As filed on December 19, 2001            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
        incorporation or organization)              Identification No.)

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

                             1999 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)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                    Proposed maximum        Proposed maximum
Title of securities to                             offering price per      aggregate offering
     be registered            Amount to be                share                   price                 Amount of
                               registered                                                            registration fee
<S>                         <C>                         <C>                    <C>                       <C>

Common stock,                 217,400 shares            $0.45 (1)<F1>             $97,830                 $23.38
$0.001 par value

1999 Stock Option           3,200,000 shares            $0.45 (1)<F1>          $1,440,000                $344.16
Plan - common
stock, $0.001 par
value

TOTAL                       3,417,400 shares                                   $1,537,830                $367.54

<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 December 13, 2001.
</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, issuable pursuant to (1) the exercise
of stock options granted under our 1999 Stock Option Plan and (2) stock grants.
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" which are
to be issued pursuant to the exercise of stock options and stock grants.


                                     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 employees 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 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


                        1,101,400 SHARES OF COMMON STOCK


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


         This reoffer prospectus relates to 1,101,400 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 December 13, 2001, the last reported price of our common stock on
such market was $0.45 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 December 19, 2001.


                                       iii

<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

         Effective October 16, 2001, we consummated our change of domicile from
the Yukon Territory to the State of Nevada.

         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.

         Our offices are located at P.O. Box 9, Payson, Arizona 85547-0009, and
our telephone number is (520) 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. We have incurred losses since our inception, and we expect
to continue to incur additional losses. As of September 30, 2001, we had an
accumulated deficit of $14,082,687. 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.
Since our inception in May 1986, we have generated only a limited amount of
revenues. We have a limited operating history and our operations are subject to
all of the risks inherent in a new business enterprise engaged in 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 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


                                        3


<PAGE>

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. 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 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 which 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 Private
Equity, LLC. 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
Private Equity, LLC, 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 lessor 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 showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules


                                        4


<PAGE>


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 are 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. 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 luxury
and premium products which are offered on our Web sites are not usually
purchased by the average consumer. 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 or will acquire 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 October 2, 2001, and the number of shares of common stock that he or she 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>
                                                  NUMBER OF                                 PERCENTAGE OF SHARES
                                                   SHARES                                  BENEFICIALLY OWNED (2)<F2>
                                                BENEFICIALLY          SHARES             BEFORE              AFTER
SELLING STOCKHOLDERS                              OWNED (1)<F1>     REGISTERED          OFFERING           OFFERING
<S>                                              <C>                  <C>                 <C>                <C>
Alexander Vileshin                               621,500 (3)<F3>      590,000             3.3%               0.2%
235 E. 40th Street, Apr. 34II
New York, New York 10016

Michele Albo                                     226,400 (4)<F4>      161,400             1.2%               0.4%
332 Tulip Lane
Freehold, New Jersey  07728

Thomas L. Crom III                               535,000 (5)<F5>      350,000             2.9%               1.0%
P.O. Box 9
Payson, Arizona 85547-0009
---------------

<FN>
(1)<F1>  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)<F2>  Percentages before issuance are based on 17,999,370 shares of common
         stock outstanding as of October 2, 2001. Where the persons listed on
         this table have the right to obtain additional shares of common stock


                                        7


<PAGE>


         within 60 days from October 2, 2001, 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.

(3)<F3>  Mr. Vileshin is our President, Chief Executive Officer and a director.
         Includes 590,000 shares issuable upon exercise of stock options.

(4)<F4>  Ms. Albo is one of our directors. Includes 161,400 shares issuable upon
         exercise of stock options and a stock grant.

(5)<F5>  Mr. Crom is our Secretary and a director. Includes 425,000 shares
         issuable upon exercise of stock options and warrants and a stock grant.
</FN>
</TABLE>


                              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 of 1934 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 which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.


                                        8


<PAGE>


         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.


                    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 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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, 2001 and the year
then ended incorporated in this reoffer prospectus by reference from our Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2001 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 reports of such firm given upon their
authority as experts in accounting and auditing.

         The consolidated financial statements as of March 31, 2000 and each of
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, 2001
have been so included in reliance on the report of Campbell Saunders & Co.,
independent accountants, which is incorporated herein by reference, and have
been so incorporated in reliance upon the reports 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,
         2001;

o        our Quarterly Reports on Form 10-QSB for the quarters ended June 30,
         2001 and September 30, 2001;

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


                                        9


<PAGE>


         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.


               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, and
at the SEC's regional offices located at the Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New
York, New York 10279. Copies of all or any part of the registration statement
may be obtained from such offices upon the payment of the fees prescribed by the
SEC. For further information, please call 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 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, 2001, Commission File No. 0- 29260;

         (b)      Quarterly  Reports on Form 10-QSB for the quarters  ended June
                  30, 2001 and September 30, 2001, Commission File No. 0-29260;

         (c)      Current  Reports on Form 8-K dated July 21,  2001 and  October
                  16, 2001, Commission File No. 0- 29260.

         (d)      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 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 registrant's Articles of Incorporation (Exhibit 4.1 hereto) 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

Not applicable.




                                      II-1


<PAGE>


ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number        Description of Document
<S>           <C>
4.1           Articles of Incorporation

4.2           Bylaws

4.3           1999 Stock Option Plan (incorporated by reference to Exhibit 10.23 to the registrant's registration
              statement on Form SB-2, File No. 333-59222)

5.1           Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

23.1          Consent of Davidson & Company

23.2          Consent of Campbell Saunders & Co.

23.3          Consent of Dill Dill Carr Stonbraker & Hutchings, P.C. (incorporated by reference into Exhibit 5.1)
</TABLE>


ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

         (ii)     To reflect in the  prospectus any facts or event 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.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent not more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement.

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

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

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

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


                                      II-2


<PAGE>


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


                                   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 December 19, 2001.


                                        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
statements 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)                         December 18, 2001
--------------------------------------------
Alexander Vileshin


                                                     Director, Secretary and Principal
/s/ THOMAS L. CROM                                   Financial Officer                           December 19, 2001
--------------------------------------------
Thomas L. Crom



/s/ MICHELE ALBO                                     Director                                    December 19, 2001
--------------------------------------------
Michele Albo
</TABLE>







                                      II-3
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "DECEMBER 2001 S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 50413}]
{"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": "333-75474", "film-number": "1817855"}, "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 December 19, 2001            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
        incorporation or organization)              Identification No.)

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

                             1999 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)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed maximum
Title of securities to                             offering price per      aggregate offering
     be registered            Amount to be                share                   price                 Amount of
                               registered                                                            registration fee
Common stock,                 217,400 shares            $0.45 (1)
$97,830                 $23.38
$0.001 par value

1999 Stock Option           3,200,000 shares            $0.45 (1)
$1,440,000                $344.16
Plan - common
stock, $0.001 par
value

TOTAL                       3,417,400 shares                                   $1,537,830                $367.54
(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 December 13, 2001.
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, issuable pursuant to (1) the exercise
of stock options granted under our 1999 Stock Option Plan and (2) stock grants.
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" which are
to be issued pursuant to the exercise of stock options and stock grants.

                                     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 employees 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 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

                        1,101,400 SHARES OF COMMON STOCK

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

         This reoffer prospectus relates to 1,101,400 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 December 13, 2001, the last reported price of our common stock on
such market was $0.45 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 December 19, 2001.

                                       iii
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

         Effective October 16, 2001, we consummated our change of domicile from
the Yukon Territory to the State of Nevada.

         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.

         Our offices are located at P.O. Box 9, Payson, Arizona 85547-0009, and
our telephone number is (520) 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. We have incurred losses since our inception, and we expect
to continue to incur additional losses. As of September 30, 2001, we had an
accumulated deficit of $14,082,687. 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.
Since our inception in May 1986, we have generated only a limited amount of
revenues. We have a limited operating history and our operations are subject to
all of the risks inherent in a new business enterprise engaged in 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 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

                                        3
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. 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 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 which 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 Private
Equity, LLC. 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
Private Equity, LLC, 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 lessor 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 showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules

                                        4
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 are 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. 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 luxury
and premium products which are offered on our Web sites are not usually
purchased by the average consumer. 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 or will acquire 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 October 2, 2001, and the number of shares of common stock that he or she 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.
NUMBER OF                                 PERCENTAGE OF SHARES
                                                   SHARES                                  BENEFICIALLY OWNED (2)
BENEFICIALLY          SHARES             BEFORE              AFTER
SELLING STOCKHOLDERS                              OWNED (1)
REGISTERED          OFFERING           OFFERING
Alexander Vileshin                               621,500 (3)
590,000             3.3%               0.2%
235 E. 40th Street, Apr. 34II
New York, New York 10016

Michele Albo                                     226,400 (4)
161,400             1.2%               0.4%
332 Tulip Lane
Freehold, New Jersey  07728

Thomas L. Crom III                               535,000 (5)
350,000             2.9%               1.0%
P.O. Box 9
Payson, Arizona 85547-0009
---------------
(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 17,999,370 shares of common
         stock outstanding as of October 2, 2001. Where the persons listed on
         this table have the right to obtain additional shares of common stock

                                        7
within 60 days from October 2, 2001, 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.

(3)
Mr. Vileshin is our President, Chief Executive Officer and a director.
         Includes 590,000 shares issuable upon exercise of stock options.

(4)
Ms. Albo is one of our directors. Includes 161,400 shares issuable upon
         exercise of stock options and a stock grant.

(5)
Mr. Crom is our Secretary and a director. Includes 425,000 shares
         issuable upon exercise of stock options and warrants and a stock grant.
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 of 1934 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 which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

                                        8
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.

                    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 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.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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, 2001 and the year
then ended incorporated in this reoffer prospectus by reference from our Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2001 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 reports of such firm given upon their
authority as experts in accounting and auditing.

         The consolidated financial statements as of March 31, 2000 and each of
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, 2001
have been so included in reliance on the report of Campbell Saunders & Co.,
independent accountants, which is incorporated herein by reference, and have
been so incorporated in reliance upon the reports 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,
         2001;

o        our Quarterly Reports on Form 10-QSB for the quarters ended June 30,
         2001 and September 30, 2001;

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

                                        9
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.

               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, and
at the SEC's regional offices located at the Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New
York, New York 10279. Copies of all or any part of the registration statement
may be obtained from such offices upon the payment of the fees prescribed by the
SEC. For further information, please call 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 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, 2001, Commission File No. 0- 29260;

         (b)      Quarterly  Reports on Form 10-QSB for the quarters  ended June
                  30, 2001 and September 30, 2001, Commission File No. 0-29260;

         (c)      Current  Reports on Form 8-K dated July 21,  2001 and  October
                  16, 2001, Commission File No. 0- 29260.

         (d)      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 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 registrant's Articles of Incorporation (Exhibit 4.1 hereto) 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

Not applicable.

                                      II-1
ITEM 8.  EXHIBITS
Exhibit
Number        Description of Document
4.1           Articles of Incorporation

4.2           Bylaws

4.3           1999 Stock Option Plan (incorporated by reference to Exhibit 10.23 to the registrant's registration
              statement on Form SB-2, File No. 333-59222)

5.1           Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

23.1          Consent of Davidson & Company

23.2          Consent of Campbell Saunders & Co.

23.3          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
                  Securities Act of 1933;

         (ii)     To reflect in the  prospectus any facts or event 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.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent not more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement.

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

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

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

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

                                      II-2
Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that 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.

                                   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 December 19, 2001.

                                        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
statements 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)                         December 18, 2001
--------------------------------------------
Alexander Vileshin

                                                     Director, Secretary and Principal
/s/ THOMAS L. CROM                                   Financial Officer                           December 19, 2001
--------------------------------------------
Thomas L. Crom

/s/ MICHELE ALBO                                     Director                                    December 19, 2001
--------------------------------------------
Michele Albo
II-3