<PAGE>

     As filed with the Securities and Exchange Commission on July 12, 2001.
                                                       Registration No.
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                              VIRTGAME.COM CORP.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Delaware                                33-0716247
  -------------------------------          ---------------------------------
  (State or other jurisdiction of          (IRS Employer Identification No.)
  incorporation or organization)

           5230 Carroll Canyon Road, Suite 318, San Diego, CA 92121
           --------------------------------------------------------
             (Address of Principal Executive Offices)  (Zip Code)


    VIRTGAME.COM CORP. 1997 STOCK OPTION PLAN AND OTHER PLAN STOCK OPTIONS
    ----------------------------------------------------------------------
                           (Full title of the plan)

                                 Bruce Merati
                      5230 Carroll Canyon Road, Suite 318
                              San Diego, CA 92121
                            _______________________
                    (Name and address of agent for service)
                                (858) 373-5001
                                --------------
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                          Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------
                                                     Proposed             Proposed
                                                     maximum              maximum
  Title of securities       Amount to be           offering price    aggregate offering        Amount of
   to be registered          registered              per unit              price            registration fee
--------------------------------------------------------------------------------------------------------------
<S>                     <C>                        <C>               <C>                    <C>
Common Stock,
$.00001 par value       3,500,000 shs.               $.35/(1)/          $1,225,000            $306.25
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In accordance with Rules 457(c) and 457(h) under the Securities Act of
     1933, as amended, we computed the registration fee on the shares of our
     common stock underlying options based upon the average of the bid and asked
     prices for our common stock on July 11, 2001.

  THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
               BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

<PAGE>

                              VIRTGAME.COM CORP.

                                 Common Stock

                               ________________

    VIRTGAME.COM CORP. 1997 STOCK OPTION PLAN AND OTHER STOCK OPTION PLANS

                               ________________

              8,980,000 Shares of Common Stock, $.00001 Par Value

     This prospectus relates to shares of our common stock which we may issue
from time to time to (i) our employees, officers, directors, consultants and
independent contractors upon their exercise of stock options granted to them
under our 1997 Stock Option Plan; (ii) to our former president and chief
executive officer upon his exercise of stock options granted pursuant to a
separate employment agreement; and (iii) a consultant to the Company pursuant to
a consulting agreement.  The purchase price of the shares of common stock issued
upon exercise of options granted under our Plan will be determined from time to
time based upon the market price of the common stock in accordance with the
terms of our Plan.  We suggest that you retain this prospectus for further
reference.

Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved these securities or passed upon the accuracy or adequacy
of this prospectus.  Any representation to the contrary is a criminal offense.

                               ________________

This prospectus only covers the sale of those shares purchased upon the exercise
of stock options granted under our plan and granted to our chief executive
officer.  This prospectus does not cover the resales of those shares.  However,
persons ordinarily may publicly resell the shares of common stock acquired
hereunder without registration under federal securities laws.  Our affiliates,
however, may not publicly resell shares acquired hereunder without compliance
with Rule 144 promulgated under the Securities Act of 1933 or registration under
that act.


                 The date of this prospectus is July 12, 2001.


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       PAGE
<S>                                                                                    <C>
OUR COMPANY...........................................................................  1

INFORMATION ABOUT OUR STOCK OPTION PLAN...............................................  1
  Introduction........................................................................  1
  General Purpose.....................................................................  1
  ERISA...............................................................................  1
  Shares Available....................................................................  1
  Administration......................................................................  2
  Eligibility.........................................................................  2
  Grant of Options....................................................................  2
  Exercise of Options.................................................................  2
  Nontransferability..................................................................  3
  Termination of Employment...........................................................  3
  Death or Disability.................................................................  3
  Duration, Amendment and Termination.................................................  3
  Options Outstanding.................................................................  4

OTHER STOCK OPTIONS...................................................................  4

INCOME TAX CONSEQUENCES...............................................................  4
  Incentive Stock Options Under the Plan..............................................  4
  Nonstatutory Stock Options Under the Plan...........................................  6
  Exercise of Options Through Use of Previously Acquired Common Stock of the Company..  6

RESTRICTIONS ON RESALE................................................................  7

LEGAL MATTERS.........................................................................  7

EXPERTS...............................................................................  7

AVAILABLE INFORMATION.................................................................  7
</TABLE>

                                       i
<PAGE>

                                    PART I

Item 1. Plan Information

                                  OUR COMPANY

       We were incorporated in the State of Delaware in October 1995. Our
executive offices are located at 5230 Carroll Canyon Road, Suite 318, San Diego,
California 92121; our telephone number is (858) 373-5001.

                    INFORMATION ABOUT OUR STOCK OPTION PLAN

Introduction

       Set forth below is a summary of our 1997 Stock Option Plan, which
highlights the principal features of that plan. In addition to our plan, we have
also entered into stock option agreements with each of the individuals who have
been granted options. You may obtain a copy of the plan and the form of the
stock option agreements by writing or calling our chief executive officer at the
address and phone number listed above.

General Purpose

       Our board of directors adopted our 1997 Stock Option Plan on May 2, 1997.
On June 27, 2001, our board approved an amendment to the plan for purposes of
increasing the total number of shares reserved for issuance under the plan to
8,000,000. The purpose of the plan is to provide our officers, directors,
employees, consultants and independent contractors added incentive for high
levels of performance and unusual efforts to increase our earnings. The plan
provides these individuals with an opportunity to acquire, maintain and increase
a proprietary interest in our success. The plan also encourages those employees
to continue their employment with us. We are permitted to grant two different
types of options under the plan, incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended, and non-statutory stock options.
Both of these types of options are discussed in greater detail below.

ERISA

       The plan is not an "employee pension benefit plan" as defined in Section
3(2) of the U.S. Employee Retirement Income Security Act and is not qualified as
a profit sharing plan as described in Section 401 of the Internal Revenue Code.

Shares Available

       We have reserved a total of 8,000,000 shares of common stock for issuance
under the plan. These shares may include authorized but unissued shares or
shares we reacquired at any time.

       If a person fails to exercise an option granted under the plan before it
expires or if an option terminates for any reason, we will be able to use the
shares, which are subject to that option to grant further options under the
plan.

       The number of shares of common stock reserved for issuance under the plan
is subject to equitable adjustments for any recapitalizations, mergers,
consolidations, stock dividends, split-ups, combinations, exchanges or any other
similar changes which may be required to prevent dilution.  Similarly, our stock
option committee, which administers the plan, in its sole discretion, may adjust
the number of shares a selected person is permitted to acquire if an increase or
decrease in the amount of outstanding capital stock occurs prior to that
person's exercise of an option granted pursuant to the plan.

                                      -1-
<PAGE>

Administration

       The plan is administered by our stock option committee, which consists of
our board of directors. The committee members act in the capacity of plan
administrators. The committee has the authority to determine who will be granted
options and the time or times those selected persons will be granted and may
exercise all or any part of those options. The committee also determines the
number of shares to be subject to each option, the purchase price of the shares
of common stock covered by each option and the method of payment of such price.
The committee also has the authority to construe and interpret the plan, decide
all questions and settle all controversies and disputes, which may arise in
connection with the plan and prescribe, amend and rescind rules and regulations
relating to administration of the plan.

Eligibility

       Only our officers, employees and directors who are also our employees or
employees of any of our subsidiaries are eligible to receive grants of incentive
stock option's. Our officers, employees and directors whether or not they are
also employees as well as our consultants, independent contractors or our other
service providers are eligible to receive grants of nonstatutory stock option's.

       The committee may consider any factors it believes will accomplish the
purpose of the Plan when it determines (i) the number of shares to be covered by
each option, (ii) the purchase price for such shares and the method of payment
of such price, (iii) the individuals who will receive options, (iv) the terms
and provisions of the option agreements, and (v) the times at which such options
shall be granted.

Grant of Options

       The exercise price for the options granted under the plan is specified in
each stock option agreement. The plan does not specify any maximum or minimum
amount of options, which may be granted to any person. However, the Internal
Revenue Code states that incentive stock option's may not be granted if the sum
of (i) aggregate fair market value determined at the time the incentive stock
option's are granted of the stock subject to all stock options we granted under
the plan which are first exercisable during the same calendar year plus (ii) the
aggregate fair market value determined at the time the options are granted of
all stock subject to all other incentive stock options we granted to such
optionee which are exercisable for the first time during such calendar year,
exceeds $100,000.

       Options may be exercised for a term up to ten years from the date it is
granted. However, if a person owns more than 10% of the total combined voting
power of all classes of our stock or the stock of our subsidiaries, that
person's options must expire no later than five years after the date it is
granted.

Exercise of Options

       Incentive Stock Options
       -----------------------

       The committee shall determine the exercise price for each share which an
optionee is entitled to purchase under an incentive stock option. The minimum
exercise price for an incentive stock option shall be the fair market value per
share on the date we grant the incentive stock option.

       For those persons who own more than 10% of the total combined voting
power of all classes of our stock, including the stock of our subsidiaries, the
minimum exercise price for an incentive stock option shall be 110% of the fair
market value per share of common stock on the date we grant the incentive stock
option.

       Nonstatutory Stock Options
       --------------------------

                                      -2-
<PAGE>

       The committee shall determine the exercise price for each share, which an
optionee is entitled to purchase under a nonstatutory stock option. The minimum
exercise price for a nonstatutory stock option shall be 85% of the fair market
value per share on the date we grant the nonstatutory stock option.

       For both incentive stock options and nonstatutory stock options, the
committee determines the fair market value of the shares.

       The committee shall also determine the consideration and the method of
payment of the shares issued upon exercise of an option. The consideration may
consist of cash, shares of our common stock or such other consideration and
method of payment for the shares as may be permitted under applicable state and
federal laws.

Nontransferability

       A person who receives options under the plan may not transfer those
options during his lifetime. A person who receives options may transfer those
options after his death by will or under the laws of descent and distribution.

Termination of Employment

       If an employee who has received options ceases to be employed by, or
ceases to have a relationship with us or any of our subsidiaries for any reason
other than death, disability or cause, all options granted under the plan will
terminate not later than three months thereafter. If we have terminated his
employment with us or any of our subsidiaries for cause, all options granted to
him shall expire immediately. However, the committee may, in its sole
discretion, waive the expiration of the option within thirty days of his
termination.

Death or Disability

       If a holder of options dies or becomes disabled as defined in Section
22(e)(3) of the Internal Revenue Code he or his descendants shall have one year
to purchase all or any part of the shares of common stock he was entitled to
purchase on the date his employment terminated due to his death or disability.
In no case, however, may the option holder exercise options more than ten years
after the date the options were granted.

Duration, Amendment and Termination

       Unless previously terminated, the plan will terminate on May 2, 2007. No
options may be granted after that date under the plan. Options granted before
the Plan terminates but exercisable afterwards will not be affected. The
committee may at any time and from time to time modify, amend, suspend or
terminate the plan. However, the committee may not:

    .  increase the maximum number of shares, which may be purchased pursuant to
       options granted under the plan, either in the aggregate or by an option
       holder, except in limited circumstances;

    .  change the designation of the class of employees eligible to receive
       incentive stock options

    .  extend the term of the plan or the maximum option period under the plan

    .  decrease the minimum incentive stock option exercise price; or

    .  cause incentive stock options issued under the plan to fail to meet the
       requirements of incentive stock options under Section 422 of the Internal
       Revenue Code.

                                      -3-
<PAGE>

An option holder must consent to any amendment of the plan, which would
adversely affect his rights as an option holder.

Options Outstanding

       As of July 9, 2001, we have granted under the plan options to purchase a
total of 4,820,000 shares of common stock, at exercise prices ranging from $0.25
to $5.00 per share, to our employees, officers, directors and consultants.


                              OTHER STOCK OPTIONS

       Joseph R. Paravia, our former President and Chief Executive Officer,
entered into an employment agreement with us dated September 1, 1997, to be
effective as of July 31, 1996. Pursuant to the terms of the agreement, Mr.
Paravia received options to purchase 480,000 shares of our common stock at an
exercise price of $.25 per share. The exercise price of the options granted to
Mr. Paravia was equal to the last sale price on the date of grant. All of the
options granted to Mr. Paravia are immediately exercisable and expire on
December 31, 2004.

       We entered into a consulting agreement with R. Stephen Sarli dated July
2, 2001. Pursuant to the terms of the consulting agreement, we are required to
issue Mr. Sarli 500,000 shares of our common stock.


                            INCOME TAX CONSEQUENCES

       This section of the prospectus contains a discussion regarding the income
tax consequences of the plan under Federal income tax law. This discussion is
intended only as a broad discussion of the general rules under income tax laws
applicable to the grant and exercise of options and the acquisition and
disposition of common stock acquired pursuant to the exercise of options.
Specific situations may be subject to different rules and may result in
different tax consequences. You are strongly urged to consult your tax advisor
with specific reference to your tax situation.

Incentive Stock Options Under the Plan

       Grant and Exercise of Incentive Stock Options. In general, an optionee
realizes no income upon the grant of plan incentive stock options assuming these
options qualified as "incentive stock options" under the Internal Revenue Code
when they were granted or upon the exercise of incentive stock option's. But
see, "Alternative Minimum Tax," below. The amount paid by the optionee for the
common stock received pursuant to the exercise of incentive stock options will
generally constitute his or her basis or cost for tax purposes. The holding
period for such common stock generally begins on the date the optionee exercises
incentive stock options. See below for a discussion of the exceptions to these
general rules when the optionee uses previously acquired stock of the company to
exercise incentive stock options.

       Alternative Minimum Tax. Although no current taxable income is realized
upon the exercise of incentive stock options, Section 56(b)(3) of the Internal
Revenue Code provides that the excess of the fair market value on the date of
exercise of the common stock acquired pursuant to such exercise over the option
price is an item of tax adjustment. As such, the exercise of incentive stock
options may result in the optionee being subject to the alternative minimum tax
for the year incentive stock options are exercised. The alternative minimum tax
is calculated on a taxpayer's adjusted gross income, subject to special
adjustments, plus specified items of tax preference minus specified itemized
deductions. The resulting amount is the alternative minimum taxable income.

                                      -4-
<PAGE>

       If the shares are disposed of in a "disqualifying disposition" -- that
is, within one year of exercise or two years from the date of the option grant
-- in the year in which the incentive stock option is exercised, the maximum
amount that will be included as alternative minimum tax income is the gain on
the disposition of the incentive stock option stock. In the event there is a
disqualifying disposition in a year other than the year of exercise, the income
on the disqualifying disposition will not be considered income for alternative
minimum tax purposes. In addition, the basis of the incentive stock option stock
for determining gain or loss for alternative minimum tax purposes will be the
exercise price for the incentive stock option stock increased by the amount that
alternative minimum tax income was increased due to the earlier exercise of the
incentive stock option. Alternative minimum tax incurred by reason of the
exercise of the incentive stock option does not result, for regular income tax
purposes, in an increase in basis of the shares acquired upon exercise. The
alternative minimum tax attributable to the exercise of an incentive stock
option may be applied as a credit against regular tax liability in a subsequent
year, subject to certain limitations. The gain recognized upon a sale or
exchange of shares acquired through the exercise of the incentive stock options
will be limited to the excess of the amount received in the sale or exchange
over the fair market value of the shares at the time the incentive stock option
was exercised.

       The application of the alternative minimum tax for each optionee will
depend on such optionee's total income and deductions for the year of exercise.
As such, the extent to which, if any, the tax adjustment item generated by the
exercise of incentive stock options in conjunction with any other tax adjustment
items or alternative minimum tax adjustments may result in an alternative
minimum tax liability for any optionee cannot be determined.  Accordingly, each
optionee should consult his or her own tax counsel to determine the potential
impact of the alternative minimum tax on his or her exercise of incentive stock
option's.

       Employment and Holding Requirements of Incentive Stock Options. The
Internal Revenue Code requires that the optionee remain an employee of the
company or its subsidiaries at all times during the period beginning on the date
that the incentive stock options are granted and ending on the day three months
or one year in the case of permanent and total disability before the date that
each incentive stock option is exercised. Under the plan, upon termination of
employment for any reason other than cause, disability or death the options
terminate three months after the termination date unless by their terms the
options terminate earlier. If termination occurs as a result of disability or
death, the options will expire one year after such termination unless they
expire before that date by their terms. Therefore, if the options constituted
incentive stock options at grant, permissible exercises after termination
automatically meet the employment requirements.

       In order for an optionee exercising incentive stock options to qualify
for the income tax free treatment set forth in the preceding section such
optionee must not dispose of the common stock acquired pursuant to the exercise
of incentive stock options within two years from the date the incentive stock
options were granted, nor within one year after the exercise of the incentive
stock options. If the optionee meets these employment and holding requirements,
any future gain or loss realized and recognized from the sale or exchange of the
common stock should be long-term capital gain or loss, if the stock is held as a
capital asset. If the optionee disposes of the shares of common stock acquired
upon exercise of an incentive stock option within two years from the granting of
options or one year after the exercise of options, any gain will constitute, in
the year of disposition, ordinary compensation income to the extent of the
excess of the fair market value of the common stock on its acquisition date over
the price paid for it by the optionee. Any additional gain will be treated as
capital gain. If the optionee disposes of the shares of common stock at a loss,
such loss will be a capital loss.

       For purposes of this section, the transfer of common stock by reason of
the optionee's death does not constitute a disposition of the common stock. In
addition, the transferee of the common stock is not subject to the holding and
employment requirements.

                                      -5-
<PAGE>

       If the recipient disposes of options instead of exercising them, the
incentive stock option rules discussed herein have no application.
The recipient-transferor will recognize either long or short-term capital gain
or loss and the purchaser will not be subject to any of these rules.

Nonstatutory Stock Options Under the Plan

       In general, an optionee who receives a nonstatutory stock option realizes
income either at the date of grant or at the date of exercise, but not at both.
Unless the nonstatutory stock option has a "readily ascertainable fair market
value" at the date of grant, the optionee recognizes no income on the date of
grant and the compensatory aspects are held open until the nonstatutory stock
option is exercised. In this case, upon exercise, the optionee will have
compensation income to the extent of the difference between the fair market
value of the stock at the time of exercise and the exercise price paid by the
optionee.

       An nonstatutory stock option is deemed to have a readily ascertainable
fair market value if (a) the nonstatutory stock options are actively traded on
an established market or (b) the fair market value can be measured with
reasonable accuracy which means that (i) the nonstatutory stock options are
transferable, (ii) the nonstatutory stock option's are exercisable immediately
in full, (iii) the nonstatutory stock option's and underlying stock are not
subject to restrictions which have a significant effect on the nonstatutory
stock option's value and (iv) the fair market value of the option privilege is
readily ascertainable.

Exercise of Options Through Use of Previously Acquired Common Stock of the
Company

       Under the plan, in some circumstances an optionee may be allowed to use
previously acquired common stock to exercise both incentive stock option's and
nonstatutory stock option's. Such previously acquired common stock may include
common stock acquired pursuant to an earlier partial exercise of options.
Generally the Internal Revenue Service recognizes that an exchange of common
stock for other common stock does not constitute a taxable disposition of any
shares of common stock. The IRS treats such exchanges as two transactions.
First, to the extent of the number of previously acquired shares of common
stock, a share for share exchange occurs with each new share of common stock
succeeding to the cost basis and holding period of the old shares of common
stock. Second, the remaining new shares of common stock are deemed acquired at a
zero cost with their holding period commencing on the date of acquisition.

       The foregoing rules generally apply to the use of previously acquired
common stock to acquire common stock under the plan. An optionee may use common
stock owned at the date options are exercised to acquire common stock upon
exercise of the options. However, despite a "carryover" holding period, all of
the new shares of common stock are still subject to the holding requirements
discussed above. If optionee disposes of such common stock acquired pursuant to
the exercises of incentive stock option's before the later of two years from the
granting or one year from exercise, an early disposition occurs first to the
extent of the noncarryover shares and then to the extent of the carryover
shares.

       In addition, if an optionee uses common stock acquired through a previous
partial exercise of options to acquire new common stock through an exercise of
options before the first stock has met the above holding requirements, the first
stock will be treated as having been disposed of in an early disposition.
Therefore, the optionee will have to recognize ordinary compensation to the
excess of the fair market value of the first stock on its acquisition dates over
its price paid. Despite the early disposition, any excess gain is not
recognized, but is deferred and carried over to the second stock. If the first
stock is used to acquire other common stock which is not subject to either the
plan, no early disposition will generally occur and the tax free exchange rules
may apply.

                                      -6-
<PAGE>

                            RESTRICTIONS ON RESALE

       We are subject to Section 16(b) of the Securities Exchange Act of 1934,
as amended. Section 16(b) allows us to recover any profit realized by any of our
officers or directors from any purchase and sale, or sale and purchase, of our
common stock within any period of less than six months. Further, our affiliates
who acquire shares of our common stock pursuant to an option described in this
prospectus will not be able to rely on this prospectus to resell those shares.
Accordingly, our affiliates who exercise options must insure that the resale of
their shares complies with an available exemption from the registration
provisions of the Federal securities law, such as Rule 144 under the Securities
Act of 1933, as amended.

                                 LEGAL MATTERS

       Our corporate attorneys, Oppenheimer Wolff & Donnelly LLP, Newport Beach,
California, will issue an opinion about the legality of the offered securities
for us.

                                    EXPERTS

       Pannell Kerr Forster, certified public accountants, a professional
corporation, audited our financial statements as of December 31, 2000 and 1999
and for the fiscal years ended December 31, 2000 and 1999, which are
incorporated by reference in this prospectus. These documents are incorporated
by reference herein in reliance upon their authority as experts in accounting
and auditing.

Item 2. Registrant Information and Employee Plan Annual Information


                             AVAILABLE INFORMATION

       We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's offices located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. This prospectus does not contain all the
information set forth in the registration statement and exhibits thereto which
we have filed with the SEC under the Securities Act of 1933, to which reference
is hereby made.

                                      -7-
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

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

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

       You may request a copy of these filings at no cost by writing or
telephoning us at the following address:  Bruce Merati, Chief Financial Officer,
5230 Carroll Canyon Road, Suite 318, San Diego, California 92121; (858) 373-
5001.

Item 4. Description of Securities.

       Inapplicable.

Item 5. Interests of Named Experts and Counsel.

       Inapplicable.

Item 6. Indemnification of Directors and Officers.

       Delaware Statutes
       -----------------

       Section 145 of the Delaware General Corporation Law, as amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

       "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                                      -8-
<PAGE>

        (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

        (c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

        (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section.  Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

        (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

        (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

        (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

        (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of

                                      -9-
<PAGE>

such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

        (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

        (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

        (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees). (Last amended by Ch.261,L.'94,eff.7-1-94.)"

Certificate of Incorporation
----------------------------

        The Company's Certificate of Incorporation provides that the directors
of the Company shall be protected from personal liability to the fullest extent
permitted by law. The Company's Bylaws also contain a provision for the
indemnification of the Company's directors (see "Indemnification of Directors
and Officers - Bylaws" below).

Bylaws
------

        The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees, or agents under certain circumstances as
follows:

        "7.1   Authorization For Indemnification. The Corporation may indemnify,
               ---------------------------------
in the manner and to the full extent permitted by law, any person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

                                      -10-
<PAGE>

        7.2   Advance of Expenses. Costs and expenses (including attorneys'
              -------------------
fees) incurred by or on behalf of a director or officer in defending or
investigating any action, suit, proceeding or investigation may be paid by the
Corporation in advance of the final disposition of such matter, if such director
or officer shall undertake in writing to repay any such advances in the event
that it is ultimately determined that he is not entitled to indemnification.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board deems appropriate. Notwithstanding
the foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Corporation or its stockholders, and (b) as a result of such
actions by the director, officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director, officer, employee or
agent is not entitled to indemnification.

        7.3   Insurance. The Corporation may purchase and maintain insurance on
              ---------
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable law.

        7.4   Non-exclusivity. The right of indemnity and advancement of
              ---------------
expenses provided herein shall not be deemed exclusive of any other rights to
which any person seeking indemnification or advancement of expenses from the
Corporation may be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. Any agreement
for indemnification of or advancement of expenses to any director, officer,
employee or other person may provide rights of indemnification or advancement of
expenses which are broader or otherwise different from those set forth herein."

Indemnity Agreements
--------------------

        The Company's Bylaws provide that the Company may indemnify directors,
officers, employees or agents to the fullest extent permitted by law and the
Company has agreed to provide such indemnification to its directors pursuant to
written indemnity agreements.

Item 7. Exemption from Registration Claimed.

       Inapplicable.

                                      -11-
<PAGE>

Item 8. Exhibits.

Exhibit Number      Description
--------------      -----------

5.1              Opinion of Oppenheimer Wolff & Donnelly LLP re: legality of
                 shares.
10.1*            Employment Agreement dated September 1, 1997 between
                 Virtgame.Com Corp. and Joseph R. Paravia
10.2*            Virtgame.Com Corp. Amended and Restated 1997 Stock Option Plan
10.3             Consulting Agreement dated July 2, 2001 between Virtgame.Com
                 Corp. and R. Stephen Sarli
23.1             Consent of Oppenheimer Wolff & Donnelly LLP (filed as Exhibit
                 5.1 herein).
23.2             Consent of Pannell Kerr Forster

__________________
*Previously filed as part of registration statement on Form 10-SB/A filed with
the Securities and Exchange Commission on December 21, 1998.


Item 9. Undertakings.

              A.    The undersigned registrant hereby undertakes to file during
any period in which offers or sales of the securities are being made, a post-
effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

              B.    The undersigned registrant hereby undertakes that, for
purposes 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.

              C.    The undersigned registrant hereby undertakes 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.

              D.    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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.

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

                                      -12-
<PAGE>

                                   SIGNATURES
                                   ----------

The Registrant
--------------

               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 on July 11, 2001.

                                    VIRTGAME.COM CORP.,
                                    a Delaware corporation

                                    By:/s/ Leo I. George
                                       -------------------------------
                                       Leo I. George,
                                       Chairman of the Board


                                    By:/s/ Bruce Merati
                                       -------------------------------
                                       Bruce Merati,
                                       Chief Financial Officer
                                       (Principal Financial and
                                       Accounting Officer)

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.



     Signature                       Title                         Date
     ----------                      -----                         ----

/s/ Leo I. George             Chairman of the Board         July 11, 2001
--------------------
LEO I. GEORGE

/s/ Scott A. Walker                 Director                July 11, 2001
--------------------
SCOTT A. WALKER

                                      -13-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 53347}]
{"company-data": {"conformed-name": "VIRTGAME COM CORP", "cik": "0001040022", "assigned-sic": "6770", "irs-number": "330716247", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65006", "film-number": "1680210"}, "business-address": {"street1": "12625 HIGH BLUFF DR STE 205A", "city": "SAN DIEGO", "state": "CA", "zip": "92130", "phone": "6192595015"}, "mail-address": {"street1": "12625 HIGH BLUFF DRIVE", "street2": "SUITE 205A", "city": "SAN DIEGO", "state": "CA", "zip": "92130"}, "former-company": {"former-conformed-name": "VIRTUAL GAMING TECHNOLOGIES INC", "date-changed": "19980727"}}
As filed with the Securities and Exchange Commission on July 12, 2001.
                                                       Registration No.
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                              VIRTGAME.COM CORP.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Delaware                                33-0716247
  -------------------------------          ---------------------------------
  (State or other jurisdiction of          (IRS Employer Identification No.)
  incorporation or organization)

           5230 Carroll Canyon Road, Suite 318, San Diego, CA 92121
           --------------------------------------------------------
             (Address of Principal Executive Offices)  (Zip Code)

    VIRTGAME.COM CORP. 1997 STOCK OPTION PLAN AND OTHER PLAN STOCK OPTIONS
    ----------------------------------------------------------------------
                           (Full title of the plan)

                                 Bruce Merati
                      5230 Carroll Canyon Road, Suite 318
                              San Diego, CA 92121
                            _______________________
                    (Name and address of agent for service)
                                (858) 373-5001
                                --------------
         (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------
                                                     Proposed             Proposed
                                                     maximum              maximum
  Title of securities       Amount to be           offering price    aggregate offering        Amount of
   to be registered          registered              per unit              price            registration fee
--------------------------------------------------------------------------------------------------------------
Common Stock,
$.00001 par value       3,500,000 shs.               $.35/(1)/          $1,225,000            $306.25
--------------------------------------------------------------------------------------------------------------
(1)  In accordance with Rules 457(c) and 457(h) under the Securities Act of
     1933, as amended, we computed the registration fee on the shares of our
     common stock underlying options based upon the average of the bid and asked
     prices for our common stock on July 11, 2001.

  THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
               BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
VIRTGAME.COM CORP.

                                 Common Stock

                               ________________

    VIRTGAME.COM CORP. 1997 STOCK OPTION PLAN AND OTHER STOCK OPTION PLANS

                               ________________

              8,980,000 Shares of Common Stock, $.00001 Par Value

     This prospectus relates to shares of our common stock which we may issue
from time to time to (i) our employees, officers, directors, consultants and
independent contractors upon their exercise of stock options granted to them
under our 1997 Stock Option Plan; (ii) to our former president and chief
executive officer upon his exercise of stock options granted pursuant to a
separate employment agreement; and (iii) a consultant to the Company pursuant to
a consulting agreement.  The purchase price of the shares of common stock issued
upon exercise of options granted under our Plan will be determined from time to
time based upon the market price of the common stock in accordance with the
terms of our Plan.  We suggest that you retain this prospectus for further
reference.

Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved these securities or passed upon the accuracy or adequacy
of this prospectus.  Any representation to the contrary is a criminal offense.

                               ________________

This prospectus only covers the sale of those shares purchased upon the exercise
of stock options granted under our plan and granted to our chief executive
officer.  This prospectus does not cover the resales of those shares.  However,
persons ordinarily may publicly resell the shares of common stock acquired
hereunder without registration under federal securities laws.  Our affiliates,
however, may not publicly resell shares acquired hereunder without compliance
with Rule 144 promulgated under the Securities Act of 1933 or registration under
that act.

                 The date of this prospectus is July 12, 2001.
TABLE OF CONTENTS
PAGE
OUR COMPANY...........................................................................  1

INFORMATION ABOUT OUR STOCK OPTION PLAN...............................................  1
  Introduction........................................................................  1
  General Purpose.....................................................................  1
  ERISA...............................................................................  1
  Shares Available....................................................................  1
  Administration......................................................................  2
  Eligibility.........................................................................  2
  Grant of Options....................................................................  2
  Exercise of Options.................................................................  2
  Nontransferability..................................................................  3
  Termination of Employment...........................................................  3
  Death or Disability.................................................................  3
  Duration, Amendment and Termination.................................................  3
  Options Outstanding.................................................................  4

OTHER STOCK OPTIONS...................................................................  4

INCOME TAX CONSEQUENCES...............................................................  4
  Incentive Stock Options Under the Plan..............................................  4
  Nonstatutory Stock Options Under the Plan...........................................  6
  Exercise of Options Through Use of Previously Acquired Common Stock of the Company..  6

RESTRICTIONS ON RESALE................................................................  7

LEGAL MATTERS.........................................................................  7

EXPERTS...............................................................................  7

AVAILABLE INFORMATION.................................................................  7
i
PART I

Item 1. Plan Information

                                  OUR COMPANY

       We were incorporated in the State of Delaware in October 1995. Our
executive offices are located at 5230 Carroll Canyon Road, Suite 318, San Diego,
California 92121; our telephone number is (858) 373-5001.

                    INFORMATION ABOUT OUR STOCK OPTION PLAN

Introduction

       Set forth below is a summary of our 1997 Stock Option Plan, which
highlights the principal features of that plan. In addition to our plan, we have
also entered into stock option agreements with each of the individuals who have
been granted options. You may obtain a copy of the plan and the form of the
stock option agreements by writing or calling our chief executive officer at the
address and phone number listed above.

General Purpose

       Our board of directors adopted our 1997 Stock Option Plan on May 2, 1997.
On June 27, 2001, our board approved an amendment to the plan for purposes of
increasing the total number of shares reserved for issuance under the plan to
8,000,000. The purpose of the plan is to provide our officers, directors,
employees, consultants and independent contractors added incentive for high
levels of performance and unusual efforts to increase our earnings. The plan
provides these individuals with an opportunity to acquire, maintain and increase
a proprietary interest in our success. The plan also encourages those employees
to continue their employment with us. We are permitted to grant two different
types of options under the plan, incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended, and non-statutory stock options.
Both of these types of options are discussed in greater detail below.

ERISA

       The plan is not an "employee pension benefit plan" as defined in Section
3(2) of the U.S. Employee Retirement Income Security Act and is not qualified as
a profit sharing plan as described in Section 401 of the Internal Revenue Code.

Shares Available

       We have reserved a total of 8,000,000 shares of common stock for issuance
under the plan. These shares may include authorized but unissued shares or
shares we reacquired at any time.

       If a person fails to exercise an option granted under the plan before it
expires or if an option terminates for any reason, we will be able to use the
shares, which are subject to that option to grant further options under the
plan.

       The number of shares of common stock reserved for issuance under the plan
is subject to equitable adjustments for any recapitalizations, mergers,
consolidations, stock dividends, split-ups, combinations, exchanges or any other
similar changes which may be required to prevent dilution.  Similarly, our stock
option committee, which administers the plan, in its sole discretion, may adjust
the number of shares a selected person is permitted to acquire if an increase or
decrease in the amount of outstanding capital stock occurs prior to that
person's exercise of an option granted pursuant to the plan.

                                      -1-
Administration

       The plan is administered by our stock option committee, which consists of
our board of directors. The committee members act in the capacity of plan
administrators. The committee has the authority to determine who will be granted
options and the time or times those selected persons will be granted and may
exercise all or any part of those options. The committee also determines the
number of shares to be subject to each option, the purchase price of the shares
of common stock covered by each option and the method of payment of such price.
The committee also has the authority to construe and interpret the plan, decide
all questions and settle all controversies and disputes, which may arise in
connection with the plan and prescribe, amend and rescind rules and regulations
relating to administration of the plan.

Eligibility

       Only our officers, employees and directors who are also our employees or
employees of any of our subsidiaries are eligible to receive grants of incentive
stock option's. Our officers, employees and directors whether or not they are
also employees as well as our consultants, independent contractors or our other
service providers are eligible to receive grants of nonstatutory stock option's.

       The committee may consider any factors it believes will accomplish the
purpose of the Plan when it determines (i) the number of shares to be covered by
each option, (ii) the purchase price for such shares and the method of payment
of such price, (iii) the individuals who will receive options, (iv) the terms
and provisions of the option agreements, and (v) the times at which such options
shall be granted.

Grant of Options

       The exercise price for the options granted under the plan is specified in
each stock option agreement. The plan does not specify any maximum or minimum
amount of options, which may be granted to any person. However, the Internal
Revenue Code states that incentive stock option's may not be granted if the sum
of (i) aggregate fair market value determined at the time the incentive stock
option's are granted of the stock subject to all stock options we granted under
the plan which are first exercisable during the same calendar year plus (ii) the
aggregate fair market value determined at the time the options are granted of
all stock subject to all other incentive stock options we granted to such
optionee which are exercisable for the first time during such calendar year,
exceeds $100,000.

       Options may be exercised for a term up to ten years from the date it is
granted. However, if a person owns more than 10% of the total combined voting
power of all classes of our stock or the stock of our subsidiaries, that
person's options must expire no later than five years after the date it is
granted.

Exercise of Options

       Incentive Stock Options
       -----------------------

       The committee shall determine the exercise price for each share which an
optionee is entitled to purchase under an incentive stock option. The minimum
exercise price for an incentive stock option shall be the fair market value per
share on the date we grant the incentive stock option.

       For those persons who own more than 10% of the total combined voting
power of all classes of our stock, including the stock of our subsidiaries, the
minimum exercise price for an incentive stock option shall be 110% of the fair
market value per share of common stock on the date we grant the incentive stock
option.

       Nonstatutory Stock Options
       --------------------------

                                      -2-
The committee shall determine the exercise price for each share, which an
optionee is entitled to purchase under a nonstatutory stock option. The minimum
exercise price for a nonstatutory stock option shall be 85% of the fair market
value per share on the date we grant the nonstatutory stock option.

       For both incentive stock options and nonstatutory stock options, the
committee determines the fair market value of the shares.

       The committee shall also determine the consideration and the method of
payment of the shares issued upon exercise of an option. The consideration may
consist of cash, shares of our common stock or such other consideration and
method of payment for the shares as may be permitted under applicable state and
federal laws.

Nontransferability

       A person who receives options under the plan may not transfer those
options during his lifetime. A person who receives options may transfer those
options after his death by will or under the laws of descent and distribution.

Termination of Employment

       If an employee who has received options ceases to be employed by, or
ceases to have a relationship with us or any of our subsidiaries for any reason
other than death, disability or cause, all options granted under the plan will
terminate not later than three months thereafter. If we have terminated his
employment with us or any of our subsidiaries for cause, all options granted to
him shall expire immediately. However, the committee may, in its sole
discretion, waive the expiration of the option within thirty days of his
termination.

Death or Disability

       If a holder of options dies or becomes disabled as defined in Section
22(e)(3) of the Internal Revenue Code he or his descendants shall have one year
to purchase all or any part of the shares of common stock he was entitled to
purchase on the date his employment terminated due to his death or disability.
In no case, however, may the option holder exercise options more than ten years
after the date the options were granted.

Duration, Amendment and Termination

       Unless previously terminated, the plan will terminate on May 2, 2007. No
options may be granted after that date under the plan. Options granted before
the Plan terminates but exercisable afterwards will not be affected. The
committee may at any time and from time to time modify, amend, suspend or
terminate the plan. However, the committee may not:

    .  increase the maximum number of shares, which may be purchased pursuant to
       options granted under the plan, either in the aggregate or by an option
       holder, except in limited circumstances;

    .  change the designation of the class of employees eligible to receive
       incentive stock options

    .  extend the term of the plan or the maximum option period under the plan

    .  decrease the minimum incentive stock option exercise price; or

    .  cause incentive stock options issued under the plan to fail to meet the
       requirements of incentive stock options under Section 422 of the Internal
       Revenue Code.

                                      -3-
An option holder must consent to any amendment of the plan, which would
adversely affect his rights as an option holder.

Options Outstanding

       As of July 9, 2001, we have granted under the plan options to purchase a
total of 4,820,000 shares of common stock, at exercise prices ranging from $0.25
to $5.00 per share, to our employees, officers, directors and consultants.

                              OTHER STOCK OPTIONS

       Joseph R. Paravia, our former President and Chief Executive Officer,
entered into an employment agreement with us dated September 1, 1997, to be
effective as of July 31, 1996. Pursuant to the terms of the agreement, Mr.
Paravia received options to purchase 480,000 shares of our common stock at an
exercise price of $.25 per share. The exercise price of the options granted to
Mr. Paravia was equal to the last sale price on the date of grant. All of the
options granted to Mr. Paravia are immediately exercisable and expire on
December 31, 2004.

       We entered into a consulting agreement with R. Stephen Sarli dated July
2, 2001. Pursuant to the terms of the consulting agreement, we are required to
issue Mr. Sarli 500,000 shares of our common stock.

                            INCOME TAX CONSEQUENCES

       This section of the prospectus contains a discussion regarding the income
tax consequences of the plan under Federal income tax law. This discussion is
intended only as a broad discussion of the general rules under income tax laws
applicable to the grant and exercise of options and the acquisition and
disposition of common stock acquired pursuant to the exercise of options.
Specific situations may be subject to different rules and may result in
different tax consequences. You are strongly urged to consult your tax advisor
with specific reference to your tax situation.

Incentive Stock Options Under the Plan

       Grant and Exercise of Incentive Stock Options. In general, an optionee
realizes no income upon the grant of plan incentive stock options assuming these
options qualified as "incentive stock options" under the Internal Revenue Code
when they were granted or upon the exercise of incentive stock option's. But
see, "Alternative Minimum Tax," below. The amount paid by the optionee for the
common stock received pursuant to the exercise of incentive stock options will
generally constitute his or her basis or cost for tax purposes. The holding
period for such common stock generally begins on the date the optionee exercises
incentive stock options. See below for a discussion of the exceptions to these
general rules when the optionee uses previously acquired stock of the company to
exercise incentive stock options.

       Alternative Minimum Tax. Although no current taxable income is realized
upon the exercise of incentive stock options, Section 56(b)(3) of the Internal
Revenue Code provides that the excess of the fair market value on the date of
exercise of the common stock acquired pursuant to such exercise over the option
price is an item of tax adjustment. As such, the exercise of incentive stock
options may result in the optionee being subject to the alternative minimum tax
for the year incentive stock options are exercised. The alternative minimum tax
is calculated on a taxpayer's adjusted gross income, subject to special
adjustments, plus specified items of tax preference minus specified itemized
deductions. The resulting amount is the alternative minimum taxable income.

                                      -4-
If the shares are disposed of in a "disqualifying disposition" -- that
is, within one year of exercise or two years from the date of the option grant
-- in the year in which the incentive stock option is exercised, the maximum
amount that will be included as alternative minimum tax income is the gain on
the disposition of the incentive stock option stock. In the event there is a
disqualifying disposition in a year other than the year of exercise, the income
on the disqualifying disposition will not be considered income for alternative
minimum tax purposes. In addition, the basis of the incentive stock option stock
for determining gain or loss for alternative minimum tax purposes will be the
exercise price for the incentive stock option stock increased by the amount that
alternative minimum tax income was increased due to the earlier exercise of the
incentive stock option. Alternative minimum tax incurred by reason of the
exercise of the incentive stock option does not result, for regular income tax
purposes, in an increase in basis of the shares acquired upon exercise. The
alternative minimum tax attributable to the exercise of an incentive stock
option may be applied as a credit against regular tax liability in a subsequent
year, subject to certain limitations. The gain recognized upon a sale or
exchange of shares acquired through the exercise of the incentive stock options
will be limited to the excess of the amount received in the sale or exchange
over the fair market value of the shares at the time the incentive stock option
was exercised.

       The application of the alternative minimum tax for each optionee will
depend on such optionee's total income and deductions for the year of exercise.
As such, the extent to which, if any, the tax adjustment item generated by the
exercise of incentive stock options in conjunction with any other tax adjustment
items or alternative minimum tax adjustments may result in an alternative
minimum tax liability for any optionee cannot be determined.  Accordingly, each
optionee should consult his or her own tax counsel to determine the potential
impact of the alternative minimum tax on his or her exercise of incentive stock
option's.

       Employment and Holding Requirements of Incentive Stock Options. The
Internal Revenue Code requires that the optionee remain an employee of the
company or its subsidiaries at all times during the period beginning on the date
that the incentive stock options are granted and ending on the day three months
or one year in the case of permanent and total disability before the date that
each incentive stock option is exercised. Under the plan, upon termination of
employment for any reason other than cause, disability or death the options
terminate three months after the termination date unless by their terms the
options terminate earlier. If termination occurs as a result of disability or
death, the options will expire one year after such termination unless they
expire before that date by their terms. Therefore, if the options constituted
incentive stock options at grant, permissible exercises after termination
automatically meet the employment requirements.

       In order for an optionee exercising incentive stock options to qualify
for the income tax free treatment set forth in the preceding section such
optionee must not dispose of the common stock acquired pursuant to the exercise
of incentive stock options within two years from the date the incentive stock
options were granted, nor within one year after the exercise of the incentive
stock options. If the optionee meets these employment and holding requirements,
any future gain or loss realized and recognized from the sale or exchange of the
common stock should be long-term capital gain or loss, if the stock is held as a
capital asset. If the optionee disposes of the shares of common stock acquired
upon exercise of an incentive stock option within two years from the granting of
options or one year after the exercise of options, any gain will constitute, in
the year of disposition, ordinary compensation income to the extent of the
excess of the fair market value of the common stock on its acquisition date over
the price paid for it by the optionee. Any additional gain will be treated as
capital gain. If the optionee disposes of the shares of common stock at a loss,
such loss will be a capital loss.

       For purposes of this section, the transfer of common stock by reason of
the optionee's death does not constitute a disposition of the common stock. In
addition, the transferee of the common stock is not subject to the holding and
employment requirements.

                                      -5-
If the recipient disposes of options instead of exercising them, the
incentive stock option rules discussed herein have no application.
The recipient-transferor will recognize either long or short-term capital gain
or loss and the purchaser will not be subject to any of these rules.

Nonstatutory Stock Options Under the Plan

       In general, an optionee who receives a nonstatutory stock option realizes
income either at the date of grant or at the date of exercise, but not at both.
Unless the nonstatutory stock option has a "readily ascertainable fair market
value" at the date of grant, the optionee recognizes no income on the date of
grant and the compensatory aspects are held open until the nonstatutory stock
option is exercised. In this case, upon exercise, the optionee will have
compensation income to the extent of the difference between the fair market
value of the stock at the time of exercise and the exercise price paid by the
optionee.

       An nonstatutory stock option is deemed to have a readily ascertainable
fair market value if (a) the nonstatutory stock options are actively traded on
an established market or (b) the fair market value can be measured with
reasonable accuracy which means that (i) the nonstatutory stock options are
transferable, (ii) the nonstatutory stock option's are exercisable immediately
in full, (iii) the nonstatutory stock option's and underlying stock are not
subject to restrictions which have a significant effect on the nonstatutory
stock option's value and (iv) the fair market value of the option privilege is
readily ascertainable.

Exercise of Options Through Use of Previously Acquired Common Stock of the
Company

       Under the plan, in some circumstances an optionee may be allowed to use
previously acquired common stock to exercise both incentive stock option's and
nonstatutory stock option's. Such previously acquired common stock may include
common stock acquired pursuant to an earlier partial exercise of options.
Generally the Internal Revenue Service recognizes that an exchange of common
stock for other common stock does not constitute a taxable disposition of any
shares of common stock. The IRS treats such exchanges as two transactions.
First, to the extent of the number of previously acquired shares of common
stock, a share for share exchange occurs with each new share of common stock
succeeding to the cost basis and holding period of the old shares of common
stock. Second, the remaining new shares of common stock are deemed acquired at a
zero cost with their holding period commencing on the date of acquisition.

       The foregoing rules generally apply to the use of previously acquired
common stock to acquire common stock under the plan. An optionee may use common
stock owned at the date options are exercised to acquire common stock upon
exercise of the options. However, despite a "carryover" holding period, all of
the new shares of common stock are still subject to the holding requirements
discussed above. If optionee disposes of such common stock acquired pursuant to
the exercises of incentive stock option's before the later of two years from the
granting or one year from exercise, an early disposition occurs first to the
extent of the noncarryover shares and then to the extent of the carryover
shares.

       In addition, if an optionee uses common stock acquired through a previous
partial exercise of options to acquire new common stock through an exercise of
options before the first stock has met the above holding requirements, the first
stock will be treated as having been disposed of in an early disposition.
Therefore, the optionee will have to recognize ordinary compensation to the
excess of the fair market value of the first stock on its acquisition dates over
its price paid. Despite the early disposition, any excess gain is not
recognized, but is deferred and carried over to the second stock. If the first
stock is used to acquire other common stock which is not subject to either the
plan, no early disposition will generally occur and the tax free exchange rules
may apply.

                                      -6-
RESTRICTIONS ON RESALE

       We are subject to Section 16(b) of the Securities Exchange Act of 1934,
as amended. Section 16(b) allows us to recover any profit realized by any of our
officers or directors from any purchase and sale, or sale and purchase, of our
common stock within any period of less than six months. Further, our affiliates
who acquire shares of our common stock pursuant to an option described in this
prospectus will not be able to rely on this prospectus to resell those shares.
Accordingly, our affiliates who exercise options must insure that the resale of
their shares complies with an available exemption from the registration
provisions of the Federal securities law, such as Rule 144 under the Securities
Act of 1933, as amended.

                                 LEGAL MATTERS

       Our corporate attorneys, Oppenheimer Wolff & Donnelly LLP, Newport Beach,
California, will issue an opinion about the legality of the offered securities
for us.

                                    EXPERTS

       Pannell Kerr Forster, certified public accountants, a professional
corporation, audited our financial statements as of December 31, 2000 and 1999
and for the fiscal years ended December 31, 2000 and 1999, which are
incorporated by reference in this prospectus. These documents are incorporated
by reference herein in reliance upon their authority as experts in accounting
and auditing.

Item 2. Registrant Information and Employee Plan Annual Information

                             AVAILABLE INFORMATION

       We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's offices located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. This prospectus does not contain all the
information set forth in the registration statement and exhibits thereto which
we have filed with the SEC under the Securities Act of 1933, to which reference
is hereby made.

                                      -7-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

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

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

       You may request a copy of these filings at no cost by writing or
telephoning us at the following address:  Bruce Merati, Chief Financial Officer,
5230 Carroll Canyon Road, Suite 318, San Diego, California 92121; (858) 373-
5001.

Item 4. Description of Securities.

       Inapplicable.

Item 5. Interests of Named Experts and Counsel.

       Inapplicable.

Item 6. Indemnification of Directors and Officers.

       Delaware Statutes
       -----------------

       Section 145 of the Delaware General Corporation Law, as amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

       "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                                      -8-
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

        (c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

        (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section.  Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

        (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

        (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

        (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

        (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of

                                      -9-
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

        (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

        (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

        (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees). (Last amended by Ch.261,L.'94,eff.7-1-94.)"

Certificate of Incorporation
----------------------------

        The Company's Certificate of Incorporation provides that the directors
of the Company shall be protected from personal liability to the fullest extent
permitted by law. The Company's Bylaws also contain a provision for the
indemnification of the Company's directors (see "Indemnification of Directors
and Officers - Bylaws" below).

Bylaws
------

        The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees, or agents under certain circumstances as
follows:

        "7.1   Authorization For Indemnification. The Corporation may indemnify,
               ---------------------------------
in the manner and to the full extent permitted by law, any person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

                                      -10-
7.2   Advance of Expenses. Costs and expenses (including attorneys'
              -------------------
fees) incurred by or on behalf of a director or officer in defending or
investigating any action, suit, proceeding or investigation may be paid by the
Corporation in advance of the final disposition of such matter, if such director
or officer shall undertake in writing to repay any such advances in the event
that it is ultimately determined that he is not entitled to indemnification.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board deems appropriate. Notwithstanding
the foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Corporation or its stockholders, and (b) as a result of such
actions by the director, officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director, officer, employee or
agent is not entitled to indemnification.

        7.3   Insurance. The Corporation may purchase and maintain insurance on
              ---------
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable law.

        7.4   Non-exclusivity. The right of indemnity and advancement of
              ---------------
expenses provided herein shall not be deemed exclusive of any other rights to
which any person seeking indemnification or advancement of expenses from the
Corporation may be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. Any agreement
for indemnification of or advancement of expenses to any director, officer,
employee or other person may provide rights of indemnification or advancement of
expenses which are broader or otherwise different from those set forth herein."

Indemnity Agreements
--------------------

        The Company's Bylaws provide that the Company may indemnify directors,
officers, employees or agents to the fullest extent permitted by law and the
Company has agreed to provide such indemnification to its directors pursuant to
written indemnity agreements.

Item 7. Exemption from Registration Claimed.

       Inapplicable.

                                      -11-
Item 8. Exhibits.

Exhibit Number      Description
--------------      -----------

5.1              Opinion of Oppenheimer Wolff & Donnelly LLP re: legality of
                 shares.
10.1*            Employment Agreement dated September 1, 1997 between
                 Virtgame.Com Corp. and Joseph R. Paravia
10.2*            Virtgame.Com Corp. Amended and Restated 1997 Stock Option Plan
10.3             Consulting Agreement dated July 2, 2001 between Virtgame.Com
                 Corp. and R. Stephen Sarli
23.1             Consent of Oppenheimer Wolff & Donnelly LLP (filed as Exhibit
                 5.1 herein).
23.2             Consent of Pannell Kerr Forster

__________________
*Previously filed as part of registration statement on Form 10-SB/A filed with
the Securities and Exchange Commission on December 21, 1998.

Item 9. Undertakings.

              A.    The undersigned registrant hereby undertakes to file during
any period in which offers or sales of the securities are being made, a post-
effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

              B.    The undersigned registrant hereby undertakes that, for
purposes 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.

              C.    The undersigned registrant hereby undertakes 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.

              D.    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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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.

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

                                      -12-
SIGNATURES
                                   ----------

The Registrant
--------------

               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 on July 11, 2001.

                                    VIRTGAME.COM CORP.,
                                    a Delaware corporation

                                    By:/s/ Leo I. George
                                       -------------------------------
                                       Leo I. George,
                                       Chairman of the Board

                                    By:/s/ Bruce Merati
                                       -------------------------------
                                       Bruce Merati,
                                       Chief Financial Officer
                                       (Principal Financial and
                                       Accounting Officer)

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

     Signature                       Title                         Date
     ----------                      -----                         ----

/s/ Leo I. George             Chairman of the Board         July 11, 2001
--------------------
LEO I. GEORGE

/s/ Scott A. Walker                 Director                July 11, 2001
--------------------
SCOTT A. WALKER

                                      -13-