8-K/A 1 nvrm8ka.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2001 Commission File Number 0-30745 NEVER MISS A CALL, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 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 --------------------------------------------------------- Former Name, Address and Fiscal Year, if Changed Since Last Report ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS As a result of the merger effective January 26, 2001, by and between NMC Acquisition Corp. and Inter-Call-Net Teleservices ("ICN"), Inc., Never Miss A Call, Inc. (the "Registrant") acquired the entire business of ICN. These assets primarily consist of computer hardware and software equipment and telephone communications systems and were used prior to the merger in the business operated by ICN. The Registrant plans to continue such business by providing telephone-based (and planned inter-active Internet) customer and marketing support services on an outsourced basis to various businesses. See the Registrant's previously filed Forms 8-K, dated December 21, 2000 and January 26, 2001, for more information about the merger. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. See the index to the financial statement on page F-1 of this document. (b) Pro-forma Financial Information. The accompanying unaudited pro forma condensed financial statements of the Registrant and ICN are derived from and should be read in conjunction with the audited financial statements of the Registrant as previously filed on Form 10- KSB for the year ended December 31, 2000 filed with the Securities and Exchange Commission on April 9, 2001 and the audited and interim financial statements of ICN of December 31, 2000 and June 30, 2000 included in Item 7 (a) herein. These unaudited pro forma condensed financial statements do not purport to be indicative of the results of operations or financial position which actually would have taken place if the transaction had been consummated on the date indicated or which may be reported in the future. (c) Exhibits - (a) Plan of Reorganization and Merger Agreement. Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed with the U.S. Securities and Exchange Commission on January 22, 2001. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEVER MISS A CALL, INC. April 10, 2001 By: /s/ Scott Gershon, President ---------------------------- INTER-CALL-NET TELESERVICES, INC. TABLE OF CONTENTS -------------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT F-2 ---------------------------- INDEPENDENT ACCOUNTANTS' REPORT F-3 ------------------------------- FINANCIAL STATEMENTS -------------------- Balance Sheets F-4 Statements of Operations F-5 Statement of Stockholders' Equity F-6 Statements of Cash Flows F-7 NOTES TO FINANCIAL STATEMENTS F-8 to F-15 ----------------------------- PRO-FORMA FINANCIAL INFORMATION F-16 Proforma Balance Sheets F-17 Proforma Statements of Income For the Six Months Ended December 31, 2000 F-18 Proforma Statements of Income Initial Period from July 30, 1999 to June 30, 2000 F-19 F-1 INDEPENDENT AUDITORS' REPORT ---------------------------- To the Board of Directors of Inter-Call-Net Teleservices, Inc. We have audited the accompanying balance sheet of Inter-Call-Net Teleservices, Inc. (the "Company"), a development stage company, as of June 30, 2000, and the related statements of operations, stockholders' equity and cash flows for the period July 30, 1999 (date of incorporation) through June 30, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Inter-Call-Net Teleservices, Inc. as of June 30, 2000 and the results of its operations and its cash flows 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 6, 2000 F-2 INDEPENDENT ACCOUNTANTS' REPORT ------------------------------- To the Board of Directors of Inter-Call-Net Teleservices, Inc. We have reviewed the accompanying balance sheet of Inter-Call-Net Teleservices, Inc. (the "Company") as of December 31, 2000, and the related statements of operations, stockholders' equity, and cash flows for the six months then ended. These financial statements are the responsibility of the management of the Company. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying December 31, 2000 financial statements for them to be in conformity with generally accepted accounting principles. /s/Ahearn, Jasco + Company, P.A. AHEARN, JASCO + COMPANY, P.A. Certified Public Accountants Pompano Beach, Florida March 26, 2001 F-3 INTER-CALL-NET TELESERVICES, INC. (A development stage company) BALANCE SHEETS DECEMBER 31, 2000 (unaudited) AND JUNE 30, 2000 ================================================================================

(Unaudited) December 31, June 30, 2000 2000 ----------- ----------- ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $ 2,210,896 $ 844,727 Accounts receivable 51,625 115,790 Prepaid expenses and other assets 251,197 48,240 ----------- ----------- TOTAL CURRENT ASSETS 2,513,718 1,008,757 PROPERTY AND EQUIPMENT, net 955,965 145,930 INTANGIBLE ASSETS, net 755,656 347,478 SECURITY DEPOSITS 53,120 114,288 ----------- ----------- TOTAL $ 4,278,459 $ 1,616,453 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 113,349 $ 82,938 Line of credit 100,000 -- Current portion of note payable 38,144 36,471 ----------- ----------- TOTAL CURRENT LIABILITIES 251,493 119,409 ----------- ----------- NOTE PAYABLE, less current portion 64,028 83,529 ----------- ----------- 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; 20,000,000 shares authorized; 2,168,710 and 1,400,060 shares issued and outstanding, respectively 218 141 Additional paid-in capital 5,742,098 1,935,584 Deficit accumulated during the development stage (1,779,378) (522,210) ----------- ----------- STOCKHOLDERS' EQUITY, NET 3,962,938 1,413,515 ----------- ----------- TOTAL $ 4,278,459 $ 1,616,453 =========== ===========

See notes to financial statements. F-4 INTER-CALL-NET TELESERVICES, INC. (A development stage company) STATEMENTS OF OPERATIONS FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 AND THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) ================================================================================

(Unaudited) Cumulative from inception (Unaudited) through December 31, June 30, December 31, 2000 2000 2000 ----------- ----------- ----------- REVENUE $ 497,115 $ 268,689 $ 765,804 ----------- ----------- ----------- EXPENSES: Payroll and related costs 754,762 326,870 1,081,632 Start up expenses -- 202,613 202,613 Facilities expenses 225,639 72,181 297,820 Professional fees 526,163 98,291 624,454 Depreciation and amortization 124,249 17,581 141,830 General and administrative 172,594 92,051 264,645 ----------- ----------- ----------- TOTAL EXPENSES 1,803,407 809,587 2,612,994 ----------- ----------- ----------- LOSS FROM OPERATIONS (1,306,292) (540,898) (1,847,190) OTHER INCOME (EXPENSE): Interest expense (8,910) -- (8,910) Interest income 58,034 18,688 76,722 ----------- ----------- ----------- OTHER INCOME, net 49,124 18,688 67,812 LOSS BEFORE PROVISION FOR INCOME TAXES (1,257,168) (522,210) (1,779,378) PROVISION FOR INCOME TAXES -- -- -- ----------- ----------- ----------- NET LOSS $(1,257,168) $ (522,210) $(1,779,378) =========== =========== =========== PER SHARE AMOUNTS: Net loss per common share outstanding, basic and diluted $ (0.60) $ (0.45) =========== =========== Weighted average number of shares outstanding 2,087,568 1,152,869 =========== ===========

See notes to financial statements. F-5 INTER-CALL-NET TELESERVICES, INC. (A development stage company) STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 AND THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) ================================================================================

Deficit Accumulated Additional During the Number Stock, at Paid-in Development of Shares Par Value Capital Stage Total ----------- ----------- ----------- ----------- ----------- STOCKHOLDERS' EQUITY, July 30, 1999 -- $ -- $ -- $ -- $ -- Issuance of common stock to founders 1,005,000 101 -- -- 101 Issuance of common stock for cash, net of expenses 345,060 35 1,685,589 -- 1,685,624 Issuance of common stock for services and a domain name 50,000 5 249,995 -- 250,000 Net loss for the initial period ended June 30, 2000 -- -- -- (522,210) (522,210) ----------- ----------- ----------- ----------- ----------- STOCKHOLDERS' EQUITY, June 30, 2000 1,400,060 141 1,935,584 (522,210) 1,413,515 ----------- ----------- ----------- ----------- ----------- Issuance of common stock for cash, net of expenses (unaudited) 768,650 77 3,806,514 -- 3,806,591 Net loss for the six months ended December 31, 2000 (unaudited) -- -- -- (1,257,168) (1,257,168) ----------- ----------- ----------- ----------- ----------- STOCKHOLDERS' EQUITY, December 31, 2000 (unaudited) 2,168,710 $ 218 $ 5,742,098 $(1,779,378) $ 3,962,938 =========== =========== =========== =========== ===========

See notes to financial statements. F-6 INTER-CALL-NET TELESERVICES, INC. (A development stage company) STATEMENTS OF CASH FLOWS FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 AND THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) ================================================================================

(Unaudited) Cumulative from inception (Unaudited) through December 31, June 30, December 31, 2000 2000 2000 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(1,257,168) $ (522,210) $(1,779,378) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 124,249 17,581 141,830 Common stock issued to settle a lease obligation -- 125,000 125,000 Changes in certain current assets and liabilities: Accounts receivable 64,165 (115,790) (51,625) Prepaid expenses and other assets (202,957) (48,240) (251,197) Accounts payable and accrued expenses 30,411 82,938 113,349 ----------- ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (1,241,300) (460,721) (1,702,021) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of intangible assets (455,826) (235,950) (691,776) Purchase of equipment (886,636) (150,039) (1,036,675) Change in security deposits 61,168 (114,288) (53,120) ----------- ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (1,281,294) (500,277) (1,781,571) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Changes in line of credit 100,000 -- 100,000 Proceeds from note payable -- 120,000 120,000 Payments on note payable (17,828) -- (17,828) Sales of common stock for cash 3,806,591 1,685,725 5,492,316 ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 3,888,763 1,805,725 5,694,488 ----------- ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,366,169 844,727 2,210,896 CASH AND CASH EQUIVALENTS, beginning of period 844,727 -- -- ----------- ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 2,210,896 $ 844,727 $ 2,210,896 =========== =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 8,255 $ -- $ 8,255 =========== =========== =========== Cash paid for income taxes $ -- $ -- $ -- =========== =========== ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: During the initial period ended June 30, 2000, the Company acquired a domain name by issuing common stock valued at $125,000. See notes to financial statements. F-7 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION -------------------------------------------------------------------------------- Organization ------------ Inter-Call-Net Teleservices, Inc., d/b/a Helpmenow (the "Company") was incorporated in the State of Florida on July 30, 1999. The Company is a development stage enterprise, and provides interactive customer relationship management and multi-lingual support by combining state-of-the-art technology, proven methods and talented people. The Company's business plan calls for it to become a leading outsourced interactive customer relationship provider for companies conducting business over the Internet to more traditional companies offering services in "bricks and mortar" establishments. Prospective customers include various businesses that require help in the areas of acquisition, retention, and servicing their customers on an outsourced basis. As further discussed in note 11, on December 21, 2000, the Company entered into a Plan of Reorganization and Merger Agreement ("Merger Agreement") with NMC Acquisition Corp, a wholly owned subsidiary of Never Miss A Call, Inc, a Nevada corporation ("NVRM"). Pursuant to the terms of the Merger Agreement, the closing of which occurred on January 26, 2001, NVRM, through the subsidiary, merged with the Company and the Company became a wholly owned subsidiary of Never Miss A Call, Inc. Interim Information ------------------- The financial statements of the Company for the six months ended December 31, 2000 have been prepared in accordance with generally accepted accounting principles for interim financial information and the applicable regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements as of and for the period ended December 31, 2000 are unaudited. In the opinion of the management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The December 31, 2000 financial statements have been reviewed by an independent public accountant pursuant to Item 310(b) of SEC Regulation S-B and following applicable standards for conducting such reviews, and the report of the accountant is included as part of this document. The results of operations for the interim period are not necessarily indicative of the results of operations for the fiscal year. Development Stage Operations, and 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. The Company is in its development stage. 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 revenues generated from operations and through the sale of equity 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. F-8 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued) -------------------------------------------------------------------------------- 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 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 and conform to the standards applicable to development stage companies. -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -------------------------------------------------------------------------------- Revenue Recognition and Concentrations -------------------------------------- Revenue is recognized at the time the services are provided. Accounts receivable at December 31, 2000 and June 30, 2000, and all revenue for the periods then ended, is from a single customer. As such, the Company believes that it presently has an abnormal concentration of credit risk. 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 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, 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 obligation is approximately the same as the recorded value as interest rates and terms are similar to current market rates and terms. F-9 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) -------------------------------------------------------------------------------- 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 design costs over three years. The web site costs are being capitalized pursuant to SOP 98-1, "Accounting for Costs of Computer Software Developed or Obtained for Internal Use," and amortization began in October 2000 when the web site was placed in service. 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. 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 ------------------ The Company follows the provisions of SFAS No. 128, "Earnings per Share," which 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 income 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 convertible securities and the treasury stock method for options and warrants as previously prescribed by Accounting Principles Board of Opinion No. 15, "Earnings per Share." Cash and Cash Equivalents ------------------------- Cash and cash equivalents, if any, 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. 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, and 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 has no items of other comprehensive income. Comprehensive income is the same as net income for the periods presented herein. F-10 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) -------------------------------------------------------------------------------- New Accounting Pronouncements ----------------------------- In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as 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 via 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 a material impact on results of operations, financial position or cash flows. Reclassifications ----------------- Certain June 30, 2000 financial statement amounts were reclassified to conform to the December 31, 2000 presentation. -------------------------------------------------------------------------------- NOTE 3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES --------------------------------------------------------------------------------

Accounts payable and accrued liabilities at December 31, 2000 (unaudited) and June 30, 2000 consist of the following: 12/31/00 6/30/00 ----------- ---------- Accounts payable $ 85,964 $ 40,970 Accrued liabilities: Professional fees 12,566 5,391 Subscription payable -- 20,000 Rent payable 4,881 -- Payroll and related costs 9,938 16,577 --------- --------- Total accounts payable and accrued liabilities $113,349 $ 82,938 ========= ========= -------------------------------------------------------------------------------- NOTE 4. PROPERTY AND EQUIPMENT, NET -------------------------------------------------------------------------------- Property and equipment consists of the following at December 31, 2000 (unaudited) and June 30, 2000: 12/31/00 6/30/00 ----------- ---------- Office and computer equipment $ 803,894 $ 125,039 Furniture and fixtures 223,891 25,000 Leasehold improvements 8,890 -- ---------- --------- Total cost 1,036,675 150,039 Less: Accumulated depreciation 80,710 4,109 ---------- -------- Property and equipment, net $ 955,965 $ 145,930 ========== =========

Depreciation expense for the periods ended December 31, 2000 and June 30, 2000 was $76,601 and $4,109, respectively. F-11 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 5. INTANGIBLE ASSETS -------------------------------------------------------------------------------- Intangible assets consist of the following at December 31, 2000 (unaudited) and June 30, 2000: 12/31/00 6/30/00 ---------- ---------- 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 61,120 13,472 -------- --------- Intangible assets, net $755,656 $ 347,478 ======== ========= Amortization expense for the periods ended December 31, 2000 and June 30, 2000 was $47,648 and $13,472, respectively. -------------------------------------------------------------------------------- NOTE 6. NOTE PAYABLE -------------------------------------------------------------------------------- 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 December 31, 2000, the balance of the note payable was $102,172, of which $38,144 is classified as current. The remaining long-term portion of $64,028 is scheduled for repayment as follows: $41,722 in 2002 and $22,306 in 2003. During the six months ended December 31, 2000, the Company entered into a line of credit with a financial institution. This agreement provides for a maximum revolving line of credit of $500,000. The amount outstanding under this line of credit was $100,000 at December 31, 2000 with a corresponding interest rate of 7.5%. Total interest expense for the six months ended December 31, 2000 was approximately $8,900. No interest expense was incurred during the initial period ended June 30, 2000. -------------------------------------------------------------------------------- NOTE 7. CAPITAL STOCK -------------------------------------------------------------------------------- Preferred and Common -------------------- The authorized capital stock of the Company consists of 22,000,000 shares of stock, split between 20,000,000 shares of common and 2,000,000 shares of preferred, each at a par value of $0.0001 per share. 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 December 31, 2000, the Board of Directors has not designated any shares of the preferred stock. F-12 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 7. CAPITAL STOCK (continued) -------------------------------------------------------------------------------- Private Placement of Common Stock --------------------------------- From January through June 2000, the Company issued 345,060 shares of common stock at $5 per share pursuant to a private placement memorandum. Expenses associated with the offering totaled $39,676, and have been offset against the proceeds received. From July through December 2000, the Company issued 768,650 shares of common stock at $5 per share pursuant to a private placement memorandum. Expenses associated with the offering totaled $36,659, and have been offset against the proceeds received. In July 2000, the Company amended the terms of its private placement memorandum to provide current and prospective investors who invest an aggregate of $250,000 or more, warrants to purchase shares of the Company's common stock at $2.50 per share, exercisable for a period of three years. From July through December 2000, the Company issued 271,000 warrants. Issuance of Stock for Goods and Services ---------------------------------------- In March 2000, the Company issued 25,000 shares of common stock to acquire an internet domain name, and 25,000 shares to settle a lease obligation. The shares issued were valued at $5 per share. -------------------------------------------------------------------------------- NOTE 8. INCOME TAXES -------------------------------------------------------------------------------- A summary of the provision for income taxes for the periods ended December 31, 2000 and June 30, 2000 is as follows:

12/31/00 6/30/00 ------------ ---------- (Unaudited) Currently payable $ -- $ -- Deferred benefit 486,400 200,100 Less: Valuation allowance (486,400) (200,100) ------------ ---------- Provision for income taxes $ -- $ -- ============ ========== Deferred tax assets (liabilities) at December 31, 2000 and June 30, 2000 are as follows: 12/31/00 6/30/00 ------------ ---------- (Unaudited) Available net operating loss carryovers $ 628,000 $ 133,700 Expenses not currently deductible for taxes 67,100 75,000 Excess tax depreciation (8,600) (8,600) Less: Valuation allowance (686,500) (200,100) ------------ ---------- Net deferred tax assets $ -- $ -- ============ ==========

The Company has used an estimated federal tax rate of 35% and a net effective state tax rate of 4% for all deferred tax computations. The Company has recorded a valuation allowance to reflect the estimated amount of deferred tax assets that may not be realized. The Company has available tax net operating carryovers ("NOLs") as of June 30, 2000 of approximately $342,000. The NOL's will expire beginning in 2020. Certain provisions of the tax law may limit the NOL carryforwards available for use in any given year in the event of a significant change in ownership interest. F-13 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 9. COMMTMENTS AND CONTINGENCIES -------------------------------------------------------------------------------- Lease Obligations - Office and Call Center Facilities ----------------------------------------------------- A call center facility is occupied under an operating lease agreement expiring in March 2004. Future minimum lease payments subsequent to June 30, 2000 are as follows: $84,804 in 2001, $89,047 in 2002, $93,500 in 2003 and $72,722 in 2004. Corporate offices and a call center facility are occupied under an operating lease agreement, commencing November 2000 and expiring in October 2007. Future minimum lease payments subsequent to June 30, 2000 are as follows: $182,183 in 2001, $250,958 in 2002, $200,805 in 2003, $210,897 in 2004 and $614,048 thereafter. Lease Obligations - Equipment ----------------------------- The Company leases certain equipment under operating lease agreements that expire in May 2002. The monthly rental is $14,081. 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. 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 10. NET LOSS PER COMMON SHARE -------------------------------------------------------------------------------- For the period ended December 31, 2000 (unaudited) basic and diluted weighted average common shares include only common shares outstanding as the inclusion of common stock equivalents would be anti-dilutive and, as such, they are not included. However, the common stock equivalents, if converted, would have increased common shares outstanding at December 31, 2000 by approximately 271,000 shares. For the year ended June 30, 2000 basic and diluted weighted average common shares includes only common shares outstanding, as there were no common share equivalents. A reconciliation of the number of common shares shown as outstanding in the financial statements with the number of shares used in the computation of weighted average common shares outstanding is shown below:

12/31/00 6/30/00 -------------- ------------ Common shares outstanding 2,168,710 1,400,060 Effect of weighting 81,142 247,191 ------------- ----------- Weighted average common shares outstanding 2,087,568 1,152,869 ============= ===========

F-14 INTER-CALL-NET TELESERVICES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 (unaudited) AND FOR THE PERIOD JULY 30, 1999 (date of incorporation) THROUGH JUNE 30, 2000 ================================================================================ -------------------------------------------------------------------------------- NOTE 11. SUBSEQUENT EVENTS -------------------------------------------------------------------------------- On December 21, 2000, the Company entered into a Plan of Reorganization and Merger Agreement ("Merger Agreement") with NMC Acquisition Corp, a wholly owned subsidiary of Never Miss A Call, Inc, a Nevada corporation ("NVRM"). Pursuant to the terms of the Merger Agreement, the closing of which occurred on January 26, 2001, NVRM, through the subsidiary, merged with the Company and the issued and outstanding securities of the Company were canceled. NVRM issued 1.25 shares of its common stock for each share of the Company's common stock to the former shareholders of the Company. Outstanding warrants of the Company became warrants to purchase shares of NVRM's common stock on the same conversion basis. The former shareholders of the Company own approximately 79.5% of the issued and outstanding shares of NVRM (excluding shares of stock underlying warrants). Although NVRM is the legal surviving entity, for accounting purposes, the merger between the Company and NVRM is treated as a purchase business acquisition of NVRM by the Company (a reverse merger) and a re-capitalization of the Company. For accounting purposes, the Company is the acquirer because the former stockholders' of the Company 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 NVRM. As a result, the Company will be re-capitalized to reflect the authorized stock of the legal surviving entity. Since the Company is the acquirer, for accounting purposes, NVRM's fiscal year end of December 31st has been changed to the Company's fiscal year end June 30th. F-15 NEVER MISS A CALL, INC. PRO FORMA FINANCIAL STATEMENTS -------------------------------------------------------------------------------- These pro-forma financial statements are for the January 26, 2001 merger of Inter-Call-Net Teleservices, Inc. ("ICN") and an acquisition subsidiary of Never Miss A Call, Inc. ("NVRM"). Although NVRM is the legal surviving entity, for accounting purposes, the merger between ICN and NVRM is treated as a purchase business acquisition of NVRM by ICN (a reverse merger) and a re-capitalization of ICN. Since ICN is the acquirer, for accounting purposes, NVRM's fiscal year end of December 31st has been changed to ICN's June 30th fiscal year end. The following pro forma balance sheet is presented assuming the merger was consummated at the end of the recent interim period, or December 31, 2000. The following pro forma statements of income are presented assuming the merger was closed at the beginning of ICN's most recent fiscal year, or July 30, 1999, for the period July 30, 1999 (date of incorporation) through June 30, 2000, and the beginning of ICN's most recent interim period, July 1, 2000, for the six months ended December 31, 2000. The number of shares used in the calculation of the pro forma per share data have been based on the weighted average number of shares outstanding during the period adjusted to give effect to the shares subsequently issued, cancelled and split assuming the merger was consummated at the beginning of the periods presented. As a result of the merger, NVRM issued 9,488,104 shares of common stock to the existing shareholders of ICN. In connection with the merger, NVRM cancelled 3,500,000 of its existing shares of stock of with an original issue date of May 1999. All share amounts have been affected for the 3.5 for 1 forward split of NVRM shares, which was completed on April 3, 2001. Since the pro forma statements of income are presented using the new fiscal year end of June 30th, the pro forma effect of NVRM has been adjusted to match ICN's most recent fiscal year end. As a result, the NVRM results of operations from April 29, 1999 (date of incorporation for NVRM) through July 29, 1999 (date of incorporation for ICN) have been excluded. Pro forma expenses in this time period were approximately $525. F-16 NEVER MISS A CALL, INC. Pro Forma Balance Sheets

December 31, 2000 Pro Forma Balance ICN NVRM Pro-Forma Sheet Dec 31, 2000 Dec 31, 2000 Combined Adjustment (unaudited) ----------- ----------- ----------- ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 2,210,896 $ 42,866 $ 2,253,762 $ (15,000) $ 2,238,762 Accounts receivable 51,625 -- 51,625 -- 51,625 Prepaid expenses and other assets 251,197 -- 251,197 -- 251,197 ----------- ----------- ----------- ----------- ----------- TOTAL CURRENT ASSETS 2,513,718 42,866 2,556,584 (15,000) 2,541,584 PROPERTY AND EQUIPMENT, net 955,965 -- 955,965 -- 955,965 INTANGIBLE ASSETS, net 755,656 -- 755,656 -- 755,656 SECURITY DEPOSITS 53,120 -- 53,120 -- 53,120 ----------- ----------- ----------- ----------- ----------- TOTAL $ 4,278,459 $ 42,866 $ 4,321,325 $ (15,000) $ 4,306,325 =========== =========== =========== =========== =========== CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 113,349 $ 1,682 $ 115,031 $ -- $ 115,031 Line of credit 100,000 -- 100,000 -- 100,000 Current portion of note payable 38,144 -- 38,144 -- 38,144 ----------- ----------- ----------- ----------- ----------- TOTAL CURRENT LIABILITIES 251,493 1,682 253,175 -- 253,175 ----------- ----------- ----------- ----------- ----------- NOTE PAYABLE, less current portion 64,028 -- 64,028 -- 64,028 ----------- ----------- ----------- ----------- ----------- STOCKHOLDERS' EQUITY: Common stock, $0.001 par value 218 5,950 6,168 5,770 11,938 Additional paid-in capital 5,742,098 69,050 5,811,148 (5,770) 5,805,378 Accumulated deficit (1,779,378) (33,816) (1,813,194) (15,000) (1,828,194) ----------- ----------- ----------- ----------- ----------- STOCKHOLDERS' EQUITY, NET 3,962,938 41,184 4,004,122 (15,000) 3,989,122 ----------- ----------- ----------- ----------- ----------- TOTAL $ 4,278,459 $ 42,866 $ 4,321,325 $ (15,000) $ 4,306,325 =========== =========== =========== =========== =========== ------------------------------------------------------------------------------------------------------------------------------------

F-17 NEVER MISS A CALL, INC. Pro-Forma Statements of Income

Six Months Ended December 31, 2000 Pro Forma Statement of Pro-Forma Income ICN NVRM Combined Adjustment (unaudited) ------------ ------------ ------------ ------------ ------------ REVENUE $ 497,115 $ -- $ 497,115 $ -- $ 497,115 ------------ ------------ ------------ ------------ ------------ EXPENSES Payroll and related costs 754,762 -- 754,762 -- 754,762 Facilities expenses 225,639 -- 225,639 -- 225,639 Professional fees 526,163 -- 526,163 15,000 541,163 Depreciation and amortization 124,249 -- 124,249 -- 124,249 General and administrative 172,594 8,462 181,056 -- 181,056 ------------ ------------ ------------ ------------ ------------ TOTAL EXPENSES 1,803,407 8,462 1,811,869 15,000 1,826,869 ------------ ------------ ------------ ------------ ------------ LOSS FROM OPERATIONS (1,306,292) (8,462) (1,314,754) (15,000) (1,329,754) OTHER (INCOME) EXPENSES: Interest expense 8,910 -- 8,910 -- 8,910 Interest income (58,034) (1,278) (59,312) -- (59,312) ------------ ------------ ------------ ------------ ------------ TOTAL OTHER INCOME (49,124) (1,278) (50,402) -- (50,402) LOSS BEFORE INCOME TAXES (1,257,168) (7,184) (1,264,352) (15,000) (1,279,352) PROVISION FOR INCOME TAXES -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ NET LOSS $ (1,257,168) $ (7,184) $ (1,264,352) $ (15,000) $ (1,279,352) ============ ============ ============ ============ ============ PER SHARE AMOUNTS: Net loss per common share $ (0.602) $ (0.003) $ (0.110) ============ ============ ============ Weighted average number of shares 2,087,568 2,450,000 11,583,110 ============ ============ ============ ------------------------------------------------------------------------------------------------------------------------------------

F-18 NEVER MISS A CALL, INC. Pro-Forma Statements of Income

Initial Period from July 30, 1999 through June 30, 2000 Pro Forma Statement of Pro-Forma Income ICN NVRM Combined Adjustment (unaudited) ----------- ----------- ----------- ----------- ----------- REVENUE $ 268,689 $ -- $ 268,689 $ -- $ 268,689 ----------- ----------- ----------- ----------- ----------- EXPENSES Payroll and related costs 326,870 -- 326,870 -- 326,870 Start up expenses 202,613 -- 202,613 -- 202,613 Facilities expenses 72,181 -- 72,181 -- 72,181 Professional fees 98,291 -- 98,291 15,000 113,291 Depreciation and amortization 17,581 -- 17,581 -- 17,581 General and administrative 92,051 27,321 119,372 -- 119,372 ----------- ----------- ----------- ----------- ----------- TOTAL EXPENSES 809,587 27,321 836,908 15,000 851,908 ----------- ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (540,898) (27,321) (568,219) (15,000) (583,219) OTHER (INCOME) EXPENSES: Interest expense -- -- -- -- -- Interest income (18,688) (1,213) (19,901) -- (19,901) ----------- ----------- ----------- ----------- ----------- TOTAL OTHER INCOME (18,688) (1,213) (19,901) -- (19,901) LOSS BEFORE INCOME TAXES (522,210) (26,108) (548,318) (15,000) (563,318) PROVISION FOR INCOME TAXES -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- NET LOSS $ (522,210) $ (26,108) $ (548,318) $ (15,000) $ (563,318) =========== =========== =========== =========== =========== PER SHARE AMOUNTS: Net loss per common share $ (0.45) $ (0.02) $ (0.09) =========== =========== =========== Weighted average number of shares 1,152,869 1,336,364 6,380,166 =========== =========== ===========

F-19