U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
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(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 0-30745
INTERCALLNET, INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 88-0426807
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6340 NW 5TH WAY, FORT LAUDERDALE, FLORIDA 33309
(Address of Principal Executive Offices) (Zip Code)
(954) 315 - 3100
(Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
$0.0001 PAR VALUE PER SHARE
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The Registrant had $1,267,672 in gross revenues for the fiscal year ended June
30, 2001.
The aggregate market value of the Registrant's voting stock that was held by
non-affiliates of the Registrant on September 21, 2001 was $4,634,493 based on
the average bid and asked price of the Registrant's common stock on such date as
reported on the Over the Counter Bulletin Board.
As of September 21, 2001, there were 12,180,735 shares of the registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Definitive Information Statement filed with the Commission on March 14, 2001.
See Part I - Item 4. and Part III - Item 13.
TABLE OF CONTENTS
PART I
Item 1. Description of Business....................................... 1
Item 2. Description of Property....................................... 23
Item 3. Legal Proceedings............................................. 24
Item 4. Submission of Matters to a Vote of Security Holders........... 24
PART II
Item 5. Market for Common Equity and Related Stockholder Matters...... 26
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 28
Item 7. Financial Statements.......................................... 34
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure................................... 34
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act............. 35
Item 10. Executive Compensation....................................... 39
Item 11. Security Ownership of Certain Beneficial Owners and
Management............................................ 40
Item 12. Certain Relationships and Related Transactions............... 42
Item 13. Exhibits and Reports on Form 8-K............................. 43
SIGNATURES.................................................................. 47
Financial Statements ....................................................... F-1
PART I
Item 1. Description of Business
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General
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References in this report to "we" and "our" are to Intercallnet, Inc. and its
wholly-owned subsidiary, Inter-Call-Net Teleservices, Inc., which collectively
may also be referred to herein as the "Company."
We were incorporated in the State of Florida on July 30, 1999, under the name
Inter-Call-Net Teleservices, Inc. (ICN). On December 20, 2000, we entered into a
Plan of Reorganization and Merger Agreement (Merger Agreement) with Never Miss A
Call, Inc., a Nevada corporation (NMC) and NMC Acquisition Corp., a Nevada
corporation and a wholly-owned subsidiary of NMC. On January 26, 2001, pursuant
to the terms of the Merger Agreement, NMC through its subsidiary, merged with
ICN and the issued and outstanding securities of ICN were cancelled. NMC issued
1.25 shares of its common stock for each share of ICN stock, which was cancelled
in connection with the merger. Though NMC was the legal surviving entity, the
merger was treated as a purchase business acquisition of NMC by ICN (a reverse
merger) and a re-capitalization of ICN because the former stockholders of ICN
received a larger portion of the common stockholder interest, approximately
79.5%, in the merged entity. As a result, ICN was re-capitalized to reflect the
capital structure of NMC, and NMC's fiscal year end of December 31st was changed
to ICN's fiscal year end of June 30th. In April 2001, NMC changed its name to
Intercallnet, Inc. and re-incorporated in the State of Florida.
We are a 21st century interactive multi-media contact center which enables us to
communicate with our clients' customers across all channels of communication, on
an outsourced basis. These channels of communications include traditional
inbound and outbound voice communications as well as on-line technology and
services.
We believe we stand apart from traditional call centers for the following
reasons:
o Our Management Team
o Our Technology
o Our Proprietary Industry Specific Programs
Our management team has well over 100 years of combined experience in
telecommunications, data processing and the operation of contact centers. This
wealth of experience and knowledge enables us to excel in areas that distinguish
us from our competitors.
Our technology platform of integrated browser based scripting, Internet protocol
(IP) network, voice over Internet protocol (VOIP) network services and
enterprise call routing capabilities provide extensive efficiencies and
effectiveness, in communicating with our clients' customers. In addition, our
virtual contact center portal allows us to manage other contact centers and/or
agents remotely from our primary command center.
The proprietary industry specific programs we are currently focused on are
within the telecommunications and automotive industries. We have developed
customized programs and campaigns to address the specific needs of these
industries in the areas of customer relationship management (CRM) and business
development center (BDC) management, respectively.
Due to technological advancements and increased customer demand, traditional
call centers are transforming from providing solely voice based call center
services to providing multi-channel contact center solutions in support of CRM
strategies. As a result, traditional call centers are evolving into universal
contact centers (UCC).
Our UCC is unique in that we have built our contact center (primary command
center) from the ground up, utilizing this advanced technology. In addition, our
platform is fully integrated which allows us to take advantage of all of the
efficiencies and effectiveness this new technology provides in communicating
with our clients' customers.
As traditional call centers attempt to transform their existing platforms into
multi-channel contact centers, they are faced with certain challenges and
restrictions that are not imposed when building a platform from inception. These
challenges and restrictions include, but are not limited to: (i) reliance upon
legacy based technology, utilized by many traditional call centers, which has
the inherent inability to fully integrate its systems and communications
channels such as inbound and outbound voice and on-line services, and (ii) prior
substantial capital expenditures for such legacy based technology and fiscal
constraints in developing new platforms. As a result, for most traditional call
centers to transform into UCCs, they have no choice but to "bolt-on" new
technology and applications and provide them as a stand-alone solution. In turn,
they cannot offer their clients the same cost effectiveness and efficiencies
that our fully integrated platforms can provide.
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Examples of functional and cost efficiencies that we believe will provide us
with a competitive advantage are: (i) the ability of each teleservice
representative (TSR) and virtual home agent (Net Rep) to support a client
regardless of the channel of communication, i.e. inbound and outbound voice,
email, and live chat, versus a dedicated agent for each individual channel and;
(ii) the ability for management and reporting functions to be conducted from one
central location.
We believe that the growth in the outsourced UCC solutions industry will be
driven by two factors: (i) the trend towards outsourcing of CRM operations to
third party teleservice providers ("3PTs") which provide cost-effective, high
levels of service; and (ii) the increasing use of voice communications and
on-line based media to acquire and service customers whose expectations of
immediate service and access to extensive information have been driven by
increased competition and the explosive growth of the Internet.
Industry Overview
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Historically, many businesses have relied on in-house personnel to provide
customer sales and service support. We believe that businesses are increasingly
outsourcing these activities: (i) to focus their internal resources on their
core competencies; and (ii) since providers of outsourced CRM and BDC management
solutions can offer clients lower overall cost of teleservices due to economies
of scale in sharing the cost of new technology among a larger base of users and
higher capacity utilization rates.
Today, companies are increasingly focused on optimizing the value of their
relationships with their customers. Fueling this trend is the explosive growth
in consumer use of the Internet and e-mail, and the increasingly remote nature
of customer interactions. Companies now face the business imperative to deliver
consistent levels of quality customer service regardless of the channel of
communication used.
The teleservices market is growing rapidly. A leading industry research firm in
its January 2001 research study entitled, "Teleservices Industry Multi-Channel
Marketing Drives Universal Call Centers," states that teleservice expenditures
were $147.7 billion in 2000, a 19% increase from 1999 and are expected to grow
to an average of 13% annually, reaching $240.5 billion by 2004.
Our Opportunities
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Industries such as telecommunications and automotive, which we are currently
focused on, are experiencing increased competition in attracting and retaining
customers. Accordingly, these industries are seeking to expand their direct
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contact with current and prospective customers. Our experience indicates that
businesses within these industries are allocating more of their advertising and
customer services expenditures for CRM and BDC management to 3PTs, which
effectively compliment other marketing media, such as television, radio and
print advertising. Our proprietary industry specific programs provide businesses
the opportunity to quantify and evaluate specific marketing expenditures and to
maximize the effectiveness of such marketing expenditures. We believe these
opportunities in the telecommunications and automotive industries will be a key
factor in our success and that our manner and methods of providing our services
will set us apart from our competitors.
Description of Services
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We develop, implement and manage proprietary contact center solutions that allow
our clients to enhance the value of their customer contacts, relationships and
information. We view every customer contact as an opportunity to build our
client's brand equity and strengthen the customer relationship. We offer a suite
of value added services addressing every stage of the customer or product life
cycle. Therefore we have termed what we are as an Interactive Customer
Relationship Provider (ICRP). Each of our tailored solutions leverages our
contact center expertise to meet the client's unique business requirements. We
provide our clients with various outbound and inbound voice related technologies
as well as a multitude of on-line technology and services.
Our outbound technology detects busy signals, no-answers and answering machines.
Based on the prerequisite of our clients' customers, we can adjust the strategic
timing and placement of calls based on the availability, skill set and language
of our TSRs. When these technologies are combined with call-progress algorithms,
the result is maximum productivity and benefits for our clients.
Our predictive dialer and automatic call distributor (ACD) technology provides
for seamless integration which allows for both inbound and outbound
communication simultaneously. This simultaneous communication is referred to as
call blending. With such call blending technology we are assured of the highest
level of productivity from our TSRs/Net Reps to satisfy our clients' customer
needs.
Our browser based scripting and agent application technology provides a direct
link to our clients' customers information/data systems. This direct link allows
our TSRs and Net Reps to interact on a live, real time basis, between our
clients and the clients' customers.
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Many companies find it increasingly difficult to provide high quality customer
service without diverting resources from their core businesses. We address these
concerns by providing customized solutions with dedicated agents who have
extensive knowledge of a single client and its products across all channels of
communications. We work closely with each client to understand its customer
contact needs and jointly develop solutions that expand their customer base and
enhance their customers' satisfaction.
As the Internet has matured, it has become an increasingly important
communications medium between our clients and their customers. As a result, we
are integrating the Internet into our CRM and BDC management solutions. Our
Internet strategy is to bring human interaction to Internet-based contacts using
our on-line technology and services to handle customer contacts more efficiently
and effectively.
We believe that every remote customer contact, whether by telephone, Internet,
or direct mail should be handled in an integrated fashion, leveraging the same
TSR/Net Rep training and system integration. We see it as a key goal within our
clients' CRM and BDC management strategies to deliver a high level of
integration and to provide a unified view of the customer. This is essential to
building stronger one-on-one customer relationships.
We specialize in the design, development and delivery of industry specific
complex, multi-channel solutions for the telecommunications and automotive
industries.
Our outbound solutions offer lead generation, product sales, customer
acquisition and retention campaigns. These solutions are offered through either
business-to-consumer (B2C) services and/or business-to-business (B2B) services.
Our B2C and B2B services, whether voice or on-line, include product sales,
product registrations, customer acquisition and retention campaigns, lead
generation and database update, and development and "mining" of existing or
potential customers. Integrated call processing systems systematically initiate
or receive these contacts and transfer the successful connection to a designated
TSR/Net Rep. As a contact is presented to the TSR/Net Rep, the consumer's name,
address and other valuable information are simultaneously presented along with
the client's customized script.
Our clients' sales objectives coupled with business intelligence derived from
our managed database allows us to implement and execute marketing campaigns
using multi-channel communications in coordination with advertising and
promotional sales programs. By tracking customer value over time against the
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cost of acquisition, we provide our clients the ability to improve the quality
and value of new customers while reducing the total cost per acquisition. Some
typical telecommunications applications include: (i) list building, (ii)
outbound sales, (iii) inbound sales and order taking, (iv) lead generation, (v)
warranty and insurance sales and/or renewals and (vi) database development and
"mining".
We act as the customers' voice to their clients, providing valuable real time
feedback on new products or campaigns. Some of our automotive specific
applications include: (i) prospect follow up, (ii) quality control, (iii)
appointment setting, (iv) service reminder contact, (v) warranty call handling
and (vi) sales and services satisfaction surveys.
In on-line communications applications, we offer the capability of "push"
technology, which is also known as collaboration. In using this technology, we
can transfer a page from a client's web site and push it to appear on that
client's customer or prospective customer's computer screen. This push
technology can also push or direct web based browsers and web based shoppers to
specific web sites displaying our clients' products, styles and features that
allow for up-selling and cross-selling our clients' products to their customers.
This technology can also compare the products of our clients with the products
of competitors while our clients' prospective customer is on-line, presenting an
excellent opportunity to close the transaction and increase sales volume.
Furthermore, our TSRs/Net Reps have available, at their fingertips, powerful
sales resources, such as comprehensive customer profiles, including purchasing
history and complete information about our clients' products.
We also have the capability to process and respond to our clients' e-mail,
providing prompt, courteous, personal service to our clients' customers. By
utilizing this technology, we can direct and respond to our clients' inbound
e-mail messages automatically. Our systematic routing technology analyzes the
content of each message individually and then responds appropriately,
efficiently and effectively. We do this by utilizing modular blocks of
pre-written text. With the click of a mouse, our TSR/Net Rep can select, move,
delete or insert blocks of text to create a tailored reply to the client's
customer. We also can organize groups of e-mail messages into specific
categories that are determined by content and/or key words and then suggest
modular responses for each category. For certain types of e-mails, we can also
provide automatic responses that avoid extended involvement by the TSR/Net Rep,
which provides certain cost efficiencies.
We are in the process of developing a proprietary technology that will provide
our clients with real-time campaign set up for any type of customer campaign
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utilizing the Internet. This technology is currently scheduled to launch in late
calendar year 2001 or early 2002.
All of the above technologies and solutions allow us to effectively, accurately
and efficiently handle our clients' customers' e-mails, answer customer
questions and resolve customer issues more cost effectively than if provided by
our clients in-house.
Company Strategy
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Our mission is to become the premier provider of interactive customer relations
by utilizing our UCC to provide a full service of voice communications as well
as on-line technology and services. Our strategy is to offer a fully integrated
portfolio of services that are customized to address each of our client's needs
and to continue to improve the quality and cost effectiveness of our clients'
customer service and marketing operations. We plan to implement this strategy
through the following:
Build Long Term Client Relationships by Providing Quality Services
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We believe that quality service is a critical factor in a potential
client's decision to outsource its customer service and sales
functions. We differentiate the quality of our services through our
ability to: (i) quickly respond to a new client program, (ii)
efficiently address staffing needs, (iii) effectively employ operating
systems that can process client campaign data, and (iv) provide
meaningful reports and feedback on a timely basis.
We focus on developing long-term client relationships. We develop a
detailed understanding of each of our clients' specialized business
requirements to more effectively manage interaction with our clients'
current and prospective customers. This process enables us to create
customized solutions that consistently meet and exceed our clients'
needs, minimizing client turnover. As a result, we are better
positioned to cross-sell our services and proactively offer new and
improved applications.
Provide Fully Integrated Service Solutions
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We develop customized and integrated service solutions, which utilize
all of our resources. We integrate our service offerings through our
voice and data network technology and our software systems and hardware
platforms. The integration of our services provides our clients with a
cost-effective, comprehensive solution for the client and increases the
effectiveness of our TSRs/Net Reps.
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We believe that our integration of services provides us with a
significant competitive edge. By cross-selling our integrated services,
we have the ability to capture an increasing share of our clients'
outsourced business.
Capitalize on State-of-the-Art Technology
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Our state-of-the-art technology enables us to offer premium quality,
flexible and cost-effective solutions tailored to each of our client's
needs. We believe our continuing investment in sophisticated contact
center technology provides a significant competitive edge. Some
examples of our technology include: (i) predictive dialers, (ii)
automated call distributors, (iii) call blending, (iv) browser based
scripting, (v) virtual portals, (vi) IP network, (vii) VOIP network
services, (viii) enterprise call routing management and reporting, (ix)
computer telephony integration (CTI) and (x) high speed, fault tolerant
computer systems.
Leverage Strong Management Experience
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We believe we distinguish ourselves through our ability to attract and
retain some of the most talented managers in the CRM and BDC management
industry. Our management team possesses well over 100 years of combined
experience. The members of the management team also have extensive
experience in the telecommunications and automotive sectors, which has
provided us with the foundation for our success in the markets and
industries we are currently focused on and will allow us to stand apart
from our competitors.
Program and Campaign Success
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Our ability to consistently staff and manage our TSRs/Net Reps is critical to
providing premium quality service. We apply standardized practices in our
contact centers to ensure uniform quality of service. We maintain strong
centralized control to assure rigorous adherence to our management practices,
including quality assurance and to provide daily staffing plans for each
individual site.
We continually evaluate the performance of our TSRs/Net Reps to ensure we
achieve our internal and our clients' external quality standards. This
evaluation process includes monitoring the TSRs/Net Reps interaction with the
clients' customer. We also constantly measure our performance against objective
standards such as average response time, sales per hour and conversion
percentages. We encourage our clients to participate in all aspects of quality
assurance.
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Facilities and Service Fortification
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We recognize the importance of providing uninterrupted service for all of our
clients. We have invested significant resources to develop, install and maintain
facilities and systems designed to be highly reliable. Our contact centers and
systems are designed to maximize system service time and minimize the
possibility of outages, commercial power loss or equipment failure. We believe
that this level of reliability provides an important and necessary competitive
advantage.
Our ACD utilizes redundant network architecture, which substantially reduces the
possibility of a system failure and the interruption of services. Our systems
also feature operational redundancy. We use ACDs with dual processors and
on-line automatic backup for all processors, disk management and mechanical
functions. We actively monitor all critical elements of our contact centers 24
hours a day, 365 days per year. Our contact centers also have stand alone
primary power systems that include uninterruptible power supplies and at our
primary command center generator backup power systems. Copies of all proprietary
software systems and client application software reside in a secure off-site
storage facility. We actively monitor all critical components of our
call-processing facilities.
Personnel and Training
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We believe that a key component of our success is the quality of our people. We
are constantly refining our approach to recruiting, training and managing our
people. We have established procedures for the efficient hiring and training of
qualified employees. These procedures, coupled with our scheduling system,
enable us to provide flexible scheduling and staffing solutions to meet our
clients' needs for additional resources. Our flexible schedule and staffing
solutions provide our TSRs/Net Reps with diversity across all campaigns and
programs, which reduces turnover and maintains consistency across our contact
centers.
We offer extensive classroom and on-the-job training programs for TSRs/Net Reps,
including instruction regarding call-processing procedures, direct sales
techniques, customer service guidelines, telephone etiquette and proper use of
voice inflections. Our TSRs/Net Reps receive professional training lasting from
4 to 22 days depending on the client's program and the nature of the services
being provided. In addition to the training designed to enhance job performance,
TSRs/Net Reps are also provided with a detailed description of our
organizational structure, standard operating procedures and business
philosophies.
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Call Management Systems
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We specialize in processing large and recurring transaction volumes. We work
closely with our clients to accurately project future transaction volumes. We
use the following practices to efficiently manage our transaction volumes:
Historical Trend Analysis
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We track on a weekly, daily and hourly basis the trends for individual
client programs. We believe that the key to a cost effective CRM and
BDC management solutions program starts with the effective planning of
future volumes to determine the optimal number of employees,
workstations and calling ports that need to be deployed. Based on our
experience, we have accumulated the data necessary to differentiate the
transaction patterns of different applications such as order capture,
lead generation and customer service.
Plans for Volume and Production
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Volumes are forecasted for each hour increment for each day. Detailed
predictions are made regarding average handle time, average wait time,
average speed of answer, contacts per hour, list size and penetration,
idle time and service level targets to determine the actual number of
transactions that may be processed by a workstation or voice response
port in most cases down to specific one-half hour increments. This
process enables us to effectively determine the number of workstations
and voice response ports needed for any given campaign.
Staffing and Scheduling Plans
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Based on the total number of workstations required to be staffed a
detailed schedule is created. These schedules are typically forecasted
six to eight weeks in advance to assist our personnel and training
departments in hiring and training the desired number of personnel.
TSRs/Net Reps are provided with regular work schedules that are
designed to coincide with anticipated transaction patterns and trends.
Network Control
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Our enterprise call routing platform interfaces directly with our
diverse long distance networks and has the ability to process and
distribute calls across our call centers prior to physically answering
the calls, as most legacy technology requires. This eliminates
long-distance charges associated with processing an inbound call (also
known as "dip charges") and will reduce variable costs of revenues. Our
traffic control specialists are responsible for comparing actual
volumes and trends to stated staffing and scheduling plans. If
necessary, adjustments are made to fine tune variances between actual
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volumes and personnel so that transactions are optimally directed to
the available skill and language set, which maximizes the status of all
processing activities.
Quality Assurance
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By the nature of our services, we establish direct contact with our clients'
customer base. Given the importance of this role, we believe that our reputation
for providing premium quality service is critical. We monitor and measure the
quality and accuracy of our customer interactions through our quality assurance
department. This department regularly measures the quality of its services by
reviewing such variables as average handle time, volume, average speed of answer
(ASA), sales per hour (SPH), contacts per hour, list size and penetration, idle
time, rate of abandonment and order conversation percentages, among many other
statistics and matrices. Using criteria mutually determined between the client
and us, our quality assurance professionals monitor, evaluate and provide
feedback to our TSRs/Net Reps on a daily basis. As warranted, TSRs/Net Reps are
recognized for superior performance or scheduled for additional training.
Our Privacy Policy
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We maintain a strict customer information privacy policy and use
state-of-the-art technologies including redundant firewalls to safeguard
customer information and communications from unauthorized intrusions. We
recognize that the growth of on-line services, including Internet services, has
created additional privacy concerns, particularly for consumers.
On-line privacy concerns focus on the protection of "customer identifiable"
information that an individual or customer reasonably expects to remain private.
As the term suggests, "customer identifiable" information is information which
can be associated with a specific individual or entity, including, for example,
a customer's name, address, or telephone number, e-mail address, and information
about on-line activities that are directly linked to them.
We have implemented technology, security features and strict policy guidelines
to safeguard the privacy of our client's customers' identifiable information
from unauthorized access or improper use, and we will continue to enhance our
security procedures as new technology becomes available. We also train our
TSRs/Net Reps to respect clients' customer privacy and to address their
complaints.
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Sales and Marketing
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Our sales and marketing strategy focuses on leveraging our expertise,
proprietary technology and reputation for premium quality service in order to
cross-sell our services to existing clients and to develop new long-term client
relationships. We also offer our clients cost effective solutions on an
outsourced basis to assist our clients in acquiring, retaining and growing their
customer relationships.
We work with our clients to generate a set of detailed requirements; a
development plan and a campaign launch strategy tailored to our client's
specific needs. After the initial campaign is launched, we conduct regular
reviews of the relationship to ensure client satisfaction and maintain a
watchful eye for ways to expand and grow the existing relationship.
We generally provide our on-line e-commerce solutions pursuant to written
contracts with terms ranging from six months to three years. Typically, our
contracts contain renewal and/or extension options. We generate revenue based on
several factors within each individual campaign. Such components are: (i) a flat
fee for each hour our TSRs/Net Reps devote to the specific client's campaign,
(ii) a fee based on the performance of our TSRs/Net Reps, i.e. number of sales
made, appointments booked or transaction processed, or (iii) a combination of
both.
In addition, most of our contracts require the client to pay ongoing fees
relating to education and training of the TSRs/Net Reps to properly launch the
client's campaign, setup and manage the campaign and develop, if necessary, the
integration of software and technology.
Competition
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The outsourced CRM and BDC management solutions provider industry is highly
fragmented and competitive. Some competitors in this industry are starting to
provide integrated Internet services with their current service offerings. Our
competitors range from other small firms catering to specialized programs and/or
short-term projects to large independent firms. We also compete with the
in-house operations of many existing clients and potential clients. We believe
that only a few competitors currently have the capability to provide fully
integrated outsourced CRM and BDC management solutions. The principal
competitive factors in this industry are quality of service, range of service
offerings, flexibility and speed of implementing customized solutions to meet
the clients' needs, capacity, industry specific experience, technological
expertise and price.
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Our leading edge technology and management experience in both the
telecommunications and automotive industries sets us apart from our competition.
Because of our ability to provide real value at competitive pricing we can
reduce our clients' telemarketing costs without reducing performance or quality.
This is achieved through uniquely sizing our contact centers, which are smaller
and more flexible in nature than our competitors. This flexibility together with
our more efficient use of TSRs/Net Reps allows us a broader selection from the
labor pool within each geographical area.
Furthermore, any new UCC we may establish can operationally leverage off our
primary command center, which should result in lower start up costs. Our
proprietary and third party technology costs associated with routing and
distributing calls across multiple locations is substantially lower than contact
centers with legacy technology.
The presentation skills of our TSRs/Net Reps, combined with our management team,
are constantly enhancing performance and customer satisfaction. Our TSRs/Net
Reps multi-task across multiple channels. Our ability to custom-tailor our
software and technology allows us to provide our customers with customized
programs, timely monitoring, multiple channels and rapid deployment of new
campaigns.
Proprietary Rights and Licenses
-------------------------------
We have made significant investments in the development of our proprietary
software systems and hardware platforms. We rely on a combination of the
protections provided by applicable copyright, patent, trademark and trade secret
laws, as well as on confidentiality procedures, to establish and protect our
proprietary rights. We do not license any of our software or hardware designs
for use by others. Despite these precautions, there can be no assurance that
misappropriation of our proprietary software and hardware designs will not
occur. Certain of our products incorporate technology and software licensed by
us from independent third parties. Generally, these licenses have required
payment of a license fee for the licensed technology.
We will register or apply to register our trademarks when we believe
registration to be important to our ongoing business operations. We have
registered and own the Internet domain names HelpMeNow.com and Intercallnet.net,
which we are currently using in the operation of our business. We currently do
not have any United States patents.
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Although we believe that our intellectual property rights do no infringe upon
the proprietary rights of third parties, there can be no assurances that third
parties will not assert infringement claims against us.
Government Regulations
----------------------
Teleservice sales practices are regulated at both the federal and state level.
The Telephone Consumer Protection Act, which was enacted in 1991, authorized and
directed the Federal Communications Commission (the "FCC") to enact rules to
regulate the telemarketing industry. In December of 1992, the FCC enacted rules,
which place restrictions on the methods and timing of telemarketing sales calls.
The Federal Telemarketing Consumer Fraud and Abuse Act of 1994 (the "TCFAA")
authorizes the Federal Trade Commission (the "FTC") to issue regulations
designed to prevent deceptive and abusive telemarketing acts and practices. The
FTC issued its Telemarketing Sales Rule (the "Sales Rule"), which went into
effect in January 1996. This Sales Rule applies to most direct teleservice
telemarketing calls and certain operator teleservices telemarketing calls and
generally prohibits a variety of deceptive, unfair or abusive practices in
telemarketing sales. The FTC has initiated administrative rule making
proceedings to review and possibly remove the Sales Rule. We cannot predict
whether any modifications will be made to the Sales Rule, and if so, what impact
such revisions would have on our business, results of operations or financial
condition.
In addition to federal legislation and regulation, there are numerous state
statutes and regulations governing telemarketing activities. For example, states
such as Alaska, Florida, Georgia and New York have passed binding "do not call"
lists, for which consumers can sign-up and prevent unwanted solicitation. Many
states such as Alabama, Michigan, New York and Texas have adopted day and time
call limits more restrictive than those imposed by the FTC.
Other pending state legislation would prohibit telemarketers from blocking their
identities on consumers' telephone caller identification equipment, prohibit
telemarketing calls during the hours of 5 pm to 7 pm, and impose civil penalties
of up to $10,000 for telemarketers that violate the "do not call" lists.
Increased use of predictive dialers has also led to public requests for
government restriction. Predictive dialers can hang up on a recipient if the
sales representative is not available and often result in a lag between the
point when the recipient answers the call and the sales representative first
makes verbal contact. In addition, the efficiency of the predictive dialer has
14
led to an increase in the number of calls that sales representatives place to
peoples' homes, increasing the desire for relief from some consumers.
Recently, the Kansas legislature passed a law requiring call center agents to
first make verbal contact within five seconds of a recipient answering the call
when a predictive dialer is used. If no one answers the call, the recipient's
voice mail must receive a prerecorded message stating the caller's name and
company, without any promotional content.
The industries we serve may also be subject to varying degrees of government
regulation. Generally, in these instances, we rely on our clients and their
advisors to develop and provide us with the scripts for each campaign. We
generally require our clients to indemnify us against claims and expenses
arising with respect to the scripts provided by our clients.
We comply with federal and state regulations by comparing all lists to "do not
call" lists and we subscribe to the American Teleservices Association to ensure
our records are continually updated to ensure compliance with all federal and
state telemarketing regulations. We believe we are compliance in all material
respects with all federal and state telemarketing regulations. There can be no
assurances, however, that our practices and methods would not be subject to
regulatory challenge.
Employees
---------
As of June 30, 2001, we had approximately 20 full time employees, and
approximately 120 leased service representatives obtained through a temporary
staffing agency. Our employee costs are categorized as payroll, while our leased
representatives are categorized as direct labor. We believe that our relations
with our employees are good. None of our employees are represented by a labor
union and we have never experienced a work stoppage.
Recent Developments
-------------------
In May 2001, we named George A. Pacinelli as President, replacing former
president Scott R. Gershon. Mr. Gershon remains the Chief Executive Officer,
Chairman of the Board of Directors and a Director of the Company.
Merger
------
On December 21, 2000, we entered into a Plan of Reorganization and Merger
Agreement ("Merger Agreement") with Never Miss A Call ("NMC") and NMC
Acquisition Corp, a Nevada corporation, which was a wholly-owned subsidiary of
NMC. Pursuant to the terms of the Merger Agreement, the closing of which
15
occurred on January 26, 2001, NMC, through the subsidiary, merged with ICN and
issued and outstanding securities of ICN were canceled. NMC issued 1.25 shares
of its common stock for each share of ICN common stock to former ICN
shareholders. ICN outstanding warrants became warrants to purchase shares of
NMC's common stock on the same conversion basis. Post-closing, ICN's former
shareholders owned approximately 79.5% of the issued and outstanding shares of
NMC (excluding shares of stock underlying warrants).
Although NMC is the legal surviving entity, for accounting purposes the merger
is treated as a purchase business acquisition of NMC by us (a reverse merger)
and as a result our company was re-capitalized. For accounting purposes, we were
the acquirer because our former stockholders' received the larger portion of the
common stockholder interests and voting rights in the combined enterprise when
compared to the common stockholder interests and voting rights retained by the
pre-merger stockholders of NMC. As a result, our company was re-capitalized to
reflect the authorized stock of the legal surviving entity. Since we were the
acquirer, for accounting purposes, NMC's fiscal year end of December 31st was
changed to our fiscal year end June 30th.
On April 19, 2001, the Company effected a re-incorporation from Nevada to
Florida and changed its name to Intercallnet, Inc. In April 2001, we also
effected a 3.5 to 1 forward stock split of the outstanding shares of our common
stock.
Recent Significant Accounting Pronouncements
--------------------------------------------
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141, "Business Combinations," SFAS No.
142, "Goodwill and Other Intangible Assets," and SFAS No. 143, "Accounting for
Asset Retirement Obligations." SFAS No. 141 changes certain accounting methods
used for business combinations. Specifically, it requires use of the purchase
method of accounting for all business combinations initiated after June 30,
2001, thereby eliminating use of the pooling-of-interests method. SFAS No. 142
establishes new guidance on how to account for goodwill and intangible assets
after a business combination is completed. Among other things, goodwill and
certain other intangible assets will no longer be amortized, but will now be
tested for impairment at least annually, and expensed only when impaired. This
statement will apply to existing goodwill and intangible assets, beginning with
fiscal years starting after December 15, 2001. Early adoption of the statement
is permitted for certain companies with a fiscal year beginning after March 15,
2001. SFAS No. 143 addresses accounting for obligations associated with the
retirement of tangible long-lived assets. We are currently evaluating these
statements but do not expect that they will have a material impact on our
financial position, results of operations, or cash flows.
16
Factors That May Affect Future Operating Results
-------------------------------------------------
We make statements in this Report on Form 10-KSB as well as in our press
releases or verbal statements that may be made by our officers, directors or
employees acting on behalf of our Company, that are not historical fact and
constitute "forward-looking statements." Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause our
actual results to be materially different from the historical results or from
any results expressed or implied by such forward-looking statements. Factors
that might cause such a difference include, without limitation, the information
set forth below. In addition to statements, which explicitly describe such risks
and uncertainties, statements labeled with the terms "believes", "belief",
"expects", "plans", or "anticipates" should be considered uncertain and
forward-looking. All cautionary statements made in this Report should be read as
being applicable to all related forward-looking statements wherever they may
appear.
Limited Operating History ~ Continuing Operating Losses
-------------------------------------------------------
We have a limited history of operations. Since ICN's inception in July of 1999,
we have engaged primarily in the designing, developing, building and
implementing the technology, the primary command center, the research and
development of the proprietary industry specific programs and the management
team. We have incurred net operating losses since our inception. At June 30,
2001, we have an accumulated deficit of approximately $4,000,000. Such losses
have resulted primarily from costs associated with research and development and
from general and administrative costs associated with our operations.
Uncertainty of Future Profitability
-----------------------------------
We have incurred losses since our inception and continue to require additional
capital to fund operations and capacity and facilities upgrades. Our fixed
commitments, including salaries and fees for current employees and consultants,
equipment rental, and other contractual commitments, are substantial and would
increase if additional agreements are entered into and additional personnel are
retained. We do not expect to generate a positive internal cash flow for at
least 6 months, due to expected increases in working capital needs and ongoing
losses. We intend to generate the necessary capital to operate for the next
twelve months by achieving break-even cash flow from operations and subsequent
profitability, selling equity and/or debt securities and/or a sale-lease back
transaction of our equipment. The Company is currently in negotiations to sell
and lease back equipment valued at approximately $850,000. The Company believes
such a transaction, if completed, would generate a substantial portion of the
funds required without further dilution to shareholders, unlike selling
additional equity securities. Unless we are successful in our efforts to achieve
break-even cash flow and subsequent profitability and raise capital through
17
sales of securities and/or entering into a sale-lease back transaction, we
believe we may not be able to continue operations for the next twelve months. We
have put a plan into effect to achieve profitability in fiscal year 2002;
however, there can be no assurances that the Company will be able to
successfully achieve the plan.
Going Concern Considerations
----------------------------
Our financial statements appearing in Item 13 of this Report have been prepared
on a going concern basis that contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business.
Management recognizes that we must generate capital and revenue resources to
enable us to achieve profitable operations. We are planning on obtaining
additional capital by achieving break-even cash flow from operations and selling
equity and/or debt securities and/or a sale-lease back transaction on our
equipment. The realization of assets and satisfaction of liabilities in the
normal course of business is dependent upon us obtaining additional revenues and
equity capital and ultimately achieving profitable operations. However, no
assurances can be made that we will be successful in these activities. Should
any of these events not occur, our financial statements will be materially
affected.
Uncertain Ability to Meet Capital Needs
---------------------------------------
We need additional capital to fund our operations and we are seeking to obtain
additional capital through equity and/or debt financing or a sale lease back
transaction on our equipment. If additional funds are raised by issuing equity
securities and/or debt convertible into equity, further dilution to existing
stockholders will result, and future investors may be granted rights superior to
those of existing stockholders. There can be no assurance, however, that
additional financing will be available when needed, or if available, will be
available on acceptable terms.
Reliance on a Few Major Clients
-------------------------------
We focus our marketing efforts on developing long-term relationships with
companies in our targeted industries of telecommunications and automotive.
Revenue from two customers accounted for approximately 83% and 15%,
respectively, of total revenue for the fiscal year ended June 30, 2001 and all
revenue for the period ended June 30, 2000 of $268,689 was from a single
customer. As a result, we derive a substantial portion of our revenues from
relatively few clients. There can be no assurances that we will not continue to
be dependent on a few significant clients, that we will be able to retain our
clients, that the volumes of profit margins will not be reduced or that we would
be able to replace such clients or programs with similar clients or programs
that would generate a comparable profit margin. Consequently, the loss of one or
18
more of our significant clients could have a material adverse effect on our
business, results of operations or financial condition.
Dependence on the Success of our Clients' Products
--------------------------------------------------
In our clients' campaigns, we generate revenue based on: (i) a flat fee for each
hour our TSRs/Net Reps devotes to a specific clients' campaign, or (ii) a fee
based on the performance of our TSRs/Net Reps, i.e. number of sales made,
appointments booked or transactions processed, or (iii) a combination of both.
As a result, the amount of revenues generated from any particular client
campaign is generally dependent upon the interest of the customer in the
client's products and or services.
Economic Downturn
-----------------
Our ability to enter into new multi-year contracts may be dependent upon the
general economic environment in which our clients and their customers are
operating. A weakening of the U.S. or global marketplace could cause longer
sales cycles, delays in closing contracts for new business and slower growth
under existing contracts. Since inception we have not experienced such economic
downturns. As a result of the terrorist attacks on the United States of America
on September 11, 2001, the Company is unable to predict the impact of an
economic downturn, if any, on the Company's financial condition or results of
operations. As of September 21, 2001, there has been no decline in the Company's
revenues or cancellation of client contracts as a result of the terrorist
attacks. We cannot assure this will continue to be the case.
Our Contracts
-------------
Our contracts do not ensure that we will generate a minimum level of revenues,
and the profitability of each client campaign may fluctuate, sometimes
significantly, throughout the various stages of the campaign. Although we seek
to enter into multi-year contracts with our clients, our contracts generally
enable the client to terminate the contract, or terminate or reduce customer
interaction volumes, on relatively short notice. Although some contracts require
the client to pay a contractually agreed amount in the event of early
termination, there can be no assurance that we will be able to collect such
amount or that such amount, if received, will sufficiently compensate us for our
investment in the canceled campaign or for the revenues we may lose as a result
of the early termination. We are usually not designated as our client's
exclusive service provider; however, we believe that meeting our clients'
expectations can have a more significant impact on revenues generated by us than
the specific terms of our client campaign. In addition, some of our contracts
limit the aggregate amount we can charge for our services, and some prohibit us,
during a client's campaign, from providing similar services to the client's
direct competitor.
19
Cost and Price Increases
------------------------
Only a few of our contracts allow us to increase our service fees if and to the
extent certain cost or price indices increase; however, most of our significant
contracts do not contain such provisions and some contracts require us to
decrease our service fees if, among other things, we do not achieve certain
performance objectives. Increases in our service fees that are based upon
increases in cost or price indices may not fully compensate us for increases in
labor and other costs incurred in providing services.
Changing Technology
-------------------
Our business is highly dependent on our computer and communications equipment
and software capabilities. Our failure to maintain the superiority of our
technological capabilities or to respond effectively to technological changes
could have a material adverse effect on our business, results of operations or
financial condition. Our continued growth and future profitability will be
highly dependent on a number of factors, including our ability to (i) expand our
existing service offerings; (ii) achieve cost efficiencies in our existing
contact centers; and (iii) introduce new services and products that leverage and
respond to changing technological developments. There can be no assurance that
technologies or services developed by our competitors will not render our
products or services non-competitive or obsolete, that we can successfully
develop and market any new services or products, that any such new services or
products will be commercially successful or that the integration of automated
customer support capabilities will achieve intended cost reductions.
Key Personnel
-------------
Continued growth and profitability will depend upon our ability to maintain our
leadership infrastructure by recruiting and retaining qualified, experienced
executive personnel. We recently appointed George A. Pacinelli as President. Mr.
Pacinelli assumed such position from Scott R. Gershon who continues as our Chief
Executive Officer, Chairman of the Board of Directors and a Director of the
Company. Competition in our industry for executive-level personnel is fierce and
there can be no assurance that we will be able to hire, motivate and retain
highly effective executive employees, or that we can do so on economically
feasible terms.
Labor Forces
------------
Our success is largely dependent on our ability to recruit, hire, train and
retain qualified personnel. Our industry is very labor intensive and has
experienced high personnel turnover. A significant increase in our personnel
turnover rate could increase our recruiting and training costs and decrease
operating effectiveness and productivity. Also, if we obtain several significant
new clients or implement several new, large-scale campaigns, we may need to
recruit, hire and train qualified personnel at an accelerated rate. We may not
20
be able to continue to hire, train and retain sufficient qualified personnel to
adequately staff new customer management campaigns. Because significant portions
of our operating costs relate to labor costs, an increase in wages, costs of
employee benefits or employment taxes could have a material adverse effect on
our business, results of operations or financial condition.
Competitive Market
------------------
We believe that the market in which we operate is fragmented and highly
competitive and that competition is likely to intensify in the future. We
compete with small firms offering specific applications, divisions of large
entities, large independent firms and the in-house operations of clients or
potential clients. A number of competitors have or may develop greater
capabilities and resources than us. Similarly, there can be no assurance that
additional competitors with greater resources than us will not enter our market.
In addition, competitive pressures from current or future competitors also could
cause our services to lose market acceptance or result in significant price
erosion, which could have a material adverse effect upon our business, results
of operations or financial condition.
Business Acquisitions or Joint Ventures May Disrupt Our Business, Dilute
------------------------------------------------------------------------
Shareholder Value or Distract Management's Attention
----------------------------------------------------
As part of our business strategy, we may consider acquisition of, or investments
in, businesses that offer services and technologies complementary to ours. Such
acquisitions could materially adversely affect our operating results and/or the
price of our common stock. Acquisitions also entail numerous risks, including:
(i) difficulty in assimilating the operations, products and personnel of the
acquired business; (ii) potential disruption of our ongoing business; (iii)
unanticipated costs associated with the acquisition; (iv) inability of
management to manage the financial and strategic position of acquired or
developed services and technologies; (v) the division of management's attention
from our core business; (vi) inability to maintain uniform standards, controls,
policies and procedures; and (vii) impairment of relationships with employees
and customers which may occur as a result of integration of the acquired
business.
Business Interruption
---------------------
Our operations are dependent upon our ability to protect our contact centers,
computer and telecommunications equipment and software systems against damage
from fire, power loss, telecommunications interruption or failure, natural
disaster and other similar events. In the event we experience a temporary or
permanent interruption at one or more of our contact centers, through casualty,
operating malfunction or otherwise, our business could be materially adversely
affected and we may be required to pay contractual damages to some clients or
21
allow some clients to terminate or renegotiate their contracts with us. We
maintain property and business interruption insurance; however, such insurance
may not adequately compensate us for any losses we may incur.
Varying Quarterly Results
-------------------------
We have experienced and could continue to experience quarterly variations in
operating results because of a variety of factors, many of which are outside our
control. Such factors may include, but not be limited to, the timing of new
contracts; reductions or other modifications in our clients' marketing and sales
strategies; the timing of new product or service offerings; the expiration or
termination of existing contracts or the reduction in existing programs; the
timing of increased expenses incurred to obtain and support new business;
changes in the revenue mix among our various service offerings; labor strikes
and slowdowns; and the seasonal pattern of certain businesses serviced by us. In
addition, we make decisions regarding staffing levels, investments and other
operating expenditures based on our revenue forecasts. If our revenues are below
expectations in any given quarter, our operating results for that quarter would
likely be materially adversely affected.
Penny Stock Regulations and Restrictions
----------------------------------------
The Securities and Exchange Commission (SEC or Commission) has adopted
regulations, which generally define penny stocks to be an equity security that
has a market price less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exemptions. As of September 21, 2001, the
closing price of our common stock was less than $5.00 per share and therefore is
a "penny stock" pursuant to the rules under the Securities Exchange Act of 1934,
as amended. Such designation requires any broker or dealer selling such
securities to disclose certain information concerning the transactions, obtain a
written agreement from the purchaser, and determine that the purchaser is
reasonably suitable to purchase such securities. These rules may restrict the
ability of brokers and dealers to sell our common stock and may adversely affect
the ability of investors to sell their shares.
Possible Volatility of Stock Price
----------------------------------
The price of our common stock has fluctuated substantially since it began
trading on the Over-the-Counter Bulletin Board (OTCBB) on May 22, 2001. The
market price of the shares of common stock is likely to continue to be highly
volatile. Factors such as a substantial number of our issued and outstanding
shares becoming subject to Rule 144 in late January 2002, terms of any equity
and/or debt financing, fluctuations in our operating results and market
conditions could have a significant impact on the future price of our common
stock and could have a depressive effect on the then market price of the common
stock.
22
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Please see other sections of this report and our
other periodic reports we have filed with the SEC for more information on these
factors.
Item 2. Description of Property
-----------------------
Our corporate headquarters are located in our Cypress Creek facility at 6340 NW
5th Way, Fort Lauderdale, Florida. We also lease a second call center facility
located in Margate, Florida, which is also in the Fort Lauderdale area of South
Florida.
Our Cypress Creek facility is approximately 11,556 square feet and houses our
corporate headquarters and our contact center with up to 140 workstations
dedicated to our outbound and inbound voice technologies as well as our on-line
e-commerce solutions. This facility was constructed for and is planned to be our
24 x 7 contact center though, currently not operating at such maximum capacity.
This facility is leased pursuant to a seven-year operating lease commencing
November 1, 2000 and terminating October 31, 2007. The annual obligation during
the first year was approximately $180,000 and is scheduled to increase 5% per
annum over the term of the lease.
Our Margate facility is approximately 7,600 square feet with capacity up to 120
workstations dedicated to our outbound voice related technologies. This facility
is leased pursuant to a four-year operating lease commencing April 1, 2000 and
terminating March 31, 2004. The annual obligation during the first year was
approximately $84,000 and is scheduled to increase 5% per annum over the term of
the lease.
Based on anticipated growth of our business, we may experience significantly
higher capacity utilization during peak periods than during off-peak (night and
weekend) periods. We may be required to open or expand contact centers to create
the additional peak period capacity necessary to accommodate new or expanded
customer management programs. The opening or expansion of a contact center may
result, at least in the short term, in idle capacity during peak periods until
any new or expanded program is fully implemented.
23
Item 3. Legal Proceedings
-----------------
LAWRENCE A. LOCKE, INDIVIDUALLY AND ON BEHALF OF HIMSELF AND ALL OTHERS
SIMILARLY SITUATED VS. MARKET NEWS ALERT AND INTERCALLNET, INC., CIRCUIT COURT
OF THE STATE OF OREGON, CASE NO. 0108-08304. The Company was recently served a
summons and complaint in this matter, which seeks class action status and which
alleges that the defendant, Market News Alert, was retained by a third party
investor in the Company who paid cash consideration to such defendant to reprint
and distribute a one page report on the Company, that the Company allegedly
caused such report to be sent to the plaintiff, and that such purported action
allegedly constitutes an unsolicited facsimile advertisement in violation of the
Telephone Consumer Protection Act, 47 U.S.C. Section 227 and the regulations
promulgated thereunder. The Company has been advised by plaintiff's counsel that
an amended complaint, alleging monetary damages, will be filed and served
shortly. The Company believes such allegations concerning the Company to be
without any merit and plans to vigorously defend any proceeding should this
action be further pursued.
From time to time, the Company is subject to lawsuits and claims, most of which
arise out of its operations and are incidental to its business. The Company is
not currently subject to any other claims, actions and/or proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On April 19, 2001, the Company effected a reincorporation from Nevada to
Florida. Such reincorporation was accomplished pursuant to a plan and agreement
of merger, a copy of which was filed as an exhibit to a definitive information
statement filed with the SEC on March 14, 2001. Simultaneous with such
reincorporation, the Company's name was changed to Intercallnet, Inc. (OTCBB
symbol: ICLN).
The plan and agreement of merger was authorized, ratified and approved on
February 28, 2001 by a written consent of the holders of 3,408,387 shares of the
common stock of NMC, representing approximately 52% of the then issued and
outstanding shares of the common stock of NMC, in accordance with applicable
Nevada law which requires the approval of more than 50% of the issued and
outstanding common stock of the subject Nevada corporation.
The plan and agreement of merger was authorized, ratified and approved on
February 28, 2001 by a written consent of the holder of 100% of the issued and
24
outstanding shares of the common stock of Intercallnet, Inc., in accordance with
applicable Florida law which requires the approval of more than 50% of the
issued and outstanding common stock of the subject Florida corporation.
In connection with the foregoing, the Company's Board of Directors and the
holders of a majority of the Company's issued and outstanding common stock voted
to amend the Company's Articles of Incorporation to provide for 50,000,000
shares of common stock, par value $0.0001, 2,000,000 shares of blank check
preferred stock, par value $0.0001, a 3.5 to 1 forward stock split and approved
of the adoption of a stock option plan for 1,500,000 shares of our common stock.
25
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
--------------------------------------------------------
The Company's common stock is listed for trading under the symbol "ICLN" on the
Over-the-Counter Bulletin Board (OTCBB), which is regulated by the National
Association of Securities Dealers, Inc. (NASD). The following bid quotations
have been reported for the period beginning May 22, 2001, when the Company's
common stock commenced trading on the OTCBB:
Bid Prices
--------------------
Period High Low
------------------------------- ----- -----
Quarter Ended June 30, 2001 $3.00 $2.00
Prior to May 22, 2001, there had been no public trading of the common stock
under its current symbol ICLN or the prior symbol NVRM.
Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission. Such quotes are not necessarily representative of actual
transactions or of the value of the Company's securities, and are in all
likelihood not based upon any recognized criteria of securities valuation as
used in the investment banking community.
As of September 21, 2001, there were 182 holders of record of the Company's
common stock and 12,180,735 shares of common stock issued and outstanding. As of
the same date, no shares of the Company's preferred stock are issued or
outstanding. Certain of the shares of common stock are held in "street" name and
may, therefore, be held by several beneficial owners.
Of the 12,180,735 shares of outstanding common stock, 9,730,735 shares are
restricted securities of the Company within the meaning of Rule 144 (a) (3)
promulgated under the Securities Act of 1933, as amended (Securities Act). In
general, under Rule 144, as currently in effect, subject to the satisfaction of
certain other conditions, a person, including an affiliate of the company (a
person who has a control relationship with the company) who has owned restricted
securities of common stock beneficially for at least one year is entitled to
sell, within any three month period, that number of shares of a class of
securities that does not exceed the greater of (i) one percent of the shares of
that class then outstanding, or (ii) the average weekly trading volume of that
class during the four calendar weeks preceding such sale. A person who has not
been an affiliate of the Company for at the three months immediately preceding
the sale and has beneficially owned shares of common stock for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
26
the limitations described above. The holders of approximately 9,488,104 shares
of the Company's restricted securities will become eligible to sell under Rule
144 on January 26, 2002.
No prediction can be made as to the effect, if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market price of the common stock prevailing from time to time. Sales of
substantial amounts of common stock on the public market could adversely affect
the prevailing market price of the common stock.
Dividends
---------
The Company has not declared or paid any dividends to its shareholders of common
stock since its inception and does not anticipate paying any such dividends in
the foreseeable future. Management anticipates that all cash flow generated from
operations in the foreseeable future will be retained and used to develop and
expand the Company's business. Any future payment of dividends will depend on
the Company's results of operations, financial condition, cash requirements and
other factors deemed relevant by the board of directors.
Recent Sales of Unregistered Securities
---------------------------------------
For the period April 1, 2001 through June 30, 2001, the Company sold the
following securities pursuant to Section 4(2) under the Securities Act based
upon the limited number of offerees, their relationship to the Company, the
number of shares offered in each offering, the size of the respective offerings,
and the manner of each offering:
On May 9, 2001, the Company issued 65,217 shares of its common stock to an
individual for gross proceeds of $75,000 or $1.15 per share.
In addition, the Company also issued 50,000 shares of common stock on May 31,
2001, to an entity for services to be rendered and placed a value of $57,500 on
these shares.
Stock Options
-------------
In February 2001, the Company's Board of Directors and the holders of a majority
of the Company's issued and outstanding common stock approved the adoption of a
non-qualified stock option plan (the "Plan"). This Plan allows for the grant to
eligible employees and eligible participants of options to purchase up to
1,500,000 shares of the Company's common stock. The Plan is administered by the
Board, or at its discretion, a
27
committee appointed by the Board. The Board or the appointed committee shall
administer the Plan, select the eligible employees and eligible participants to
whom options will be granted, set the exercise price, the exercise period and
the number of shares subject to any such options and interpret, construe and
implement the provisions of the Plan.
During the year ended June 30, 2001, the Company issued 610,000 stock options to
employees of the Company of which 475,000 stock options vested immediately and
the remaining 135,000 options vest over three years. The Company also issued
250,000 stock options, outside of the Plan, for services provided by other than
employees of the Company and these options vest over three years. The exercise
price of 300,000 options is $0.05, and the remaining 560,000 options have an
exercise price of $0.50. The shares of common stock underlying all the stock
options are restricted securities subject to Rule 144.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
The following discussion and analysis of financial condition and results of
operations should be read in conjunction with the Consolidated Financial
Statements of the Company and notes thereto appearing in Item 7 of this Report.
General
-------
We make statements in this Report on Form 10-KSB and in other reports we file
with the SEC under the Securities Exchange Act of 1934 (Exchange Act) that are
considered forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Sometime these statements
will contain words such as "believes," "expects," "intends," "should," "will,"
"plans," and other similar words. These statements are not guarantees of our
future performance and are subject to risk, uncertainties, and other important
factors that could cause our actual performance or achievements to be materially
different from those we project. Given these uncertainties, you should not place
undue reliance on these forward-looking statements. We do not assume the
obligation to update any forward-looking statements. See Item 1. Description of
Business - Factors That May Affect Future Operating Results.
The Company is a 21st century interactive multi-media contact center which,
enables us to communicate with our clients' customers across all channels of
communications, on an outsourced basis. These channels of communications include
traditional inbound and outbound voice communication as well as on-line
technology and services. The uniqueness of the technology utilized by the
28
Company allows for full integration of solutions to provide the efficiencies and
effectiveness desired in communicating with our clients' customers.
Recent Developments
-------------------
In January 2001, the Company's wholly-owned subsidiary merged with a Nevada
corporation and certain shares of common stock were cancelled and reissued.
In April 2001, we re-incorporated from Nevada to Florida and effected a 3.5 to
1 forward stock split.
In May 2001, we named George A. Pacinelli as President, replacing former
president Scott R. Gershon. Mr. Gershon remains the Chief Executive Officer,
Chairman of the Board of Directors and a Director of the Company.
On May 22, 2001, our common stock commenced trading on the OTCBB under the
symbol "ICLN."
Results of Operations
---------------------
The fiscal year ended 2001 was the Company's primary development year in its
present business focus. The Company was dedicated to designing, developing and
implementing the technology, establishing the primary command center,
researching and developing the proprietary industry specific programs and
establishing the management team.
The proprietary industry specific programs the Company has designed required an
extensive amount of (i) research and development of the specific industries we
are focused on to identify the appropriate needs and opportunities within such
industries, (ii) identification of competitors' products and applications and
the success or failure of such products and applications and (iii) building
relationships with new customers within these focused industries.
Associated with the Company's technology was the establishment of our primary
command center to house and protect the equipment underlying the technology and
networks and support our planned growth. As a result, facilities expenses
increased from $72,181 for the period ended June 30, 2000 to $729,812 for the
year ended June 30, 2001. The Company made capital expenditures to develop and
support the technology and contact centers of approximately $1,675,000 which has
resulted in an increase in depreciation and amortization expense from $17,581
for the period ended June 30, 2000 to $398,002 for the year ended June 30, 2001.
29
During the year ended 2001 we added several key employees to our management
team, such as our President, Director of Systems Integration, and Chief
Financial Officer as well as several support team employees. The addition of our
key employees and support team employees has resulted in an increase in payroll
and payroll related expense from $90,832 for the period ended June 30, 2000 to
$756,206 for the year ended June 30, 2001. To attract and retain key members of
management, the Company granted below fair market value stock options and as a
result recognized a charge to earnings of $822,600 for the year ended June 30,
2001. There were no stock options granted during the period ended June 30, 2000.
Revenue from two customers accounted for approximately 83% and 15%,
respectively, of total revenue for the fiscal year ended June 30, 2001 and all
revenue for the period ended June 30, 2000 of $268,689 was from a single
customer. Of the $1,267,672 in revenues for the year ended June 30, 2001,
approximately 30% was a result of pilot programs. These pilot programs were
necessary to test the market penetration and potential performance, as well as
profit margins, and the success within the industries in which the Company
decided to focus and the determination of the actual costs associated with our
industry specific programs to build the financial and business model. Since
pilot programs are generally billed at or below actual costs and the fiscal year
ended June 30, 2001 was the Company's primary development year in its present
business focus, the Company incurred a net loss for the year ended June 30, 2001
of $3,794,282 as compared to a net loss of $522,210 for the period ended June
30, 2000.
As a result of operating under pilot programs coupled with a full year of
operations, the Company has created a financial and business model to determine
the margins required under an industry specific program and our contracts
subsequent to June 30, 2001 have been adjusted accordingly. The Company's
services are generally provided pursuant to written contracts with terms ranging
from six months to three years. Typically, our contracts contain renewal and/or
extension options. They also generally provide for termination upon 60 days
written notice from either party with or without cause. We generate revenue
based on several factors within each individual campaign. Such components are:
(i) a flat fee for each hour our TSRs/Net Reps devote to the specific client's
campaign, or (ii) a fee based on the performance of our TSRs/Net Reps, i.e.
number of sales made, appointments booked or transaction processed, or (iii) a
combination of both.
Direct labor includes the compensation of our TSRs/Net Reps, campaign
supervisors, quality control and contact center managers. The Company manages
30
its direct labor costs through a flexible staffing and scheduling program by
utilizing a temporary staffing agency. Direct labor rates fluctuate based upon
local market factors such as the size and availability of a part-time workforce
in addition to local economic growth as well as the required language and skill
set. Labor rates are adjusted, as necessary, to attract the required number of
TSRs/Net Reps during seasonal fluctuations, if any.
Based on the increase in revenue as a result of operating pilot programs, direct
labor costs increased from $236,038 for the period ended June 30, 2000 to
$1,138,194 for the year ended June 30, 2001. Direct labor as a percentage of
revenue may vary based on the nature of the contract, the nature of the work,
and the market in which the services are provided. Accordingly, direct labor as
a percentage of revenue may vary, sometimes significantly, from period to
period. For the year ended June 30, 2001 direct labor was 90% of revenue and for
the period ended June 30, 2000 direct labor was 88% of revenue. Direct labor as
a percentage of revenue did not vary significantly as a result of operating
under pilot programs that are generally billed at or below actual costs.
Professional fees increased $778,075 or 792% from $98,291 for the period ended
June 30, 2000 to $876,366 for the fiscal year ended June 30, 2001, due to the
increased costs of legal and accounting fees associated with the merger and the
increased costs of consultants utilized by the Company during the year ended
June 30, 2001 to establish the management team, design the technology and
develop the proprietary industry specific programs.
Selling, general and administrative expenses, which consist of all other
expenses that support the building of and ongoing operation of the Company such
as office expenses, insurance expense, advertising, sales and marketing
increased $300,931 from $92,051 for the period ended June 30, 2000 to $392,982
for the year ended June 30, 2001 as a result of the growth experienced by the
Company.
Interest income increased $59,477 or 318% from $18,688 for the period ended June
30, 2000 to $78,165 for the year ended June 30, 2001 due to an increase in cash
held in interest bearing accounts during the year ended June 30, 2001.
Interest expense increased to $25,957 during the year ended June 30, 2001 due to
an increase in debt financing from $120,000 at June 30, 2000 to $448,613 at June
30, 2001.
As previously stated, the fiscal year ended 2001 was the Company's primary
development year in its present business focus. Our strategy was to develop the
following: (i) our technology, (ii) our proprietary industry specific programs
and (iii) our management team. The Company believes that each of these
31
components within our strategy have been systematically accomplished within the
Company's budget, which we attribute to our experienced staff of industry
professionals.
Subsequent to June 30, 2001, the Company has entered into two master services
agreements with unrelated third parties to provide comprehensive telemarketing
services, both under three-year customer acquisition programs. Both master
services agreements include provisions for individual projects and the
compensation terms for such projects, which entail performance based fees, i.e.,
number of sales made, appointments booked or transactions processed. As of
September 21, 2001, these two new contracts have generated approximately
$330,000 of new revenue.
Subsequent to June 30, 2001, the Company has also reviewed two pilot programs
and determined not to convert the pilot programs into long-term contracts as the
gross margin results do not support the Company's financial and business model.
As a result of the terrorist attacks on the United States of America on
September 11, 2001, the Company is unable to predict the impact of an economic
downturn, if any, on the Company's financial condition or results of operations.
As of September 21, 2001, there has been no decline in the Company's revenues or
cancellation of client contracts as a result of the terrorist attacks. We cannot
assure that this will continue to be the case.
Liquidity and Capital Resources
-------------------------------
The Company's primary source of liquidity has been cash flow from the private
sale of common stock and borrowings under its revolving bank line of credit.
The Company has a one-year secured revolving line of credit agreement with a
commercial bank under which it may borrow up to $500,000. Interest is payable at
a fixed rate of 7.50%. This revolving line of credit is secured with a $500,000
certificate of deposit.
During June 2000, the Company issued a promissory note to an unrelated third
party for $120,000 to finance certain office equipment and a licensing
agreement. The note will be paid in 36 equal installments of approximately
$3,800 plus interest. The note bears interest at a fixed rate of 9.00%.
Throughout fiscal year 2001, the Company financed approximately $189,900 of
computer equipment pursuant to capital leases over a period of 24 months, which
bear interest from approximately 12% to 25%.
32
At June 30, 2001, the Company executed lease agreements for certain office
equipment pursuant to operating leases for a period of two years. Such lease
agreements are not effective as of June 30, 2001 as the underlying equipment has
not been installed. When the equipment is installed, currently anticipated to be
in November or December of 2001, and the lease agreements become effective, the
lease payments will be approximately $12,600 per month.
Net cash used in operating activities was $2,005,586 for the year ended June 30,
2001, compared to net cash used in operating activities of $460,721 for the
period ended June 30, 2000. The increase in 2001 from 2000 was primarily due to
an increase in the net loss as a result of the expenditures required to build
the Company's infrastructure.
Net cash used in investing activities was $1,577,601 for the year ended June 30,
2001, compared to net cash used in investing activities of $500,277 for the
period ended June 30, 2000. The increase in net cash flow used in investing
activities was primarily due to investments in the Company's second contact
center to build the infrastructure and support the growth in the Company's
business.
Net cash provided by financing activities was $3,129,239 for the year ended June
30, 2001, compared to net cash provided by financing activities of $1,775,725
for the period ended June 30, 2000. The increase in net cash flow provided by
financing activities was primarily due to the proceeds from the Company's
private sale of common stock during the year ended June 30, 2001.
The Company has incurred losses since its inception, and it continues to require
additional capital to fund operations and capacity and facilities upgrades.
Subsequent to June 30, 2001, the Company raised $302,500 through the private
sale of unregistered securities.
Management intends to generate the necessary capital to operate for the next
twelve months by achieving break-even cash flow from operations and subsequent
profitability, and selling equity and/or debt securities and/or a sale-lease
back transaction of our equipment. The Company is currently in negotiations to
sell and lease back equipment valued at approximately $850,000. The Company
believes such a transaction, if completed, would generate a substantial portion
of the funds required without further dilution to shareholders, unlike selling
additional equity securities.
Unless the Company is successful in its efforts to achieve break-even cash flow
and subsequent profitability and raising capital through sales of securities
and/or entering into a sale-lease back transaction, management believes that the
33
Company may not be able to continue operations for the next twelve months. The
Company has put a plan into effect to achieve profitability in fiscal year 2002;
however, there can be no assurances that the Company will be able to
successfully achieve the plan.
Capital Expenditures
--------------------
The Company's operations will continue to require capital expenditures for real
estate and capacity and facilities upgrades. Capital expenditures for the year
ended June 30, 2001 consisted primarily of furniture, telephone and computer
equipment purchases associated with the addition of our new contact center and
the overall establishment of the Company's infrastructure. The Company currently
projects its capital expenditures for fiscal year 2002 to range from
approximately $2.0 million to $2.5 million primarily for capacity expansion and
upgrades at existing facilities to support the anticipated growth based on the
master services agreements the Company has entered into subsequent to June 30,
2001. The Company plans to finance these capital expenditures through cash flow
from operations and subsequent profitability, and raising capital through sales
of securities and/or entering into a sale-lease back transaction. We cannot
assure the success of any of such efforts.
Inflation
---------
The Company does not believe that inflation has had a material effect on its
results of operations. However, there can be no assurances that the Company's
business will not be affected by inflation in the future.
Seasonality
-----------
We generally believe that our business is not seasonal.
Item 7. Financial Statements
--------------------
The Company's consolidated financial statements and the notes thereto appear in
Item 13 of this report.
Item 8. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
------------------------
None.
34
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
-------------------------------------------------------------
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
The following table sets forth the names, ages and positions held with respect
to each Director, Executive Officer, and significant employees expected to make
a significant contribution to the Company:
Name of Officer Age Position With Company
--------------------------------------------------------------------------------
Scott R. Gershon......................45 Chief Executive Officer, Secretary,
Treasurer, Chairman of the Board of
Directors and Director
George A. Pacinelli...................43 President and Director
Paul A. Cifaldi.......................59 Chief Operating Officer and Director
Stephanie L. Brady....................32 Chief Financial Officer
Joel Suarez...........................28 Director of Systems Integration
There are no family relationships between the directors, executive officers,
significant employees or any other person who may be selected as a director or
executive officer of the Company. None of the Company's directors or executive
officers is a director of any company that files reports with the SEC. None of
the Company's directors have been involved in legal proceedings.
All directors of the Company hold office until the next annual meeting of
stockholders or until their successors are elected and qualified. Our employee
directors have not received any additional compensation since inception for
acting in such capacity and the Company has no plans to establish such a
compensation plan.
Scott R. Gershon the founder of ICN, has been the Registrant's Chief Executive
Officer and Chairman of the Board of Directors since consummation of the Merger
Agreement. He has extensive experience in the telecommunications business arena
primarily in the pay per call segment. Mr. Gershon was a limited partner in
Joyride Partnership, a direct marketing company and call center operation
located in Miami, Florida. In that position Mr. Gershon participated in the
production of television commercials and print advertising. Mr. Gershon was also
retained as a consultant to Inphomation Communications Inc., a direct marketing
company located in Baltimore, Maryland, involved in the production of television
35
infomercials where he provided creative and management services. Prior to and
concurrent with these activities, Mr. Gershon was a principal in the Gershon
Group, a highly successful interior design firm located in Miami and New York.
George A. Pacinelli the Company's President since May 2001 and a director since
June 2001, is a longtime executive in the voice and data communications
technology sector with over 20 years of experience. He was previously associated
with the Company as a consultant since July 2000. He has served in senior
management positions with companies such as Claricom, Executone and Contel,
where he distinguished himself in the areas of business development and
management where he received numerous awards and recognition for outstanding
achievements in both sales and management. Most recently, he founded eTC, Inc -
a telecommunications consulting firm based in Florida that specializes in
voice/data networking, cellular/wireless technologies, and Internet access. Mr.
Pacinelli is a graduate from the University of Florida with a degree in Business
Administration and Marketing.
Paul A. Cifaldi has been the Registrant's Chief Operating Officer and a director
since the consummation of the Merger Agreement. Mr. Cifaldi has over 30 years of
systems experience from PCs to main frames. Mr. Cifaldi was involved as a
consultant to management in the commencement and operation of call centers in
Melbourne and Fort Lauderdale, Florida dealing with mortgage applications,
surveys and database management enhancement. His systems career started in
banking with Chemical Bank in 1963. He worked at Honeywell Inc. from 1966 to
1971. Mr. Cifaldi while employed at Datatron was a pioneer in the service bureau
business and database technology from approximately 1968 to 1970, servicing
magazine publishers with an aggregate of upwards of 30 million subscribers. He
next ran the Data Center for the Board of Cooperative Education Services, an
educational service bureau, from approximately 1970 to 1975 providing service to
30 school districts on Long Island, New York. From there, Mr. Cifaldi was
recruited by Avon Corporation in 1976 to become Vice President of Information
Systems. In this capacity he ran his first call center and was a pioneer in
database technology for cataloging operations.
Stephanie L. Brady the Company's Chief Financial Officer since June 2001, has
over ten years experience working in the financial arena and is a Certified
Public Accountant from New York State. She has served in positions of Director
of Financial Reporting and Controller for NYSE and NASDAQ companies as well as
Assistant Controller for Bell Canada International. Prior to working with
publicly traded companies, Ms. Brady spent over five years with Deloitte &
Touche in New York City and Washington, D.C. and Pricewaterhouse Coopers in
36
Florida. Ms. Brady earned her Bachelors degree in Accounting from Baruch
College, City University of New York, New York City.
Joel Suarez the Director of Systems Integration since December 2000, is an
information technology professional, who specializes in contact center
technologies. Mr. Suarez has extensive knowledge and experience with predictive
dialers, ACD, IVR, and CTI technologies as well as application development, and
enterprise call routing solutions. Mr. Suarez has provided technical solutions
for companies such as American Express, AT&T, Priceline.com, Political Agencies
and the U.S. Census Bureau 2000. He has served as Senior Technical Manager and
Systems Administrator for Precision Response Corporation and as a call
management specialists for AT&T American Transtech. Mr. Suarez has managed
multiple call centers and is technically certified in many disciplines within
information and communications systems technologies. Mr. Suarez is a board
member on the Davox User Group Association.
The following persons were appointed to the Company's Advisory Board effective
June 29, 2001:
Jordan Zimmerman has had an extensive history in corporate development. He
built, as CEO and Chairman, Zimmerman & Partners Advertising, one of the largest
advertising agencies in the Southeastern United States and the 22nd largest in
the U.S. before selling it to Omnicom Group Inc. in 1999. Mr. Zimmerman is
Chairman and CEO of Informed Communication Systems, (ICS). ICS offers the Auto
Loan Phone, which is an interactive voice response system (IVR) that distributes
special credit customer leads to automotive dealers. ICS also offers ZTrac, the
first Internet-based real-time measuring platform for traditional media. Mr.
Zimmerman also is Chairman and CEO of National Theft Deterrent Systems, (NTDS)
an automotive dealer theft deterrent window etching system.
Tim Hewett is the owner of Tim Hewitt & Associates, an insurance broker through
the State Farm Insurance Companies. Mr. Hewett has been appointed to the Board
of Governors for the Florida Joint Underwriting Association for Medical
Malpractice Insurance Companies and is the Chairman elect and has been appointed
to the Board of Directors of The Foundation for Florida's Graduates. In
addition, Mr. Hewett currently sits on the Board of Advisors for the Broward
County Chamber of Commerce and Toccoa Falls College.
37
The following persons were the Company's Executive Officers and Directors prior
to the consummation of the Merger Agreement:
Cal Woodruff was the President, CEO and Director of NMC from NMC's inception.
Since 1996, Mr. Woodruff had also been the Coordinator of DERA Voice Mail
Service and DTE Residents Association in Vancouver, B.C., Canada, where he
created a successful low-cost voice mail system for individuals without
telephones from the ground up. From 1997 to 1999, Mr. Woodruff was a Computer
Trainer for Neil Squire Foundation in Burnaby, B.C., Canada where he trained
mentally and physically disabled people on various aspects of computer usage. In
1997, he was also a Contract Programmer for Norstat International of Surrey,
B.C., Canada, where he developed custom file comparison programs in Canada for
Intel format binary files.
Robert Gelfand was the Executive Vice President, Secretary, Treasurer and a
Director of NMC from NMC's inception. From July 1996 through January 26, 2001,
Mr. Gelfand was also an owner of Star Asia Capital Group Co. LTD., a venture
capital company located in Bangkok. From September 1997 to June 1998, the Mr.
Gelfand was an officer, director and principal shareholder of Golf Innovations
Corp., a publicly traded Nevada corporation engaged in the business of marketing
and distributing golf-related products. From August 1998 to April 1999, Mr.
Gelfand was an officer, director and principal shareholder of Pac-Rim Consulting
Inc., a publicly traded Nevada corporation engaged in the business of real
estate consulting. From August 1997 to January 1999 he was an officer, director
and principal shareholder of Meximed Industries, Inc., a publicly traded Nevada
Corporation engaged in the business of distributing medical products. From
January 1995 to June 1996, he was a self-employed financial consultant.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Exchange Act and the rules there under require the
Company's officers and directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies.
Based on its reviews of the copies of the Section 16(a) forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the last fiscal year, all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent beneficial
owners were timely complied with, except that the Farrington Family Trust filed
a Form 3 eight days after it was otherwise due to be filed and each of Cal
Woodruff and Robert Gelfand, the Company's former President/Chief Executive
38
Officer/Director and Executive Vice President/Director, respectively, prior to
consummation of the Merger Agreement, did not file a Form 3.
Item 10. Executive Compensation
----------------------
The following table sets forth, for the fiscal years ended June 30, 2001 and
2000 certain information regarding the compensation earned by the Company's
Chief Executive Officer and each of the Company's most highly compensated
executive officers whose individual aggregate annual salary and bonus for fiscal
year 2001 exceeds $100,000, with respect to services rendered by such persons to
the Company and its subsidiaries.
No executive officer or director prior to the consummation of the Merger
Agreement received any cash remuneration since the inception of NMC and no
remuneration of any nature had been paid for on account of services rendered by
a director in such capacity.
- Annual Compensation - - Long-Term Compensation (2) -
Other (1) Restricted Under- Other
Name and Compen- Stock lying Compen-
Principal Position Year Salary Bonus sation Awards Options sation
-----------------------------------------------------------------------------------------------------------
Scott R. Gershon, CEO 2001 $240,500 $10,000 - 0 - - 0 - - 0 - none
Chairman of the Board 2000 - 0 - $16,000 $40,000 - 0 - - 0 - none
George A. Pacinelli 2001 $156,000 $20,000 $54,000 - 0 - 300,000 none
President and 2000 - 0 - - 0 - - 0 - - 0 - - 0 - none
Director
------------------------------------------------------------------------------------------------------------
(1) Represents fees paid on a consulting basis prior to becoming an employee.
(2) The Company has not entered into any Long-Term Incentive Plan Awards since
inception.
Stock Option Grants
-------------------
The following table contains information concerning stock option grants to each
of the named executive officers for the fiscal year ended June 30, 2001. There
were no stock option grants during the fiscal year ended June 30, 2000. During
the fiscal year ended June 30, 2001, there were no stock options exercised by
39
such persons. No stock appreciation rights were granted to these individuals
during the fiscal years ended June 30, 2001 and June 30, 2000.
No. of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price per Expiration
Name Granted in Fiscal Year (3) Share (1) Date
--------------------------------------------------------------------------------
S. Gershon - 0 - 0.0% n/a n/a
G. Pacinelli 300,000 (4) 49.2% $0.05 (2)
S. Brady 100,000 16.4% $0.50 (2)
--------------------------------------------------------------------------------
(1) Exercise price to be paid in cash.
(2) The options are exercisable in whole or in part at any time until the
earlier to occur of: (i) the exercise of all options, and (ii) the
expiration of ten years from the date of grant.
(3) Percentages are based upon the total number of options of the Company's
common stock granted during the fiscal year ended June 30, 2001.
(4) The shares underlying the options have piggy-back registration rights if
the Company proposes to register any of its securities under the Securities
Act for sale to the public.
Item 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth (i) each of the Registrant's officers and
directors, (ii) each person who is known by the Registrant's to own beneficially
more than 5% of the outstanding shares of common stock, and (iii) all of the
Registrant's officers and directors as a group:
Title of Name and Address of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class (1)
------------------------------------------------------------------------------------------------
Common Scott R. Gershon (2) 3,062,500 25.1%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, Florida 33309
Common Paul A. Cifaldi (3) 218,750 1.8%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, Florida 33309
Common George A. Pacinelli (4) 300,000 (4) 2.4%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, Florida 33309
40
Title of Name and Address of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class (1)
------------------------------------------------------------------------------------------------
Common Stephanie L. Brady (5) 100,000 (5) 0.8%
c/o Intercallnet, Inc.
6340 NW 5th Way
Fort Lauderdale, Florida 33309
Common Farrington Family Trust 1,137,500 (6) 9.0%
7902 40th Street, N.W.
Gig Harbor, Washington 98335
Common Pedro Yenidjeian 787,500 6.5%
c/o Dubo Enterprises, Inc.
8000 Governors Square Boulevard,
Suite 404
Miami Lakes, Florida 33016
Common Officer and directors
As a group (4 people) 3,681,250 (7) 29.2%
------------------------------------------------------------------------------------------------
(1) All percentages are calculated based upon 12,180,735 shares issued and
outstanding.
(2) Mr. Gershon is Chief Executive Officer, Chairman of the Board of Directors
and a Director of the Company.
(3) Mr. Cifaldi is Chief Operating Officer and a Director of the Company.
(4) Mr. Pacinelli is President and a Director of the Company. Represents fully
vested stock options with an exercise price of $0.05 per share and an
expiration period of 10 years from date of grant.
(5) Ms. Brady is Chief Financial Officer of the Company. Represents fully
vested stock options with an exercise price of $0.50 per share and an
expiration period of 10 years from date of grant.
(6) Includes warrants to purchase 437,500 shares of common stock at an exercise
price of $0.57 per share exercisable for a period of three years.
(7) See footnotes (1) through (4) above.
Rule 13d-3(d)(1)(i) under the Exchange Act, regarding the determination of
beneficial owners of securities, includes as beneficial owners of securities,
among others, any person who directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares voting power
and/or investment power with respect to such securities; and, any person who has
the right to acquire beneficial ownership of such security within sixty days
through a means, including, but not limited to, the exercise of any option,
warrant, right or conversion of a security. Any securities not outstanding that
are subject to such options, warrants, rights or conversion privileges shall be
deemed to be outstanding for the purpose of computing the percentage of
outstanding securities of the class owned by such person, but shall not be
deemed to be outstanding for the purpose of computing the percentage of the
class by any other person.
The Company has been advised that each of the persons listed above has sole
voting, investment, and dispositive power over the shares indicated above.
41
Item 12. Certain Relationships and Related Transactions
----------------------------------------------
During the fiscal year ended June 30, 2001 and the period ended June 30, 2000,
the Company has not entered into a transaction with a value in excess of $60,000
with a director, officer or beneficial owner of 5% or more of the Company's
common stock, except as follows:
On June 29, 2001 the Company's Board of Directors granted options for each Mr.
Pacinelli, Ms. Brady, and Mr. Suarez for 300,000, 100,000 and 75,000 shares of
common stock, respectively. Mr. Pacinelli's options have a purchase price of
$0.05 per share, and the remaining options have a purchase price of $0.50 per
share. The options are exercisable in whole or in part at any time until the
earlier to occur of (i) the exercise of all options and (ii) the expiration of
ten years from the date of grant. As of September 21, 2001, no options have been
exercised.
Pursuant to an agreement dated February 16, 2001, the Company repurchased
175,000 shares from a certain beneficial owner for a total of $200,000 in cash.
Such certain beneficial owner retained the warrants to purchase additional
common shares, which were originally issued with the repurchased shares.
42
Item 13. Exhibits and Reports on Form 8-K
--------------------------------
(a) The following documents are filed as a part of this report:
1. FINANCIAL STATEMENTS - beginning on page F-1 of this report:
o Independent Auditors' Report
o Consolidated Balance Sheets at June 30, 2001 and 2000
o Consolidated Statements of Operations for the Year Ended
June 30, 2001 and for the Period July 30, 1999 (date of
incorporation) through June 30, 2000
o Consolidated Statement of Stockholders' Equity for the Year Ended
June 30, 2001 and for the Period July 30, 1999 (date of
incorporation) through June 30, 2000
o Consolidated Statements of Cash Flows for the Year Ended
June 30, 2001 and for the Period July 30, 1999 (date of
incorporation) through June 30, 2000
o Notes to Consolidated Financial Statements
2. EXHIBITS
Exhibit No. Description
2.0. Plan of Reorganization and Merger Agreement dated December
21, 2000 between the Company, NMC Acquisition Corp. and ICN
(incorporated by reference to exhibit 2.1 to the Company's
Form 8-K filed with the Commission on January 22, 2001).
2.1. Plan and Agreement of Merger dated April 16, 2001 between the
Company and NMC (incorporated by reference to exhibit 2.1 to
the Company's Form 10-QSB filed with the Commission on
May 21, 2001).
2.2. Articles of Merger filed with Nevada Secretary of State
(incorporated by reference to exhibit 2.2 to the Company's
Form 10-QSB filed with the Commission on May 21, 2001).
2.3. Articles of Merger filed with Florida Secretary of State
(incorporated by reference to exhibit 2.3 to the Company's
Form 10-QSB filed with the Commission on May 21, 2001).
3.1 Articles of Incorporation (incorporated by reference to
exhibit 3.1 to the Company's Form 10-QSB filed with the
Commission on May 21, 2001).
43
3.2 Bylaws (incorporated by reference to exhibit 3.2 to the
Company's Form 10-QSB filed with the Commission on May 21,
2001).
4.1. Form of Intercallnet, Inc. Common Stock Certificate
(incorporated by reference to exhibit 4.1 to the Company's
Form 10-QSB filed with the Commission on May 21, 2001).
4.2. Form of Intercallnet, Inc. Common Stock Purchase Warrant
(incorporated by reference to exhibit 4.2 to the Company's
Form 10-QSB filed with the Commission on May 21, 2001).
10.1. Asset Purchase Agreement dated February 2000 by and between
ICN and Barbara Hoffman re: HelpMeNow.com domain name
(incorporated by reference to exhibit 10.1 to the Company's
Form 10-KSB filed with the Commission on April 9, 2001).
10.2. 2001 Stock Option Plan (incorporated by reference to Exhibit
E to the Company's Definitive Information Statement filed
with the Commission on March 14, 2001).
10.3. Master Lease Agreement dated June 2, 2000 by and between
Cisco Systems Capital Corp. and ICN* (incorporated by
reference to exhibit 10.3 to the Company's Form 10-KSB filed
with the Commission on April 9, 2001).
10.4. Service Agreement dated March 31, 2000 by and between Contact
Management Solution, Inc. ("CSC") and ICN* re: AT&T Outbound
Customer Service and Verification (incorporated by reference
to exhibit 10.4 to the Company's Form 10-KSB filed with the
Commission on April 9, 2001).
10.5. Lease Agreement dated August 2, 2000 between Hewlett-Packard
Company and ICN* (incorporated by reference to exhibit 10.5
to the Company's Form 10-KSB filed with the Commission on
April 9, 2001).
10.6. Agreement dated July 19, 2000 by and between MCI WorldCom
Communications, Inc. and ICN* (incorporated by reference to
exhibit 10.6 to the Company's Form 10-KSB filed with the
Commission on April 9, 2001).
10.7. Agreement dated May 20, 2000 by and between Business Telecom,
Inc. and ICN* (incorporated by reference to exhibit 10.7 to
the Company's Form 10-KSB filed with the Commission on
April 9, 2001).
44
10.8. Lease Agreement dated August 31, 2000 by and between Unum
Life Insurance Company of America and ICN* (incorporated by
reference to exhibit 10.8 to the Company's Form 10-KSB filed
with the Commission on April 9, 2001).
10.9. Lease Agreement dated April 1, 2001 by and between Southgate
Plaza and ICN* (incorporated by reference to exhibit 10.9 to
the Company's Form 10-KSB filed with the Commission on April
9, 2001).
10.10. Agreement dated April 25, 2001 by and between Americomm
Direct Marketing and Intercallnet, Inc. (incorporated by
reference to exhibit 10.10 to the Company's Form 10-QSB filed
with the Commission on May 21, 2001).
10.11. Telemarketing Service Agreement dated as of February 28, 2001
by and between Alarm Communication Technologies LLC and
Inter-Call-Net Teleservices, Inc.* (incorporated by reference
to exhibit 10.11 to the Company's Form 10-QSB filed with the
Commission on May 21, 2001).
10.12. Telemarketing Service Agreement dated as of March 23, 2001 by
and between Summer Rain and Intercallnet, Inc.* (incorporated
by reference to exhibit 10.12 to the Company's Form 10-QSB
filed with the Commission on May 21, 2001).
10.13. Master Services Agreement dated as of August 20, 2001 by and
between Informed Communication Systems and Intercallnet, Inc.
(filed herewith).
10.14. Master Services Agreement dated as of April 18, 2001 by and
between First National Communications Network, Inc. and
Intercallnet, Inc. (filed herewith).
* Portions of the exhibit have been omitted pursuant to a request for
confidential treatment.
16.0. Letter dated February 20, 2001, from DeVisser & Company to
the Commission regarding the change in Company's certifying
accountant (incorporated by reference to exhibit 16 to the
Company's Form 8-K filed with the Commission on February 21,
2001).
21.1. Inter-Call-Net Teleservices, Inc., a Florida corporation.
45
(b) Reports on Form 8-K:
On June 12, 2001, a Current Report on Form 8-K was filed with the
Commission reporting Ms. Stephanie L. Brady was appointed as the Company's
Chief Financial Officer effective June 11, 2001.
On June 6, 2001, a Current Report on Form 8-K was filed with the
Commission reporting Mr. Scott Gershon resigned as President of
Intercallnet, Inc., Mr. George Pacinelli was appointed as his successor
effective May 29, 2001 and that Mr. Gershon continues in his position as
Chief Executive Officer, Chairman of the Board of Directors and a Director
of the Company.
On April 23, 2001, a Current Report on Form 8-K was filed with the
Commission reporting a 3.5:1 forward stock split, effective April 3, 2001,
as previously discussed in a Definitive Information Statement file with
the Commission on March 14, 2001 and reporting the Company's
reincorporation from Nevada to Florida which was filed as Exhibit A to the
Definitive Information Statement filed with the Commission on March 14,
2001.
On April 10, 2001, a Current Report on Form 8-K/A was filed with the
Commission reporting the merger between Never Miss A Call, Inc. and
Inter-Call-Net Teleservices, Inc effective January 26, 2001.
46
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Intercallnet, Inc.
(Registrant)
Date: September 28, 2001 By: /s/ Scott R. Gershon
---------------------------------
SCOTT R. GERSHON
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, by the following persons, on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
By: /s/ Scott R. Gershon Chief Executive Officer, September 28, 2001
--------------------------- Secretary and Treasurer
SCOTT R. GERHSON Chairman of the Board of
Directors and Director
By: /s/ George A. Pacinelli President and Director September 28, 2001
-----------------------------
GEORGE A. PACINELLI
By: /s/ Paul A. Cifaldi Chief Operating Officer September 28, 2001
----------------------------- and Director
PAUL A. CIFALDI
By: /s/ Stephanie L. Brady Chief Financial Officer September 28, 2001
----------------------------- (Principal Financial and
STEPHANIE L. BRADY Accounting Officer)
47
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors of
Intercallnet, Inc.
We have audited the accompanying consolidated balance sheets of Intercallnet,
Inc. and its subsidiary (the "Company") as of June 30, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year ended June 30, 2001 and for the period July 30, 1999 (date of
incorporation) through June 30, 2000. These financial statements are the
responsibility of the management of the Company. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Intercallnet, Inc.
and its subsidiary as of June 30, 2001 and 2000, and the results of their
operations and their cash flows for the year ended June 30, 2001 and for the
period July 30, 1999 (date of incorporation) through June 30, 2000, in
conformity with accounting principles generally accepted in the United States.
/s/ Ahearn, Jasco + Company, P.A.
---------------------------------
AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants
Pompano Beach, Florida
September 5, 2001
F-1
INTERCALLNET, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND JUNE 30, 2000
================================================================================
--------------------------------------------------------------------------------
June 30, 2001 June 30, 2000
------------- -------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 360,779 $ 814,727
Restricted cash 779,064 30,000
Accounts receivable, net of allowances 280,044 115,790
Prepaid expenses and other assets 91,213 48,240
----------- -----------
TOTAL CURRENT ASSETS 1,511,100 1,008,757
PROPERTY AND EQUIPMENT, net 1,347,699 145,930
INTANGIBLE ASSETS, net 612,027 347,478
SECURITY DEPOSITS 55,482 114,288
----------- -----------
TOTAL $ 3,526,308 $ 1,616,453
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 743,259 $ 82,938
Revolving line of credit 200,000 --
Current portion of capital leases 128,597 --
Current portion of note payable 39,893 36,471
----------- -----------
TOTAL CURRENT LIABILITIES 1,111,749 119,409
----------- -----------
CAPITAL LEASES, less current portion 36,487 --
NOTE PAYABLE, less current portion 43,636 83,529
----------- -----------
TOTAL LIABILITIES 1,191,872 202,938
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001 par value; 2,000,000 shares
authorized; zero shares issued and outstanding -- --
Common stock, $0.0001 par value; 50,000,000 shares
authorized; 11,979,068 and 6,125,263 shares issued and
outstanding, at June 30, 2001 and 2000, respectively 1,198 613
Additional paid-in capital 6,904,930 1,935,112
Deferred compensation (255,200) --
Accumulated deficit (4,316,492) (522,210)
----------- -----------
STOCKHOLDERS' EQUITY, NET 2,334,436 1,413,515
----------- -----------
TOTAL $ 3,526,308 $ 1,616,453
=========== ===========
See accompanying notes to consolidated financial statements.
F-2
INTERCALLNET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000
================================================================================
--------------------------------------------------------------------------------
June 30, 2001 June 30, 2000
------------ ------------
REVENUE $ 1,267,672 $ 268,689
------------ ------------
OPERATING EXPENSES:
Direct labor 1,138,194 236,038
Payroll and related costs 756,206 90,832
Facilities expenses 729,812 72,181
Selling, general and administrative 392,982 92,051
Professional fees 876,366 98,291
Stock option compensation charges 822,600 --
Depreciation and amortization 398,002 17,581
Start up expenses -- 202,613
------------ ------------
Total Operating Expenses 5,114,162 809,587
------------ ------------
LOSS FROM OPERATIONS (3,846,490) (540,898)
------------ ------------
OTHER INCOME (EXPENSES):
Interest income 78,165 18,688
Interest expense (25,957) --
------------ ------------
Other Income, net 52,208 18,688
------------ ------------
LOSS BEFORE PROVISION FOR INCOME TAXES (3,794,282) (522,210)
PROVISION FOR INCOME TAXES -- --
------------ ------------
NET LOSS $ (3,794,282) $ (522,210)
============ ============
PER SHARE AMOUNTS:
Net loss per common share outstanding, basic and diluted $ (0.36) $ (0.10)
============ ============
Weighted average number of shares outstanding 10,524,140 5,043,802
============ ============
See accompanying notes to consolidated financial statements.
F-3
INTERCALLNET, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000
================================================================================
--------------------------------------------------------------------------------
Common Common Additional Total
Stock, # of Stock, a Paid-in Deferred Accumulated Stockholders'
shares par value Capital Compensation Deficit Equity
-----------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY, July 30, 1999 -- $ -- $ -- $ -- $ -- $ --
Issuance of common stock to founders 4,396,875 440 (339) -- -- 101
Issuance of common stock for cash 1,509,638 151 1,685,473 -- -- 1,685,624
net of expenses
Issuance of common stock for services
and a domain name 218,750 22 249,978 -- -- 250,000
Net loss for the initial period ended
June 30, 2000 -- -- -- -- (522,210) (522,210)
----------- ----------- ----------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY, June 30, 2000 6,125,263 $ 613 $ 1,935,112 $ -- $ (522,210) $ 1,413,515
Issuance of common stock for cash, 3,478,805 348 3,939,243 -- -- 3,939,591
net of expenses
Repurchase common stock (175,000) (18) (199,982) -- -- (200,000)
Issuance of common stock for services 100,000 10 114,990 -- -- 115,000
Recapitalization as a result of merger 2,450,000 245 37,767 -- -- 38,012
Issuance of stock options -- -- 1,077,800 (255,200) -- 822,600
Net loss for the year ended June 30, 2001 -- -- -- -- (3,794,282) (3,794,282)
----------- ----------- ----------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY, June 30, 2001 11,979,068 $ 1,198 $ 6,904,930 $ (255,200) $(4,316,492) $ 2,334,436
=========== =========== =========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
F-4
INTERCALLNET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000
================================================================================
--------------------------------------------------------------------------------
June 30, 2001 June 30, 2000
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,794,282) $ (522,210)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 398,002 17,581
Common stock issued for services 115,000 125,000
Stock option compensation charge 822,600 --
Changes in certain current assets and liabilities:
Accounts receivable (164,254) (115,790)
Prepaid expenses and other assets (42,973) (48,240)
Accounts payable and accrued expenses 660,321 82,938
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (2,005,586) (460,721)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets (455,826) (235,950)
Purchase of property and equipment (1,218,593) (150,039)
Cash proceeds received in merger 38,012 --
Changes in security deposits 58,806 (114,288)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,577,601) (500,277)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in revolving line of credit 200,000 --
Proceeds from note payable -- 120,000
Payments on note payable (36,471) --
Payments on capital leases (24,817) --
Increase in restricted cash (749,064) (30,000)
Repurchase of common stock for cash (200,000) --
Issuance of common stock for cash, net 3,939,591 1,685,725
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,129,239 1,775,725
----------- -----------
NET (DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS (453,948) 814,727
CASH AND CASH EQUIVALENTS, beginning of period 814,727 --
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 360,779 $ 814,727
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 21,619 $ --
=========== ===========
Cash paid for income taxes $ -- $ --
=========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the year ended June 30, 2001, the Company acquired certain
computer equipment for approximately $189,900 pursuant to a capital lease.
During the initial period ended June 30, 2000, the Company acquired a
domain name by issuing common stock valued at $125,000.
See accompanying notes to consolidated financial statements.
F-5
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
================================================================================
Organization
------------
The predecessor to Intercallnet, Inc., Inter-Call-Net
Teleservices, Inc., d/b/a Helpmenow ("ICN") was incorporated in
the State of Florida on July 30, 1999. On December 21, 2000, ICN
entered into a Plan of Reorganization and Merger Agreement
("Merger Agreement") with Never Miss A Call, Inc., a Nevada
Corporation ("NMC"). Pursuant to the terms of the Merger
Agreement, the closing of which occurred on January 26, 2001,
NMC, through a subsidiary, merged with ICN and the issued and
outstanding securities of ICN were canceled. NMC issued 1.25
shares of its common stock for each share of ICN's common stock
to the former shareholders of ICN. Outstanding warrants of ICN
became warrants to purchase shares of NMC's common stock on the
same conversion basis. After the merger, the former shareholders
of ICN owned approximately 79.5% of the issued and outstanding
shares of NMC (excluding shares of stock underlying warrants).
Although NMC is the legal surviving entity, for accounting
purposes, the merger between ICN and NMC is treated as a purchase
business acquisition of NMC by ICN (a reverse merger) and a
re-capitalization of ICN. For accounting purposes, ICN is the
acquirer because the former stockholders' of ICN received the
larger portion of the common stockholder interests and voting
rights in the combined enterprise when compared to the common
stockholder interests and voting rights retained by the
pre-merger stockholders of NMC. As a result, ICN was
re-capitalized to reflect the authorized stock of the legal
surviving entity. Since ICN is the acquirer, for accounting
purposes, NMC's fiscal year end of December 31st has been changed
to ICN's fiscal year end June 30th.
In April 2001, NMC changed its name to Intercallnet, Inc. and
re-incorporated in the State of Florida. Intercallnet, Inc. and
its subsidiary, ICN, are collectively referred to herein as the
Company.
Description of Business
-----------------------
The Company is a 21st century interactive multi-media contact
center which, enables us to communicate with our clients'
customers across all channels of communications, on an outsourced
basis. These channels of communications include traditional
inbound and outbound voice communications as well as on-line
technology and services.
Our solutions offer lead generation, product sales, customer
acquisition and retention campaigns. These solutions are offered
through either business-to-consumer (B2C) services and/or
business-to-business (B2B) services. Our B2C and B2B services,
whether voice or on-line, include product sales, product
registrations, customer acquisition and retention campaigns, lead
generation and database update, and development and mining of
existing or potential customers.
F-6
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued)
================================================================================
Going Concern Considerations
----------------------------
The Company's financial statements have been prepared on a going
concern basis that contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of
business. Management recognizes that the Company must generate
capital and revenue resources to enable it to achieve profitable
operations. Management is planning to obtain additional capital
from revenue generated from operations and through the sale of
equity and/or debt securities. The realization of assets and
satisfaction of liabilities in the normal course of business is
dependent upon the Company obtaining additional revenues and
equity capital and ultimately achieving profitable operations.
However, no assurances can be given that the Company will be
successful in these activities. Should any of these events not
occur, the accompanying financial statements will be materially
affected.
The Company was deemed to be in a development stage until May
2001, when significant revenue from operations was generated.
Basis of Presentation
---------------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The consolidated financial statements and notes are the
representation of the Company's management, which is responsible
for their integrity and objectivity. The accounting policies of
the Company are in accordance with generally accepted accounting
principles. All significant intercompany balances and
transactions are eliminated in consolidation.
================================================================================
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
================================================================================
Revenue Recognition and Concentrations
--------------------------------------
The Company generates revenue based on: (i) a flat fee for each
hour devoted to a specific client's campaign, or (ii) a fee based
on performance, i.e. number of sales made, appointments booked or
transactions processed, or (iii) a combination of both. Revenue
is recognized at the time the services are provided. Revenue from
two customers accounted for approximately 83% and 15%,
respectively of total revenue for the year ended June 30, 2001.
All revenue for the period ended June 30, 2000 was from a single
customer. As such, the Company believes it has an abnormal
concentration of revenue sources.
At June 30, 2001, accounts receivable were primarily with two
customers representing 41% and 54%, respectively, of the total.
Accounts receivable at June 30, 2000 was from a single customer.
As such, the Company believes that it has an abnormal
concentration of credit risk in its receivables.
F-7
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
================================================================================
Property and Equipment
----------------------
Property and equipment is recorded at acquisition cost and
depreciated using the straight-line method over the estimated
useful lives of the assets. Useful lives range from five to seven
years for office equipment and furniture and fixtures. Leasehold
improvements are depreciated over the life of the lease.
Expenditures for routine maintenance and repairs are charged to
expense as incurred.
Organization Costs and Start-up Expenses
----------------------------------------
In accordance with Statement of Position ("SOP") 98-5, "Reporting
on the Costs of Start-up Activities," organization costs and
start-up expenditures were expensed as incurred.
Fair Value of Financial Instruments
-----------------------------------
Cash, restricted cash, accounts receivable and accounts payable
are reflected in the financial statements at cost, which
approximates fair market value because of the short-term maturity
of those instruments. The fair value of the Company's debt
obligations and capital leases are approximately the same as the
recorded amounts as interest rates and terms are similar to
current market rates and terms.
Intangible Assets
-----------------
Intangible assets are being amortized on the straight-line method
over their estimated useful lives. The licensing agreement has a
life of three years, the cost of acquiring the domain name is
being amortized over 15 years, and the web site design costs over
three years. The Company has implemented Statement of Financial
Accounting Standards ("SFAS") No. 121, which prescribes the
accounting for impairment losses on certain long-lived assets,
including intangibles. No impairment losses have been recognized.
Web Site Design Costs
---------------------
Web site design costs are recognized in accordance with Statement
of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." As such, all costs
incurred that relate to the planning and post implementation
phases of development are expensed. Costs incurred in the
development phase were capitalized and recognized over the web
site's estimated useful life of three years. Amortization began
in October 2000 when the web site was placed in service. Costs
associated with repair or maintenance of the website, or for the
design of website content, are charged to expense as incurred.
In March 2000, the Emerging Issues Task Force (the "EITF")
reached a consensus on EITF No. 00-2, "Accounting for Website
Development Costs." This EITF provides guidance on whether
certain costs incurred to develop Websites should be capitalized
or expensed. The consensus is effective for website development
costs incurred for fiscal quarters beginning after June 30, 2000.
The adoption of EITF No. 00-2 did not have an impact on our
financial position or results of operations, as our policy, as
described above, was in compliance with EITF No. 00-2.
F-8
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
================================================================================
Income Taxes
------------
The Company accounts for income taxes in accordance with the SFAS
No. 109, "Accounting for Income Taxes." Deferred taxes are
provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences, operating loss
carryforwards, and tax credit carryforwards, and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred
tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment. State
minimum taxes are expensed as paid.
Net Loss per Share
------------------
SFAS No. 128, "Earnings Per Share," requires companies with
complex capital structures or common stock equivalents to present
both basic and diluted earnings per share ("EPS") on the face of
the income statement. Basic EPS is calculated as the income or
loss available to common stockholders divided by the weighted
average number of common shares outstanding during the period.
Diluted EPS is calculated using the "if converted" method for
common share equivalents such as convertible securities and
options and warrants.
Stock Based Compensation
------------------------
SFAS No. 123, "Accounting for Stock-Based Compensation,"
encourages, but does not require, companies to record employee
stock based compensation plans at fair value. The Company has
chosen, in accordance with the provisions of SFAS No. 123, to
apply Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25) for its employee stock plans.
Under APB 25, if the exercise price of the Company's employee
stock options is less than the market price of the underlying
stock on the date of grant, the Company must recognize
compensation expense. For transactions with other than employees
in which services were performed in exchange for stock or
options, the transactions are recorded on the basis of the fair
value of the services received or the fair value of the issued
equity instrument, whichever was more readily measurable.
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents include all highly liquid debt
instruments with an original maturity of three months or less at
the date of purchase. The Company periodically maintains cash
balances at financial institutions in excess of the federally
insured limit.
Restricted Cash
---------------
The Company has restricted cash in the form of compensating
balances for various letters of credit issued by financial
institutions. Of the $779,064 balance at June 30, 2001, $273,000
represents a certificate of deposit guaranteeing performance
under the Company's operating lease for corporate offices and
facilities, and $500,000 represents a certificate of deposit
guaranteeing performance under the Company's revolving line of
credit. All restricted cash is held in interest bearing accounts.
Currently, there are no amounts outstanding under any of the
letters of credit.
F-9
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
================================================================================
Advertising
-----------
Advertising costs are expensed to operations as incurred.
Advertising expense was $40,230 and $7,941 for the years ended
June 30, 2001 and 2000, respectively.
Statement of Comprehensive Income
---------------------------------
In accordance with SFAS No. 130, "Reporting Comprehensive
Income," the Company is required to report its comprehensive
income. Other comprehensive income refers to revenue, expenses,
gains, and losses that under generally accepted accounting
principles are included in comprehensive income but are excluded
from net income, as these amounts are recorded directly as an
adjustment to stockholders' equity. A statement of comprehensive
income is not presented since the Company had no items of other
comprehensive income. Comprehensive income is the same as net
income for the periods presented herein.
Derivative Instruments and Hedging Activities
---------------------------------------------
In June 1998, SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" was issued, as later amended
by SFAS No. 138. Among other provisions, it requires that
entities recognize all derivatives as either assets or
liabilities in the statement of financial position and measure
those instruments at fair value. Gains and losses resulting from
changes in fair values of those derivatives would be accounted
for depending on the use of the derivative and whether it
qualifies for hedge accounting. The effective date of this
standard was delayed to fiscal years beginning after June 15,
2000 by the issuance of SFAS No. 137. The Company adopted this
standard for its fiscal year beginning July 1, 2000. The adoption
of this standard did not have any impact on results of
operations, financial position or cash flows.
Recent Significant Accounting Pronouncements
--------------------------------------------
In July 2001, the FASB issued SFAS No. 141, "Business
Combinations," SFAS No. 142, "Goodwill and Other Intangible
Assets," and SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 141 changes certain accounting methods
used for business combinations. Specifically, it requires use of
the purchase method of accounting for all business combinations
initiated after June 30, 2001, thereby eliminating use of the
pooling-of-interests method. SFAS No. 142 establishes new
guidance on how to account for goodwill and intangible assets
after a business combination is completed. Among other things,
goodwill and certain other intangible assets will no longer be
amortized, but will now be tested for impairment at least
annually, and expensed only when impaired. This statement will
apply to existing goodwill and intangible assets, beginning with
fiscal years starting after December 15, 2001. Early adoption of
the statement is permitted for certain companies with a fiscal
year beginning after March 15, 2001. SFAS No. 143 addresses
accounting for obligations associated with the retirement of
tangible long-lived assets. The Company is currently evaluating
these statements but does not expect that they will have a
material impact on the Company's financial position, results of
operations, or cash flows.
Reclassifications
-----------------
Certain June 30, 2000 financial statement amounts were
reclassified to conform to the June 30, 2001 presentation.
F-10
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 3. PROPERTY AND EQUIPMENT
================================================================================
Property and equipment at June 30, 2001 and 2000 consists of the
following:
2001 2000
----------- -----------
Office and computer equipment $ 1,061,511 $ 125,039
Furniture and fixtures 230,782 25,000
Leasehold improvements 64,945 --
Equipment owned under
capital leases 201,295 --
----------- -----------
Total cost 1,558,533 150,039
Less: Accumulated depreciation (210,834) (4,109)
----------- -----------
Property and equipment, net $ 1,347,699 $ 145,930
=========== ===========
Depreciation expense for the years ended June 30, 2001 and 2000
was $206,725 and $4,109, respectively, and includes capital lease
amortization.
================================================================================
NOTE 4. INTANGIBLE ASSETS
================================================================================
Intangible assets consist of the following at June 30, 2001 and
2000:
2001 2000
--------- --------
Licensing agreement $ 120,000 $120,000
Domain name 125,000 125,000
Web site design 571,776 115,950
--------- --------
Total cost 816,776 360,950
Less: Accumulated amortization (204,749) (13,472)
--------- --------
Intangible assets, net $ 612,027 $347,478
========= ========
For the years ended June 30, 2001 and 2000, amortization expense
was $191,277 and $13,472, respectively.
F-11
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 5. REVOLVING LINE OF CREDIT
================================================================================
In September 2000, the Company entered into a one year secured
revolving line of credit agreement with a commercial bank under
which it may borrow up to $500,000. Interest is payable at a
fixed rate of 7.50%. This revolving line of credit is secured
with a $500,000 certificate of deposit.
The amount outstanding under this line of credit was $200,000 at
June 30, 2001 and interest expense for the year ended June 30,
2001 was $6,167.
================================================================================
NOTE 6. CAPITAL LEASE OBLIGATIONS
================================================================================
During the year ended June 30, 2001, the Company acquired certain
office equipment under the provisions of various long-term leases
and has capitalized the minimum lease payments. All leases are
for a period of two years or less and the leased property has a
recorded cost of $201,295, of which $189,900 was through capital
leases. As of June 30, 2001, the balance of the capital leases
was $165,084, of which $128,597 is classified as current. The
remaining long-term portion of $36,487 is scheduled for repayment
during fiscal year 2003. Interest expense for the year ended June
30, 2001 was approximately $8,780.
Subsequent to June 30, 2001, the Company entered into a capital
lease of a period of 15 months for leased office equipment with a
recorded cost of approximately $64,760.
================================================================================
NOTE 7. OTHER LONG-TERM DEBT
================================================================================
In connection with the purchase of certain office equipment and a
licensing agreement, the Company entered into a note payable,
commencing June 30, 2000, bearing interest at a rate of 9%. As of
June 30, 2001, the balance of the note payable was $83,529, of
which $39,893 is classified as current. The remaining long-term
portion of $43,636 is scheduled for repayment during fiscal year
2003. Interest expense for the year ended June 30, 2001 was
approximately $9,320. No interest expense was incurred during the
initial period ended June 30, 2000.
F-12
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
================================================================================
Accounts payable and accrued liabilities consist of the following
at June 30, 2001 and 2000:
2001 2000
-------- -------
Accounts payable $675,730 $40,970
Accrued liabilities:
Payroll and related expenses 24,838 16,577
Professional fees and other 23,167 5,391
Rent payable 19,524 --
Subscription payable -- 20,000
-------- -------
Total accounts payable and
accrued liabilities $743,259 $82,938
======== =======
================================================================================
NOTE 9. CAPITAL STOCK
================================================================================
Preferred Stock
---------------
The Company has authorized "blank check" preferred stock of
2,000,000 shares with a $0.0001 par value. The preferred stock
may be created and issued from time to time in one or more series
and with such designations, rights, preferences, conversion
rights cumulative, relative, participating, optional or other
rights, including voting rights, qualifications, limitations or
restrictions thereof as shall be stated and expressed in the
resolution or resolutions as authorized by the Board of Directors
of the Company. As of June 30, 2001, the Board of Directors has
not designated any shares of the preferred stock.
Common Stock
============
The Company has authorized common stock of 50,000,000 shares with
a $0.0001 par value. In connection with the merger, as described
in note 1, the Company issued 2,450,000 shares of common stock to
existing shareholders of NMC, net of the 3,500,000 shares held by
the two directors of NMC which were canceled.
During the initial period ended June 30, 2000, the Company sold
1,509,638 shares of common stock pursuant to a private placement
memorandum, which resulted in net proceeds to the Company of
$1,685,624. The Company also issued 218,750 shares of common
stock to settle a lease obligation and to acquire a domain name
from an unrelated third party, and placed a value of $250,000 on
these shares.
During the year ended June 30, 2001, the Company sold 3,478,805
shares of common stock for net proceeds of $3,939,591, pursuant
to a private placement memorandum, and issued 100,000 shares of
common stock for services and placed a value of $115,000 on these
shares.
F-13
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 9. CAPITAL STOCK (continued)
================================================================================
Pursuant to an agreement dated February 16, 2001, the Company
repurchased 175,000 shares from a significant shareholder for a
total of $200,000 in cash. The shareholder retained the warrants
to purchase additional common shares, which were originally
issued with the repurchased shares.
Subsequent to June 30, 2001, the Company sold 201,667 shares of
common stock that resulted in net proceeds to the Company of
$302,500.
Warrants
---------
In July 2000, the Company amended the terms of its private
placement memorandum to issue warrants to purchase shares of the
Company's common stock at $0.57 per share, exercisable for a
period of three years, to current and prospective investors who
invest in excess of $250,000. From July through June 2001, the
Company issued warrants to purchase an aggregate of 1,185,625
shares of the Company's common stock. As of June 30, 2001, no
warrants have been exercised.
Subsequent to June 30, 2001, the Company entered into an
agreement with an unrelated third party to provide certain
investor relation services. As compensation under this agreement,
the Company issued warrants to purchase an aggregate of 150,000
shares of the Company's common stock at $1.02 per share. Such
warrants will vest ratably over twelve months and are exercisable
for a period of five years. The shares of the Company's common
stock underlying the warrants have piggyback registration rights
when and if the Company files a registration statement.
Stock Splits
------------
In January 2001, in connection with the merger as described in
note 1, ICN adjusted its shares of common stock as if a 1.25 to 1
forward stock had occurred. In April 2001, the Company effected a
3.5 to 1 forward split of the outstanding shares of common stock.
Accordingly, all data shown in the accompanying consolidated
financial statements and notes have been retroactively adjusted
to reflect the stock splits.
================================================================================
NOTE 10. STOCK PLAN
================================================================================
In February 2001, the Company's Board of Directors and the
holders of a majority of the Company's issued and outstanding
common stock approved the adoption of a non-qualified stock
option plan (the "Plan"). This Plan allows for the grant to
eligible employees and eligible participants of options to
purchase up to 1,500,000 shares of the Company's common stock.
The Plan is administered by the Board, or at its discretion, a
committee appointed by the Board. The Board or the appointed
committee shall administer the Plan, select the eligible
employees and eligible participants to whom options will be
granted, set the exercise price, the exercise period and the
number of shares subject to any such options and interpret,
construe and implement the provisions of the Plan.
F-14
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 10. STOCK PLAN (continued)
================================================================================
Stock Options - Non-employees
-----------------------------
Advisory Board
--------------
During the year ended June 30, 2001, the Company issued 150,000
stock options, outside of the Plan, for services provided by
other than employees of the Company. The exercise price of these
options is $0.50 and the options vest over three years. The
Company placed a value of $132,000 on these options and recorded
the value as deferred compensation, which is shown as a separate
component of stockholders' equity. Deferred compensation is being
amortized to expense over the three-year vesting period and
amounted to $44,000 for the year ended June 30, 2001.
Consultants
-----------
During the year ended June 30, 2001, the Company issued 100,000
stock options, outside of the Plan, for services provided by
other than employees of the Company. The exercise price of these
options is $0.50 and the options vest over three years commencing
January 1, 2002. The Company placed a value of $88,000 on these
options and recorded the full value as deferred compensation,
which is shown as a separate component of stockholders' equity.
Deferred compensation will be amortized to expense over the
three-year vesting period commencing January 1, 2002.
Stock Options - Employees
-------------------------
During the year ended June 30, 2001, the Company issued 135,000
stock options to employees of the Company. The exercise price of
these options is $0.50 and the options vest over three years. The
Company placed a value of $118,800 on these options and recorded
the value as deferred compensation, which is shown as a separate
component of stockholders' equity. Deferred compensation is being
amortized to expense over the three-year vesting period and
amounted to $39,600 for the year ended June 30, 2001.
Also during the year ended June 30, 2001, the Company issued
475,000 fully vested stock options to employees of the Company.
Of the 475,000 fully vested stock options, 300,000 options haven
an exercise price of $0.05 and the remaining 175,000 options have
an exercise price of $0.50. The Company placed a value of
$739,000 on these options and recorded the value as compensation
expense.
SFAS No. 123 requires entities that account for awards for
stock-based compensation to employees in accordance with APB No.
25 to present pro forma disclosures of results of operations and
earning per share as if compensation cost was measured at the
date of grant based on the fair market value of the award. Since
all options granted during the year ended June 30, 2001 were
granted with a below fair market value exercise price, the
compensation cost was measured at the date of grant and is
included in the results of operations and earnings per share
disclosures for the year ended June 30, 2001, and as deferred
compensation which is shown as a separate components of
stockholders' equity at June 30, 2001. As a result, a pro forma
disclosure is not necessary.
F-15
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 10. STOCK PLAN (continued)
================================================================================
Stock Options - Summary
The following table represents the Company's stock option
activity for the year ended June 30, 2001:
Optioned Weighted-Average
Shares Exercise Price
----------- ---------------
Options outstanding at July 1, 2000 -- --
Issued to non-employees 250,000 $ 0.50
Issued to employees 610,000 $ 0.28
Exercised -- --
-------- ------
Options outstanding at June 30, 2001 860,000 $ 0.34
======== =======
The options outstanding at June 30, 2001 expire at various times
from 2004 through 2011. Of the options outstanding at June 30,
2001, approximately 570,000 are available for exercise by the
option holders.
================================================================================
NOTE 11. INCOME TAXES
================================================================================
A summary of the provision for income taxes for the periods ended
June 30, 2001 and 2000 is as follows:
2001 2000
----------- ---------
Currently payable $ -- $ --
Deferred benefit 1,486,900 200,100
Less: Valuation allowance (1,486,900) (200,100)
----------- ---------
Provision for income taxes $ -- $ --
=========== =========
Deferred tax assets (liabilities) at June 30, 2001 and 2000 are
as follows:
2001 2000
----------- --------
Available net operating loss carryovers $ 1,364,300 $ 133,700
Expenses not currently deductible for
taxes 369,500 75,000
Excess tax depreciation (46,800) (8,600)
Less: Valuation allowance (1,687,000) (200,100)
----------- ---------
Net deferred tax assets $ -- $ --
----------- ---------
F-16
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 11. INCOME TAXES (continued)
================================================================================
The Company has used a combined estimated federal and state tax
rate of 39% for all deferred tax computations. The tax benefit
prior to the allowance differs from the Federal statutory rate
because of permanent differences, arising primarily from
non-deductible expenses, and the effect of state income taxes.
The Company has recorded a valuation allowance in accordance with
the provisions of SFAS No. 109 to reflect the estimated amount of
deferred tax assets that may not be realized. In assessing the
realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which
temporary differences and/or carryforward losses become
deductible.
The Company has available tax net operating loss carryovers
("NOLs") as of June 30, 2001 of approximately $3,498,000. The
NOLs expire beginning in 2020. Certain provisions of the tax law
may limit the net operating loss carryforwards available for use
in any given year in the event of a significant change in
ownership interest. There have already been significant changes
in stock ownership; however, management believes that an
ownership change has not yet occurred which would cause the net
operating loss carryover to be limited.
================================================================================
NOTE 12. COMMTMENTS AND CONTINGENCIES
================================================================================
Lease Obligations
-----------------
The Company leases equipment and facilities (including office
space) pursuant to operating leases, both short and long term,
certain of which have renewal options and certain of which have
scheduled annual increases. The total rental payments are being
amortized over the lives of the leases, on a straight-line basis,
in accordance with SFAS No. 13. Future minimum lease payments
under non-cancelable operating leases with initial terms of one
year or more consist of the following:
Years ending June 30,
----------------------------------------------------
2002 $ 413,290
2003 308,399
2004 289,428
2005 221,452
2006 232,507
Thereafter 160,089
----------
Totals $1,625,165
==========
The Company has provided various letters of credit related to
guaranteed performance associated with certain operating leases
for equipment and facilities (including office space) totaling
approximately $273,000. See note 2, Restricted Cash, for the
terms underlying the various letters of credit.
F-17
INTERCALLNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001 and
FOR THE PERIOD JULY 30, 1999 (DATE OF INCORPORATION) THROUGH JUNE 30, 2000
================================================================================
NOTE 12. COMMTMENTS AND CONTINGENCIES (continued)
================================================================================
Lease Obligations (continued)
-----------------
Rent expense under operating leases during the year ended June
30, 2001 and the period ended June 30, 2000 totaled approximately
$305,000 and $37,000, respectively.
At June 30, 2001, the Company has executed lease agreements for
certain office equipment pursuant to operating leases for a
period of two years. Such lease agreements are not effective as
of June 30, 2001 as the underlying equipment has not been
installed. When the equipment is installed and the lease
agreements become effective, the lease payments will be
approximately $12,600 per month.
Royalty Payments
----------------
The Company is obligated to make monthly payments to the former
owner of its domain name, in an amount ranging from $500 to
$1,000 per month, depending on the Company's gross revenues.
These payments continue indefinitely, and began in August 2000.
The total royalty fee for the year ended June 30, 2001 was
$5,500.
Litigation, Claims, and Assessments
-----------------------------------
In the ordinary course of business, the Company is exposed to
various claims, threats, and legal proceedings. In management's
opinion, the outcome of such matters, if any, will not have a
material impact upon the Company's financial position and results
of operations.
================================================================================
NOTE 13. NET LOSS PER COMMON SHARE
================================================================================
For the year ended June 30, 2001, the basic and diluted weighted
average common shares includes only common shares outstanding.
The inclusion of common share equivalents would be anti-dilutive
and, as such, they are not included. However, the common share
equivalents, if converted, would have increased common shares
outstanding at June 30, 2001 by approximately 2,045,625 shares.
For the period ended June 30, 2000, the basic and diluted
weighted average common shares include only common shares
outstanding, as there were no common share equivalents.
A reconciliation of the number of common shares shown as
outstanding in the consolidated financial statements with the
number of shares used in the computation of the weighted average
common shares outstanding is shown below:
2001 2000
----------- -----------
Common shares outstanding 11,979,068 6,125,263
Effect of weighting (1,454,928) (1,081,461)
----------- -----------
Weighted average common shares
outstanding 10,524,140 5,043,802
=========== ===========
F-18