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SCHEDULE 13D -- INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. --)*
________________________________________________________________________________
(Name of Issuer) GO CALL Inc.
(Title of Class of Securities) . COMMON STOCK
(CUSIP Number) ..380163 10 5.
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications).
IRVING MOON, 48 STEELE VALLEY ROAD, THORNHILL, ONTARIO, CANADA L3 T 1M4,
905-881-5580....................................................................
(Date of Event Which Requires Filing of This Statement) DECEMBER 29, 1999
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 380163 10 5 13D
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
IRVING I. MOON
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
OO
________________________________________________________________________________
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
CANADIAN
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 820,000 (1)
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 820,000 (1)
WITH _________________________________________________________________
10. Shared Dispositive Power
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,820,000 (2)
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
7% (3)
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
________________________________________________________________________________
(1) As of the date of filing this statement (the "statement"), Irving I.
Moon (Mr. Moon) has sole dispositive and voting power with respect to
820,000 shares of common stock, par value $.0001 per share (the "Common
Stock") (including an option to purchase 200,000 shares of Common Stock
held by Mr. Moon).
2) The 1,820,000 shares are owned by the following individuals and
entities in the following amounts: Irving Moon (620,000 shares plus
option to purchase 200,000), Whaja Moon (300,000 shares), Paul Moon
(300,000 shares), Helen Moon (200,000 shares), and Peter Moon
(200,000).
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This Statement assumes that all shares referenced in the preceding
paragraph are beneficially owned by Mr. Moon due to his family
relationship and therefore the possibility that Mr. Moon is part of a
"group" for the purposes of Section 13(d) (3) of the Act Rule 13d-5 (1)
thereunder. However, it is important to note, as referenced in Items 7
through 11, Mr. Moon has voting and dispositive power over a limited
number of shares. The filing of this statement shall not be construed
as an admission that Mr. Moon is, for the purposes of Section 13(d), or
13(g) of the Act, the beneficial owner of any securities covered by the
Statement. The filing of this Statement shall not be construed as an
admission that Mr. Moon is part of any "group" for the purposes of
section 13 (d) (3) of the Act and Rule 13 d-5 (b) (1) thereunder.
Moreover, Mr. Moon specifically disclaims that he is part of any such
group. This disclaimer is based on the fact that there is neither an
agreement, either orally or in writing, among the Moon individuals that
Mr. Moon is associated with, nor is there a common plan or goal among
such individuals that would give rise to such a group.
(3) Based upon the 25,865,003 shares of Common Stock as reported in the
Issuer's Quarterly report on Form 10-Q for the quarter ending March 31,
2000 plus 200,000 shares of Common Stock underlying stock options
This Statement (the "Statement) relates to the common stock, par value
$.0001 per share (the "Common Stock) of Go Call Inc. a Delaware
Corporation (the "Issuer"). This Statement constitutes an initial
filing of Schedule 13D for Irving I. Moon ("Mr. Moon").
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ITEM 1. SECURITY AND ISSUE
The statement relates to the Issuer's Common Stock. The address of the Issuer's
executive offices is
Go Call Inc,
Oficento Ejecutive La Sabana
Torre 6, Piso 2
San Jose, Costa Rica, S.A.
ITEM 2. IDENTITY AND BACKGROUND
a. The name of the person filing the Statement is Irving I. Moon
b. Mr. Moon's primary occupation is serving as Director of the
Issuer and Chief Executive Officer of Global Indexus Inc., a
partially owned affiliated company of the Issuer.
c. Mr. Moon's business address is 2351 Kingston Road,
Scarborough, Ontario, M1N 1V1
d. During the last 5 years, Mr. Moon has not been convicted in
any criminal proceeding and has no criminal records
e. During the last 5 years Mr. Moon has not been the subject of
any legal proceeding and has no civil judgements against him.
f. Mr. Moon is citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 29, 1999 Mr. Moon was awarded 1,620,000 shares of Common Stock
directly from treasury in consideration of all professional services rendered to
the corporation as Director.
On December 31, 1999 Mr. Moon was awarded an option to purchase 200,000 shares
of Common Stock at an exercise price of $0.32 in exchange for all professional
services rendered to the corporation. The option vests immediately and expires
on December 20, 2004.
ITEM 4. PURPOSE OF TRANSACTION
The securities being issued to Mr. Moon as documented above in item 3 are being
held for investment purposes.
Mr. Moon currently has no plans or proposals which relate to, or would result
in: (a) an acquisition by any persons of additional securities of the Issuer or
disposition of the securities of the Issuer; (b) an extraordinary transaction
such as a merger, reorganization or liquidation, involving the Issuer or any
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; d) any change in the present board of
Directors (the "Board") or management of the Issuer; (e) any material change in
the present capitalization or dividend policy of the Issuer; any other material
changes in the Issuer's business or corporate structure; (f) any changes in the
Issuer's charter or bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system or registered national securities association; (i) a class of
equity securities or the Issuer becoming eligible for termination of
registration pursuant to the Act; (j) any action similar to those enumerated
above.
Mr. Moon in his capacity as a Director of the Issuer is constantly assessing
enhancements to the Issuer's business and has influence over the corporate
activities of the Issuer, including as may relate to transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Moon reserves the
right to formulate purposes, plans or proposals regarding the Issuer or its
securities to the extent he deems advisable in light of his position as a
Director of the Issuer.
Mr. Moon reserves the right to acquire or sell securities of the Issuer to the
extent he deems advisable in light of market conditions and other factors.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of filing this Statement, Mr. Moon is the
beneficial owner of 1,820,000 shares of Common Stock,
(including options to purchase 200,000 shares of Issuers
Common Stock ) which constitute 7% of the issued and
outstanding shares of the Issuers Common Stock (based on
25,865,000 shares of Common Stock as reported in the Issuer's
quarterly report on Form 10-Q for the quarter ending March 31,
2000 plus 200,000 shares of Common Stock underlying stock
options).
(b) As of the date of the filing of this Statement, Mr. Moon has
sole dispositive and voting power with respect to 820,000
shares of Common Stock (which includes option to purchase
200,000 shares of Issuers Common Stock). The following sets
forth information with regards to the 1,000,000 shares over
which Mr. Moon does not have dispositive or voting powers but
is claiming beneficial ownership.
(i)
1. Mrs. Whaja Moon is Mr. Moon's wife and is one of the
individuals with whom Mr. Moon shares beneficial
ownership but does not control dispositive or voting
powers over the 300,000 shares of the Issuers Common
Stock.
2. Mrs. Moon's principal occupation is home maker and
resides at 48 Steele Valley Road, Thornhill, Ontario,
Canada L3T 1M4,
3. During the past 5 years Mrs. Moon has not been
convicted in any criminal proceedings.
4. During the past 5 years Mrs. Moon has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as
result of which she was or is subject to judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
5. Mrs. Whaja Moon is a citizen of Canada.
(ii)
1 Mr.Paul Moon is Mr. Moon's son and is one of the
individuals with whom Mr. Moon shares beneficial
ownership but does not control dispositive or voting
powers over the 300,000 shares of the Issuers Common
Stock.
2 Mr. Paul Moon's principal occupation is a Customs
Broker with Kruger Nagle International. His business
address is 535 Thurlow Street, Suite 700, Vancouver,
British Columbia, Canada V6E 3L2.
3 During the past 5 years Mr. Paul Moon has not been
convicted in any criminal proceedings.
4 During the past 5 years Mr. Paul Moon has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as
result of which she was or is subject to judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
5 Mr. Paul Moon is a citizen of Canada.
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(iii)
1 Ms. Helen Moon is Mr. Moon's daughter and is one of
the individuals with whom Mr. Moon shares beneficial
ownership but does not control dispositive or voting
powers over the 200,000 shares of the Issuers Common
Stock.
2 Ms. Helen Moon's is not presently employed and
resides at 48 Steele Valley Road, Thornhill, Ontario,
Canada L3T 1M4,
3 During the past 5 years Ms. Helen Moon has not been
convicted in any criminal proceedings.
4 During the past 5 years Ms. Helen Moon has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as
result of which she was or is subject to judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
5 Ms. Helen Moon is a citizen of Canada.
(iv)
1 Mr. Peter Moon is Mr. Moon's son and is one of the
individuals with whom Mr. Moon shares beneficial
ownership but does not control dispositive or voting
powers over the 200,000 shares of the Issuers Common
Stock.
2 Mr. Peter Moon's principal occupation is a Cost
Analyst with Lucent Technologies. His business
address 1380 Rodick Road, Markham, Ontario, Canada
L3R 4G5,
3 During the past 5 years Mr. Peter Moon has not been
convicted in any criminal proceedings.
4 During the past 5 years Mr. Peter Moon has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as
result of which she was or is subject to judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
5 Mr. Peter Moon is a citizen of Canada.
(c) Mr. Moon has not effected any transactions in the securities
of the Issuer in the last sixty (60) days.
(d) The 1,820,000 shares referenced in item 5 (a) are owned by the
following individuals and entities in the following amounts:
Irving Moon (620,000 shares plus option to purchase 200,000),
Whaja Moon (300,000 shares), Paul Moon (300,000 shares), Helen
Moon (200,000 shares), and Peter Moon (200,000).
This Statement assumes that all shares referenced in the
preceding paragraph are beneficially owned by Mr. Moon due to
his family relationship and therefore the possibility that Mr.
Moon is part of a "group" for the purposes of Section 13(d)
(3) of the Act Rule 13d-5 (1) thereunder. However, it is
important to note, as referenced in Items 7 through 11, Mr.
Moon has voting and dispositive power over a limited number of
shares. The filing of this statement shall not be construed as
an admission that Mr. Moon is, for the purposes of Section
13(d), or 13(g) of the Act, the beneficial owner of any
securities covered by the Statement. The filing of this
Statement shall not be construed as an admission that Mr. Moon
is part of any "group" for the purposes of section 13 (d) (3)
of the Act and Rule 13 d-5 (b) (1) thereunder. Moreover, Mr.
Moon specifically disclaims that he is part of any such group.
This disclaimer is based, in part, on the fact that there is
neither an agreement, either orally or in writing, among the
Moon individuals that Mr. Moon is associated with, nor is
there a common plan or goal among such individuals that would
give rise to such a group.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In connection with Mr. Moon's professional services rendered to the Issuer, he
was granted an option to purchase 200,000 shares of Common Stock. The option
exercise prices is $0.32 per share. The option vested as of December 20, 1999
and expires December 20, 2004.
Mr. Moon does not currently have proxies for the 1,000,000 shares that he
beneficially owns.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
................................................................................
Date: June 15, 2000
................................................................................
Signature /S/ IRVING I. MOON
................................................................................
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person) , evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
