UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 3, 2001
Commission File Number 0-30745
INTERCALLNET, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 88-0426807
--------------------------- -----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
6340 NW 5th Way
Fort Lauderdale, FL 33309
(Address of principal executive offices) (Zip Code)
-----------------------------------------------------------------
Registrant's telephone number, including area code (954) 935-0821
Never Miss A Call, Inc.
---------------------------------------------------------
Former Name, Address and Fiscal Year, if Changed Since Last Report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On April 3, 2001, Never Miss A Call, Inc. (the "Company") effected a
3.5:1 forward stock split, as previously discussed in a Definitive Information
Statement mailed to shareholders and filed with the U.S. Securities and Exchange
Commission on March 14, 2001, which for purposes of the Over the Counter
Bulletin Board ("OTCBB") will be reflected as of April 24, 2001.
On April 19, 2001, the Company effected a reincorporation from Nevada
to Florida (the "Reincorporation"). Such Reincorporation was accomplished by
merging the Company with and into a newly-formed, wholly-owned Florida
subsidiary, Intercallnet, Inc. ("ICN") pursuant to a Plan and Agreement of
Merger, a copy of which was filed as Exhibit A to the Definitive Information
Statement filed with the U.S. Securities and Exchange Commission on March 14,
2001. Simultaneous, with such Reincorporation, the Company's name was changed to
Intercallnet, Inc. (OTCBB symbol ICLN).
The articles of incorporation for ICN provide for 50,000,000 authorized
shares of Common Stock, $.0001 par value as well as authorization for 2,000,000
shares of "blank check" preferred stock, $.0001 par value.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused his report to be signed on its behalf by the undersigned
hereunto duly authorized.
INTERCALLNET, INC.
April 23, 2001 By: /s/ Scott Gershon
---------------- ----------------------------------
Scott Gershon, President