8-K 1 nvrm-8k.txt CURRENT REPORT 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