)(i) and (1)(ii) shall not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the registrant  pursuant
to  Section  13 or  Section  15(d) of the 1934  Act  that  are  incorporated  by
reference  into this  registration  statement;  (2)  that,  for the  purpose  of
determining any liability under the 1933 Act, 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;  and (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 the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the registrant's  annual report
pursuant to section 13(a) or section 15(d) of the 1934 Act 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  liability  arising  under the 1933 Act 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 a 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  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.

                                      II-2
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 the City of Payson, State of Arizona, on November 13, 2002.

                                   TIMEBEAT.COM ENTERPRISES INC.

                                   By: /s/ THOMAS L. CROM
                                      ------------------------------------------
                                           Thomas L. Crom, Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
SIGNATURE                                  TITLE                                      DATE
Chief Executive Officer, President and
                                           Director (Principal Executive and
/s/ ALEXANDER VILESHIN                     Accounting Officer)                        November 13, 2002
---------------------------------
Alexander Vileshin

                                           Director, Chief Financial Officer and
/s/ THOMAS L. CROM                         Secretary (Principal Financial Officer)    November 13, 2002
---------------------------------
Thomas L. Crom

/s/ JACK STEIN                             Director                                   November 13, 2002
---------------------------------
Jack Stein
II-3