<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ALTREX INCORPORATED
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------
<PAGE>
ALTREX, INC.
c/o Christopher George
157 South Howard, Suite 600
Spokane, WA 99201
December 1, 2000
To: Stockholders of Altrex, Inc.
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of Altrex, Inc., a Nevada corporation ("Altrex"), to be held at the offices
of Altrex, at 157 South Howard, Suite 600, Spokane, WA 99201 on Tuesday,
December 19, 2000, at 1:30 p.m., Pacific Time.
At this Special Meeting, you will be asked to consider and vote upon
the approval of the following items:
1. For stockholders of Altrex to consider and vote upon a proposal to
approve the Acquisition and Acquisition Agreement and Plan of Reorganization,
dated November 22, 2000 (the "Acquisition Agreement") by and among Altrex, on
the one hand, and The Internet CallCentre PTE, Ltd., a Singapore corporation
("ICALL"), and the shareholders of ICALL, on the other hand (the "Acquisition
Agreement"), whereby ICALL will be acquired by Altrex (the "Acquisition"),
with Altrex as the parent corporation (the "Parent Entity") and ICALL being a
100% owned subsidiary of Altrex, on the terms and conditions set forth in the
Acquisition Agreement, a copy of which is attached to the Proxy Statement as
Exhibit A. The Acquisition Agreement calls for the issuance of 6,500,000
shares of Altrex common stock, par value $0.001 per share, in exchange for
all the issued and outstanding common stock, $1.00 par value, of ICALL;
2. For stockholders of Altrex to consider and vote upon a proposal to
approve the change in the name ("Name Change") of Altrex Incorporated to "The
Internet CallCentre, Inc." The proposed name change for Altrex will provide
association of the post-Acquisition company with ICALL's business name;
3. For stockholders to consider and vote upon a proposal to elect
Terence Seah Kim Seng, Ranjeet Sundher, and Daniel Regidor as the directors
of the Parent Entity; (The new Directors will vote upon and approve the new
Officers of the Parent Entity subsequent to the Acquisition.)
4. For stockholders to consider and vote upon a proposal to require a
100% affirmative vote of the shareholders prior to any "roll-back" in the
number of issued and outstanding shares as of the date of the close of the
acquisition;
5. For stockholders to consider and vote upon a proposal that there
will be no SEC registration for sale of the shares issued to the ICALL
shareholders in connection with the Acquisition for a period of one-year from
the date of the Acquisition; and
6. To transact such other business as may properly come before the
Special Meeting of Stockholders of Altrex or any adjournment thereof.
Altrex is a publicly-listed company, listed on the NASDAQ Over-The-
Counter Bulletin Board (the "OTC-BB") under the symbol "ALXI."
ICALL has developed and is executing a business strategy in which it
provides "call center" services, designed for the internet, for outsourced
customer service functions on behalf of website owners.
The Board of Directors of Altrex has carefully reviewed and considered
the terms and conditions of the proposed Acquisition and the Acquisition
Agreement. A copy of the Acquisition Agreement is attached hereto as Exhibit
A. The Board of Directors of Altrex has unanimously approved the Acquisition
and the Acquisition Agreement and recommends that the stockholders of Altrex
vote FOR approval of the Acquisition, the name change, the election of
Terence Seah Kim Seng, Ranjeet Sundher, and Daniel Regidor as Directors, the
restriction on the "roll-back" of the number of issued and outstanding
shares, and the one year restriction on the registration with the SEC for the
sale of the shares issued to the ICALL shareholders in connection with the
Acquisition.
While the Board of Directors of Altrex is confident that the Parent
Entity can effectively oversee the assets of both companies and further
develop the ICALL business strategy, there can be no assurance that the
combined entities will in fact be able to do so. Therefore, Altrex
shareholders are urged to read the enclosed Proxy Statement and the
Acquisition Agreement, attached as Exhibit A, and to carefully consider the
description of the prospective business, including the information under
"Risks of ICALL's Business" in the Proxy Statement.
Enclosed is a Notice of Special Meeting, a Proxy Statement, and a Proxy
Card. Please give this information your careful attention. They provide a
detailed description of the proposed transactions. Approval by a majority of
the shares of Altrex Common Stock entitled to vote at the Special Meeting is
required for approval of the Merger. Your vote is important, no matter how
large or how small your holdings.
In view of the importance of the action to be taken, we urge you to
complete, sign, and date the enclosed proxy card and to return it promptly in
the enclosed envelope, whether or not you plan to attend the Special Meeting.
Sending in your proxy now will not interfere with your right to attend
the Special Meeting or to vote your shares personally at the Special Meeting
if you wish to do so.
Sincerely,
Christopher George, President
<PAGE>
ALTREX, INC.
c/o Christopher George
157 South Howard, Suite 600
Spokane, WA 99201
----------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
ALTREX, INC.
TO BE HELD ON DECEMBER 19, 2000
----------------------------------
December 1, 2000
To the Stockholders of Altrex, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Altrex, Inc., a Nevada corporation ("Altrex") will be held at the offices of
Altrex, at 157 South Howard, Suite 600, Spokane, WA, on Tuesday, December 19,
2000, at 1:30 p.m. Pacific Time, for the following purposes:
1. For stockholders of Altrex to consider and vote upon a proposal to
approve the Acquisition and Acquisition Agreement and Plan of Reorganization,
dated November 22, 2000 (the "Acquisition Agreement") by and among Altrex, on
the one hand, and Internet CallCenter PTE, Ltd., a Singapore corporation
("ICALL"), and the shareholders of ICALL, on the other hand (the "Acquisition
Agreement"), whereby ICALL will be acquired by Altrex (the "Acquisition"),
with Altrex as the parent corporation (the "Parent Entity") and ICALL being a
100% owned subsidiary of Altrex, on the terms and conditions set forth in the
Acquisition Agreement, a copy of which is attached to the Proxy Statement as
Exhibit A. The Acquisition Agreement calls for the issuance of 6,500,000
shares of Altrex common stock, par value $0.001 per share, in exchange for
all the issued and outstanding common stock, $1.00 par value, of ICALL;
2. For stockholders of Altrex to consider and vote upon a proposal to
approve the change in the name ("Name Change") of Altrex Incorporated to "The
Internet CallCentre, Inc." The proposed name change for Altrex will provide
association of the post-Acquisition company with ICALL's business name;
3. For stockholders to consider and vote upon a proposal to elect
Terence Seah Kim Seng, Ranjeet Sundher, and Daniel Regidor as the directors
of the Parent Entity. (The new Directors will vote upon and approve the new
Officers of the Parent Entity subsequent to the Acquisition.)
4. For stockholders to consider and vote upon a proposal to require a
100% affirmative vote of the shareholders prior to any "roll-back" in the
number of issued and outstanding shares as of the date of the close of the
acquisition.
5. For stockholders to consider and vote upon a proposal that there
will be no SEC registration for sale of the shares issued to the ICALL
shareholders in connection with the Acquisition for a period of one-year from
the date of the Acquisition;
6. To transact such other business as may properly come before the
Special Meeting of Stockholders of Altrex or any adjournment thereof.
Only stockholders of record at the close of business on November 30,
2000 are entitled to receive notice of and to vote at the Special Meeting or
any adjournments thereof. Approval of the Acquisition, the Acquisition
Agreement, and the transactions contemplated thereby, the Name Change, the
election of the proposed directors, the restriction on the roll-back of the
number of issued and outstanding shares, and the one year restriction on the
registration with the SEC for the sale of shares issued to the ICALL
shareholders in connection with the Acquisition requires the affirmative vote
of the holders of a majority of the shares of Altrex Common Stock entitled to
vote at the Special Meeting of Stockholders of Altrex.
Dissenters' Rights for plan of Exchange. Stockholders may be entitled
to assert certain Dissenters' Rights under Nevada Corporate Code, Chapter 92
(a), sections 300-500. Please see Exhibit B, which sets forth the Nevada
Corporate Code (Chapter 92(a), sections 300-500 applicable for Appraisal
Rights.
THE BOARD OF DIRECTORS OF ALTREX RECOMMENDS THAT YOU VOTE FOR APPROVAL
OF THE MERGER, THE MERGER AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED
THEREBY, THE NAME CHANGE, THE PROPOSED DIRECTORS, AND THE RESTRICTIONS ON THE
ROLL-BACK OF SHARES AND SEC FILINGS FOR THE SALE OF SHARES ISSUED TO THE
ICALL SHAREHOLDERS IN CONNECTION WITH THE ACQUISITION.
By Order of the Board of Directors of Altrex, Inc.,
-----------------------
Christopher George
President of Altrex
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON. IF YOU DO
ATTEND THE SPECIAL MEETING, YOU MAY THEN WITHDRAW YOUR PROXY IF YOU WISH.
THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
<PAGE>
ALTREX, INC.
c/o Christopher George
157 South Howard, Suite 600
Spokane, WA 99201
PROXY STATEMENT
For the Special Meeting of Stockholders of Altrex, Inc.
to be Held on December 19, 2000
This Proxy Statement is being furnished to the stockholders of Altrex,
Inc., a Nevada corporation ("Altrex"), in connection with the solicitation of
proxies by the Board of Directors of Altrex from holders of outstanding
shares of common stock of Altrex ("Altrex Common Stock") for use at the
Special Meeting of Altrex Stockholders.
The purpose of the Altrex Special Meeting is to consider and vote upon
the following:
1. For stockholders of Altrex to consider and vote upon a proposal to
approve the Acquisition and Acquisition Agreement and Plan of Reorganization,
dated November 22, 2000 (the "Acquisition Agreement") by and among Altrex, on
the one hand, and The Internet CallCenter PTE, Ltd., a Singapore corporation
("ICALL"), and the shareholders of ICALL, on the other hand (the "Acquisition
Agreement"), whereby ICALL will be acquired by Altrex (the "Acquisition"),
with Altrex as the parent corporation (the "Parent Entity") and ICALL being a
100% owned subsidiary of Altrex, on the terms and conditions set forth in the
Acquisition Agreement, a copy of which is attached to the Proxy Statement as
Exhibit A. The Acquisition Agreement calls for the issuance of 6,500,000
shares of Altrex common stock, par value $0.001 per share, in exchange for
all the issued and outstanding common stock, $1.00 par value, of ICALL.
2. For stockholders of Altrex to consider and vote upon a proposal to
approve the change in the name ("Name Change") of Altrex Incorporated to "The
Internet CallCentre, Inc." The proposed name change for Altrex will provide
association of the post-Acquisition company with ICALL's business name.
3. For stockholders to consider and vote upon a proposal to elect
Terence Seah Kim Seng, Ranjeet Sundher, and Daniel Regidor as the directors
of the Parent Entity. (The new Directors will vote upon and approve the new
Officers of the Parent Entity subsequent to the Acquisition.)
4. For stockholders to consider and vote upon a proposal to require a
100% affirmative vote of the shareholders prior to any "roll-back" in the
number of issued and outstanding shares as of the date of the close of the
acquisition.
5. For stockholders to consider and vote upon a proposal that there
will be no SEC registration for sale of the shares issued to the ICALL
shareholders in connection with the Acquisition for a period of one-year from
the date of the Acquisition.
6. To transact such other business as may properly come before the
Special Meeting of Stockholders of Altrex or any adjournment thereof.
All information contained in this Proxy Statement pertaining to Altrex
has been supplied by Altrex. All information contained in this Proxy
Statement pertaining to Internet CallCenter PTE, Ltd. ("ICALL") has been
supplied by ICALL. No person is authorized to give any information or to
make any representations other than those contained herein and, if given or
made, such information or representations must not be relied upon as having
been authorized. The delivery of this document shall under no circumstances
create an implication that there has been no change in the affairs of Altrex
or ICALL since the date hereof or that the information herein is correct as
of any time subsequent to its date.
This Proxy Statement, the accompanying Notice of Meeting, and the other
documents enclosed herewith are dated December 1, 2000 and are being first
mailed to the stockholders of Altrex on or about December 1, 2000.
THE ACQUISITION AGREEMENTS, THE PLAN OF EXCHANGE, AND THE SPECIAL MEETING
The following is a brief summary of certain information contained
elsewhere in this Proxy Statement, and additional information concerning the
Special Meeting. It is not a complete description of all material information
regarding Altrex or ICALL and the matters to be considered at the Special
Meeting, and is qualified in all respects by the information appearing
elsewhere in this Proxy Statement and the Exhibits hereto. A copy of the
Acquisition Agreement is set forth as Exhibit A to this Proxy Statement and
reference is made thereto for a complete description of the terms of such
document.
The Special Meeting
The Special Meeting will be held at 1:30 p.m., local time, on December
19, 2000, at the office of Altrex, at 157 South Howard, Suite, 600, Spokane,
WA 99201. The purpose of the Special Meeting of Stockholders of Altrex is to
consider and vote upon approval of the Acquisition, the Acquisition
Agreement, and the transactions contemplated thereby, the Name Change, and
the election of the proposed officers and directors. The Board of Directors
of Altrex has fixed the close of business on November 30, 2000, as the record
date for determining stockholders entitled to vote at the Special Meeting
(the "Record Date"). As of such date, there were 25,000,000 shares of common
stock, par value $0.001, of Altrex issued and outstanding and therefore
entitled to be voted at the Special Meeting, and there were approximately 45
stockholders, of record or through registered clearing agents.
The presence, in person or by proxy, of holders of 60% of the issued and
outstanding shares of Altrex Common Stock entitled to vote at the Special
Meeting is necessary to constitute a quorum at such Special Meeting.
The enclosed proxy is solicited on behalf of the Board of Directors of
Altrex for use in connection with the Special Meeting and any adjournment or
adjournments thereof. Holders of Altrex Common Stock are requested to
complete, date, and sign the accompanying proxy and return it promptly to
Altrex in the enclosed envelope. Failure to return a properly executed proxy
or to vote at the Special Meeting will have the same effect as a vote against
approval of the Acquisition, the Acquisition Agreement, and the transactions
contemplated thereby, the Name Change, the nominees for directors, the
limitations on the "roll-back" of the issued shares and the registration with
SEC for the sale of the shares issued in connection with the Acquisition, and
any other proposal to be considered at the Special Meeting.
A stockholder who has executed and delivered a proxy may revoke it at
any time before it is voted by giving a later written proxy or by giving
written revocation to Christopher George, President and director of Altrex,
provided such later proxy or revocation is actually received by the company
before the vote of the stockholders, or by voting in person at the Special
Meeting. Any stockholder attending the Special Meeting may vote in person
whether or not a proxy has been previously filed. The shares represented by
all properly executed proxies received in time for the Special Meeting,
unless revoked, will be voted in accordance with the instructions therein.
If instructions are not given, properly executed proxies received will be
voted FOR approval of the applicable agreements and any other proposal to be
considered at the applicable Special Meeting.
Altrex's management is not aware of any business to be acted upon at the
Special Meeting other than approval of the proposal to approve the
Acquisition, the Acquisition Agreement and the transactions contemplated
thereby, the Name Change, the election of the proposed directors and
officers, and the limitations on the "roll-back" of the issued shares and the
registration with SEC for the sale of additional shares. If other matters
are properly brought before the Special Meeting, or any adjournment thereof,
the enclosed proxy, if properly signed, dated and returned, will be voted in
accordance with the recommendation of the Board of Altrex, or, if there is no
such recommendation, in the discretion of the individuals named as proxies
therein.
Background of and Reasons for the Acquisition and Name Change; Recommendation
of Board of Directors.
Altrex, Inc. was incorporated in Nevada on October 20, 1998. Altrex was
formed in order to seek and to exploit a strategic business plan (the "Plan")
within the Internet industry. This Plan, in summary, focused on acquiring and
consolidating smaller Internet Service Providers ("ISP's") into one larger
ISP that could then utilize the benefits and greater efficiencies provided by
a multitudinous subscriber base and expanded revenue source. Further, as a
larger ISP, management felt the Company would be able to cost effectively add
and/or enhance available services and technology to its subscribers, thereby
effectively retaining those accounts, and have the capacity to aggressively
advertise for additional subscribers.
During 1999, the Company raised initial capital totaling $7,500 in a
public offering pursuant to an exemption provided by Rule 504 of Regulation
D, promulgated under the Securities Act of 1933, as amended, to pay the
Company's filing and registration fees and other start-up related expenses.
Since inception, management has concentrated on furthering the
development of its business plan of acquiring and consolidating smaller
Internet Service Providers (ISP's) into one large ISP based on the following
factors:
1) With as little as $10,000 for the entry-level equipment, decent
bandwidth, and connection to the local phone line system, a basic
understanding of computers, and an advertisement in the local yellow pages it
is easy to set up an independent ISP business. As a result, the industry
supported numerous smaller scale "local" ISP's.
2) There were critical business "thresholds" or levels that the smaller
ISP's are susceptible to, and most found it difficult to successfully
overcome. These barriers are typically due to a lack of revenue, which is
directly associated with the subscriber base of the ISP. Thresholds include
such things as older equipment performance/limitations, advertising budgets,
capital limitations, industry/technical knowledge, bandwidth restrictions,
and the level of services that could be effectively provided to subscribers.
3) By offering the owners of these smaller ISP's the opportunity to recoup
some, if not all, of their investment in their business, they would
effectively have a reasonable means to exit the industry, and may potentially
profit from it. In return, the Company would be able to gain and consolidate
existing subscribers in a much quicker and more cost effective manner than by
developing its own ISP business from the ground up.
Since raising its initial capital, the Company has initiated many
discussions with local and area ISP's, but to date, has made no firm
commitments or agreements to purchase or consolidate any of the potential ISP
businesses. Management has found that most of the potential businesses are
unwilling to commit to firm negotiations until such a time the Company has
sufficient funding and/or has a more tangible means to compensate the ISP(s)
in consideration. Management had estimated total proceeds of $400,000 to
$500,000 would be required to initiate the actual acquisition phase of the
Company's business plan. This estimate range was based on the then current
market value analysis of smaller ISP's that have recently sold or been given
offers for a buyout, as well as management's preliminary discussions with
local ISP businesses.
To date, management has been unsuccessful in raising the capital to fund
the acquisition of ISP's. It has found that the ISP industry has become very
competitive with respect to pricing structure, subscriber retention, and
required technology, even to the point where in many cases the ISP's are
offering free unlimited Internet usage to its subscribers. Therefore, most
subscription prices have fallen and in some cases do not even exist for
Internet usage, and at the same time the overall costs of new equipment and
basic infrastructure needs required for maintaining competitiveness within
the industry have actually increased. These factors have created an extremely
competitive and ever-changing environment over the past couple of years
within the ISP industry, where a large subscriber base does not necessarily
equate into a positive revenue stream. In addition, the ISP must have the
capital means to stay current with technology that continually add value-
added services to the subscribers in order to maintain customer loyalty.
There are numerous well-established competitors, specifically on a national
basis, possessing substantially greater financial, marketing, and other
resources than the Company. This competitive environment along with the fact
the Company does not have an operating history seems to be the most dominant
reasons that the Company has been unable to gain the momentum, find the right
ISP candidates for acquisition/consolidation, and raise the capital it
required to move forward with its original business plan.
Altrex effectively became a "Reporting Company" as defined by the U.S.
Securities and Exchange Commission (the "SEC") in December of 1999, and was
subsequently cleared for listing on the NASDAQ Over-The-Counter Electronic
Bulletin Board ("OTC-BB") in the 2nd quarter of 2000.
During November of 2000, the management of ICALL contacted Altrex
regarding a proposed Acquisition or merger. ICALL had developed a business
strategy in which it provides "call center" services, designed for the
internet, for outsourced customer service functions on behalf of website
owners. They have been focusing exclusively on, and will continue their focus
on, overseas customers and markets, and had obtained financing commitments
contingent of ICALL merging with a publicly traded entity to provide a public
valuation for the company and increased exposure.
In the Altrex Board's view, the proposed Acquisition with ICALL would
allow Altrex to divest itself from its original, and as yet unsuccessful,
business development plan of consolidating small local Internet Service
Providers, and to acquire another operating business that has begun
operations and acquired funding commitments for the continued development and
furtherance of its business model. This planned Acquisition, if successful,
is meant to provide Altrex's stockholders with the potential for, although
not the assurance of, an increase in the value of their shares at some time
in the future without additional investment on their part.
The Acquisition. Altrex proposes to enter into an Acquisition Agreement
with ICALL. The Acquisition Agreement provides that ICALL will be acquired by
Altrex (the "Parent Entity") and ICALL will be its 100% owned subsidiary. As
consideration therefore, all of the issued and outstanding shares of the
ICALL capital stock will be converted into an aggregate of 6,500,000 shares
of the capital stock, $0.001 par value, of Altrex. Altrex, as the Parent
Entity, will subsequently change its name to Internet CallCenter Inc. to more
closely identify itself with its subsidiary. Immediately prior to the
Closing of the Acquisition, Altrex will have 25,000,000 common shares issued
and outstanding. Upon the Closing of the Acquisition Agreement and
concurrent with the authorization of the 6,500,000 shares of the common
stock, $0.001 par value, of Altrex to be issued to the shareholders of ICALL,
the cancellation of 19,988,000 shares of the common stock of Altrex currently
held by the Altrex officers and directors, there shall be a total of
11,512,000 shares of common issued and outstanding in the post-acquisition
Parent Entity.
The following table shows the number of issued and outstanding shares of
common stock, $0.001 par value, of Altrex Pre-Proposed Acquisition and Post-
Proposed Acquisition.
# Shares Held # Shares Held
Shareholder Pre-Acquisition Post-Acquisition
--------------- ----------------
Current Altrex Shareholders (1) 5,000,000 5,000,000
ICALL Affiliates (2) (3) -0- 3,339,840
Other ICALL Shareholders (3) -0- 3,160,160
Christopher George (4) 15,000,000 9,000
Monte George (4) 5,000,000 3,000
--------------- ----------------
TOTAL 25,000,000 11,512,000
(1) Current Shareholders of Altrex - Approximately 40 individuals.
(2) Current Officers and/or Directors of ICALL.
(3) Current Shareholder of ICALL.
(4) Current Officer and Director of Altrex.
Additional terms and conditions of the Acquisition are set forth below
and in the Acquisition Agreement, which is attached as Exhibit A.
Shareholders of Altrex are urged to review these items carefully.
There are certain conditions to the closing of the Acquisition before
the Acquisition will be consummated, including the completion of due
diligence to each party's satisfaction and the affirmative vote of the
shareholders of both companies, and the transaction is not free from risk.
There can be no assurances that the Acquisition will be approved, or, if it
is approved that the Acquisition will be closed.
If the Acquisition and Name Change are approved, Altrex will amend its
articles of incorporation to change its name to The Internet CallCenter Inc.,
and remain a Nevada corporation. If the Acquisition is not approved, or if
the Acquisition is not closed for whatever reason, Altrex may continue to
look for other operating businesses to acquire and/or merge with.
Vote Required. Approval of the Acquisition, the Acquisition Agreement
and the transactions contemplated thereby, the Name Change, the election of
the proposed directors, the restriction on the roll-back of the number of
issued and outstanding shares, and the one year restriction on the
registration with the SEC for the sale of shares issued to the ICALL
shareholders in connection with the Acquisition will require the affirmative
vote of a majority of the holders of the outstanding shares of Altrex Common
Stock. The directors and officers of Altrex beneficially owned as of the
Record Date and are entitled to vote 20,000,000 of the total 25,000,000
issued and outstanding shares of Altrex Common Stock at the Special Meeting.
Thus, the directors' and officers' shares represent 80% of the outstanding
shares entitled to vote. A failure to return the enclosed proxy or a vote to
abstain will have the same effect as a vote against approval of the Plan of
Exchange.
The consummation of the Acquisition also requires the approval of the
Board of Directors and a majority of the issued and outstanding shares of
ICALL. As of the date of this Proxy Statement, the ICALL Board and
Shareholders have not yet approved the Acquisition, the Acquisition
Agreement, and the transactions contemplated thereby.
Dissenters' Rights for Plan of Exchange. Stockholders may be entitled to
assert certain Dissenters' Rights under Nevada Corporate Code, Chapter 92
(a), sections 300-500. Please see Attachment B, which sets forth the Nevada
Corporate Code (Chapter 92(a), sections 300-500 applicable to Appraisal
Rights.
Expenses and Fees. The Acquisition Agreement provides that the Parent
Entity will bear and pay all costs and expenses incurred by the parties in
connection with the transactions contemplated by the Acquisition and the
Acquisition Agreement, including fees and expenses of their respective
accountants and counsel, mailing fees, and transfer agent and related fees.
It is expected that the total of such expenses and fees will be approximately
$20,000.
The Proposed Directors. The backgrounds of the proposed directors are as
follows:
Terence Seah Kim Seng, Director
-------------------------------
Terence Seah is a newspaper and technology veteran executive with 25 years of
experience in the newspaper and call center industries, from newspaper
operations to computer management, advertising, marketing, and circulation.
In short, Terence has spent 15 years at the Singapore Press Holdings and 10
years with the Bangkok Post and other Thai media.
Prior to setting up The Internet CallCentre, Mr. Seah served as Managing
Director of a joint venture online business involving new project works on
the internet, fax, and telephone multimedia in the new economy.
From 1996 to 1997, he served as Business Development Manager of Marketing
Solutions (HK), a subsidiary of New Media (HK) Ltd, specializing in
international and domestic premium rate services for the Taiwan, Hong Kong,
Singapore, Thailand, and India markets. Concurrent with that, he managed two
audiotext companies in Singapore.
Prior to that, Mr. Seah served as Vice-Chairman of Thai Press & Print, a Thai
newspaper printing and publishing company. From 1990 to 1996, Mr. Seah served
as Technical Director of the Bangkok Post, Thailand's leading English
newspaper, with a key role in the development of IT, multimedia, and new
media.
From 1976 to 1990, he held various management and technical positions in the
Singapore Press Holdings group of newspapers. He was responsible for the
management and operations of the group's newspaper and production facilities.
Ranjeet Sundher, Director
-------------------------
Ranjeet Sundher has been Regional Managing Director of PT Bhineka Handal
(Indonesia) and President of Indogold Exploration Services for the past five
years, overseeing and coordinating foreign investment in the South East Asian
region. As a director of a Canadian listed public company, Mr. Sundher
acquired more than 15 years experience within the North American capital
markets covering a wide range of positions. These include direct securities
trading, investor relations, and profile building with public companies, and
capital markets management with both of Canada's largest brokerage firms in
Vancouver.
Daniel Regidor, Director
------------------------
Daniel Regidor received his Bachelor of Science in Finance from Ohio State
University in 1986, and has since been on a career path with a focus on
finance, investment management and analysis, and involvement with internet-
related start-up endeavors. He was an analyst with Van Kampen American Foods
and Round Table Franchise Corporation. From there, Daniel was a Fixed Income
Analyst/Trader with Montgomery Asset Management, and then moved on to become
a Fixed Income Portfolio Manager with First Interstate Capital Management.
He then went on to start his own internet-related companies, namely
ReserveNet, Inc. and Ride.Com, Inc. He is currently the CFO and a board
member of MyOwnEmpire, Inc. and is responsible for the management and
administration of the Company's legal and financial affairs.
Management After the Plan of Acquisition. Immediately before and
immediately after the closing of the Acquisition Agreement, assuming the
nominated directors are approved and the Acquisition is closed, the
management of Altrex will be as follows:
Altrex Pre-Acquisition:
Name Age Position
----------------- --- --------------------
Christopher George 37 Director, President
Monte George 39 Director, Secretary/Treasurer
Altrex Post-Acquisition:
Name Age Position*
------------------- --- ----------
Terence Seah 47 Director
Ranjeet Sundher 34 Director
Daniel Regidor 35 Director
* Please note that the Post-Acquisition Board of Directors will vote to
appoint the Officers of the Parent Entity subsequent to the close of the
Acquisition.
A list of the existing ICall management team, detailing the individuals'
positions with the Company and background summary, can be viewed under
Description of ICALL - "Management" within this document.
Altrex's Employees and Facilities. Altrex currently has no employees.
Immediately after the closing of the proposed transactions, the surviving
corporation will have 27 employees.
Altrex currently leases no office space. Immediately after the closing
of the proposed transaction, the Parent Entity expects to utilize the
existing offices of ICALL that are located in Singapore.
Management Compensation. Altrex currently has no management compensation
agreements in place. The Acquisition Agreement calls for compensation
agreements to be signed between the Parent Entity, on the one hand, and key
employees of ICALL, on the other hand, as considered appropriate and approved
by the Board of Directors
Selected Financial Data:
The following tables present for selected historical financial data of
Altrex. This information is based on the financial statements of Altrex. The
financial statements of Altrex, included as Exhibit C hereto, should be read
in conjunction herewith.
Altrex Selected Financial Data:
Nine Mos. Year Inception
Thru Ended to
Sept. 30 Dec. 31 Dec. 31
Income Statement - 2000 1999 1998
---------- ---------- ----------
Net Revenues $ 0 $ 0 $ 0
Total Costs and Expenses 0 0 (7,500)
Net Loss from Operations 0 0 0
Net Loss 0 0 (7,500)
Sept. 30 Dec. 31 Dec. 31
Balance Sheet - 2000 1999 1998
---------- ---------- ----------
Total Assets $ 0 $ 0 $ 7,500
Total Liabilities 0 0 7,500
Stockholders Equity 0 0
Total Liabilities and Stockholders Equity 0 0 7,500
The following tables present for selected historical financial data of
ICALL. This information is based on the financial statements of ICALL. The
financial statements of ICALL, included as Exhibit D hereto, should be read
in conjunction herewith.
ICALL Selected Historical Financial Data :
NOTE: The figures shown for ICALL are shown in SINGAPORE dollars which are,
as of November 22, equal to 0.57 U.S. dollars.
Month of Year
October to Date
Income Statement - 2000 2000
---------- ----------
Management Fees S$ 360,000 S$ 498,333
Other Revenues 25,520 139,599
---------- ----------
Total Revenues 385,520 637,932
Direct Costs 30,990 246,346
Gross Profit 354,531 391,586
Operating Expenses 154,957 2,204,492
---------- ------------
Net Profit S$ 200,573 S$ (1,812,905)
---------- ------------
October 31,
2000
Balance Sheet *- -------------
Current Assets S$ 78,650
Investments 497,727
Other Assets 423,698
-------------
Total Assets 1,000,075
Total Liabilities 660,351
Shareholders' Equity 339,724
--------------
Total Liabilities and Equity S$ 1,000,075
--------------
* The financials presented here do not include the amount of S$11,066,370 for
Intellectual Properties that ICALL shows in their Company-prepared financial
statements. Since those statements are not necessarily presented in
accordance with U.S. GAAP accounting rules, this amount has been excluded,
with a corresponding decrease in the Shareholders' Equity balance.
STOCK OWNERSHIP OF ALTREX AND ICALL
Altrex's Current Ownership:
The following table sets forth information regarding the beneficial
ownership of Altrex at the date hereof.
Name Shares Percentage
------------------ ---------- ----------
Christopher George* 15,000,000 60.0%
Monte George * 5,000,000 20.0%
Other 5,000,000 20.0%
---------- ----------
TOTAL 25,000,000 100.0%
* Officers and Directors of Altrex beneficially own 80% of the issued common
stock.
ICALL's Current Ownership:
ICALL currently has 13,942,000 shares of common stock issued and
outstanding to 33 shareholders. Each share of ICALL common stock will be
exchanged for 0.4662172 shares of Altrex common stock. The following table
sets forth information on the stock ownership of the Company's officers and
directors at the date hereof and the corresponding number of shares of Altrex
stock that will be held at the close of the Acquisition.
# OF ALTREX SHARES
ICALL SHAREHOLDER # ICALL SHARES OWNED TO BE EXCHANGED
----------------- --------------- ---------------
Seah Kim Seah (aka Terence Seah) 2,520,000 1,174,867
Ho Chin Beng 2,268,000 1,057,381
Hee Fook Choy, Ronald 1,344,000 626,596
Loo Peck Hwee, Celene 453,600 211,476
Audrey Goh 302,400 140,984
Goh Kim Tong 151,200 70,492
Anthony Teo Soon Chye 124,500 58,044
------------ ------------
Officers/Directors as a Group 7,163,700 3,339,840
------------ ------------
All Other Shareholders 6,778,300 3,160,160
------------ ------------
TOTAL 13,942,000 6,500,000
------------- -------------
OTHER INFORMATION RELATING TO PRINCIPAL STOCKHOLDERS AND MANAGEMENT OF ALTREX
Compensation of Altrex Management
No compensation has been paid to Altrex Officers or Directors. They received
their shares as compensation for their efforts in pursuing the original
business plan of the Company.
There has been no formal policy put in place as to compensation for the
Officers and Directors of the Parent Entity subsequent to the Acquisition.
Any decisions with respect to that will be subject to Board approval by the
new Directors.
OTHER INFORMATION RELATING TO PRINCIPAL STOCKHOLDERS AND MANAGEMENT OF ICALL
Management:
The following are the current Executive Officers and Directors of ICALL.
Name Position
-------------------- -----------------
Ho Chin Beng Chairman
Terence Seah CEO
Ronald Hee COO
Audrey Goh CFO
Chris Anand VP, Customer Care
KT Goh VP, Sales & Marketing
Cody Ng VP, Technical Services
Quek Tun Yang Director
Anthony Teo Director
Celene Loo Director
Ho Chin Beng, Chairman
----------------------
Chin Beng graduated with a Bachelor of Arts in Economics from Kenyon College
in Gambier, Ohio. From there, he went to the Harvard Business School, where
he completed his two-year MBA program in 1982.
Chin Be began his post-Harvard career in Singapore, where he started out as a
print journalist with the Straits Times, covering primarily the economic
issues of the day (1982-1987). He was then handpicked to develop a new
business program, Money Mind, for the Singapore Broadcasting Corporation
(1987-1992). From there, he got involved in cross-border syndicated loans,
joining The Development Bank of Singapore Ltd, as Assistant Vice President in
charge of the bank's Thai accounts. A year and a half later, he was
appointed Chief Representative of the Yangon office of DBS Bank and placed in
charge of its operations in Myanmar.
In 1996, Chin Beng left the corporate world to work on his own. His business
has since then evolved into Chin B Ho Cross-Border Consultants Pte Ltd., a
business investment referral service with a cyber network covering 18 cities
in eight countries.
Chin Beng owes his recent success to his creativity and the ability to
leverage on a worldwide network of alumni, journalists, bankers, and
businessmen to develop a job category new to this region - to provide a one-
stop IT and management advisory service to help investors find the right
opportunities in Asia. As a result, he currently sits on the Boards of
several Internet startup companies that he has helped to raise funds for.
Terence Seah, Chief Executive Officer
-------------------------------------
Terence Seah is a newspaper and technology veteran executive with 25 years of
experience in the newspaper and call center industries, from newspaper
operations to computer management, advertising, marketing, and circulation.
In short, Terence has spent 15 years at the Singapore Press Holdings and 10
years with the Bangkok Post and other Thai media.
Prior to setting up The Internet CallCentre, Mr. Seah served as Managing
Director of a joint venture online business involving new project works on
the internet, fax, and telephone multimedia in the new economy.
From 1996 to 1997, he served as Business Development Manager of Marketing
Solutions (HK), a subsidiary of New Media (HK) Ltd, specializing in
international and domestic premium rate services for the Taiwan, Hong Kong,
Singapore, Thailand, and India markets. Concurrent with that, he managed two
audiotext companies in Singapore.
Prior to that, Mr. Seah served as Vice-Chairman of Thai Press & Print, a Thai
newspaper printing and publishing company. From 1990 to 1996, Mr. Seah served
as Technical Director of the Bangkok Post, Thailand's leading English
newspaper, with a key role in the development of IT, multimedia, and new
media.
From 1976 to 1990, he held various management and technical positions in the
Singapore Press Holdings group of newspapers. He was responsible for the
management and operations of the group's newspaper and production facilities.
Ronald Hee, Chief Operating Officer
-----------------------------------
Ronald Hee brings a varied experience in broadcast journalism, public
relations, and information technology. His role is to oversee the growth and
development of the Company.
Ronald graduated with a Bachelor of Arts (Honours) in History from the
National University of Singapore. He joined the Current Affairs Division of
Singapore Broadcasting Corporation, where he was involved in both TV as well
as radio production, as a researcher, writer, and producer, for programs
ranging from Today in Parliament, to the World War II docudrama, Between
Empires, to the quiz series, Smart Squares.
He then went on to play a key part in the development of the Singapore
Discovery Centre - defining the exhibits, writing show scripts, curatorial
work, and in developing the Centre's 28 interactive multimedia info-kiosk
programs, and as the company's MIS support.
In 1996, he joined Ogilvy Public Relations, where he serviced a wide variety
of technology and telecommunications clients, including 3Com, 3Com Palm,
Business Software Alliance, Cadence Design Systems, CyberWay, Digital
Equipment Corporation, EQUANT Network Services, Gateway 2000, Hewlett-
Packard, Hutchison Corporate Access, Kenan Systems, Lotus Development
Corporation, Novell, Summa Four, SITA, and Yahoo!.
In 1999, Ronald started The_PR_Company to provide Internet startups with the
public relations support they need, as well as assistance in fund-raising and
advice. Leveraging on his rich IT experience, strong writing skills, and
lateral thinking, Ronald is also a director of The DotComBrokers, a firm that
helps business startups get started.
Audry Goh, Chief Financial Officer
----------------------------------
Audrey her Bachelor's degree in Accountancy, and is a Chartered Public
Accountant. She also has a graduate diploma in Systems Analysis from the
Japan-Singapore Institute of Technology.
She spent five years with KPMG Peat Marwick as a senior auditor and then went
to work as an Accountant for Panduit Singapore Pte Ltd & Panduit Trading Pte
Ltd. In 1992, she joined the Transpac Group, a venture capital firm, as its
Accountant and Assistant Company Secretary where one of her key roles was to
do due diligence on various companies. In 1996, Audrey became the Finance
Manager and Company Secretary of Butterfield Trust & Butterfield Corporate
Services. She then was Financial Controller for the Chinese Business Network
in 1999, and was then quickly headhunted into The Internet CallCentre, in
2000.
Chris Anand, VP Customer Care
-----------------------------
Chris is the guiding force behind the Internet CallCentre's vision to bring
e-customer care to the Internet arena. He brings with him over 12 years'
experience in customer care and call center implementation.
Prior to joining The Internet CallCentre, Chris began his career as a
customer care agent with Changi Airport Services. In 1992, Chris supervised a
team of 100 Customer Care personnel, overseeing the daily operations of
Changi Airport Services. After his ten years with Changi Aiport Services, in
1997, Chris took the role of Operations Manager with the Asia Pacific
Reservations Centre with a Global Hospitality chain. His first key role was
to assist with the setting up of a multilingual call centre to serve the
needs of eleven countries in this region, providing voice service worldwide.
Chris was instrumental in maintaining a very low staff turnover and optimal
customer care deliveries.
Cody Ng, VP Technical Services
------------------------------
Cody Ng brings a strong technical background to the Internet CallCentre, and
is responsible for the reliability and quality of the global network. He has
a Bachelor of Science (Computer Science) from the Memorial University of
Newfoundland. It is there that he picked up his fluency in French, in
addition to Mandarin and Malay.
Cody began his career as the Project Programmer for an image processing and
enhancing system for satellite images. From there, Cody assisted in the
development of a database system for Singapore Bus Services workshops. Cody
then held various positions at Gintic Institute of Manufacturing Technology,
an R&D center. Among the responsibilities there include the CAD/CAM systems,
as system administrator for the UNIX machines and Microsoft BackOffice, and
the Oracle RDBMS server. Cody's last position before joining the Internet
CallCentre was as the Assistant Manager, Network Operations, at MobileOne.
There he oversaw a team of 16 engineers, taking care of the network, server
farm, messaging board operations, as well as the Call Centre's systems.
Goh Kai Thye ("KT") Goh, VP Sales and Marketing
----------------------------------------------
KT's role in iCALL is to drive and guide the sales across the entire global
network. He began his career began in 1969, as a radio operator. Rapidly
building a background in electronics, he moved on to a number of positions,
including a technician with Texas Instruments, and as a Software Manager with
Digital Equipment, where he began a long and distinguished career in sales,
marketing, and channels management. Over the next 20 years, KT has held many
positions in sales, as well as running many companies. He was the Regional
Marketing Manager for Apollo Computer Inc. He was the General Manager, then
Managing Director of SysScan Asia Pte Ltd. For two years, he was the Country
Manager in Hong Kong for SCS Computer Ltd. In 1992, he returned to Singapore,
as Programme Director, Technology Transfer, at the Institute of Systems
Science, National University of Singapore, a position he would hold for the
next four years. In 1996, he joined Platinum Technology as their Regional
Channel Manager, building the company's channel network across the Asia
Pacific region.
His last position before joining iCALL, was as the Regional Manager for BHA
Computers, with responsibilities for sales, marketing, and business
development in North Asia, ASEAN, and South Asia.
Along the way, KT found time to complete two MBAs, with the International
Management Center, Buckingham, UK, and with the University of Dubuque, Iowa,
USA. He also holds four diplomas, in Electronic and Communication
Engineering, Management Studies, Marketing Management, and Chinese Law.
Anthony Teo, Director
---------------------
After graduating with an honours degree in Economics from the Singapore
University, Anthony went on to do his MBA at Harvard, graduating in 1969. He
has since been involved investment banking, consulting services, and
publishing, in various positions in the Asia-Pacific.
His career in banking began with leading the formation of United Chase
Merchant Bank (UOB-Chase-Nikko). He was also the Regional Asia-Pacific
Advisor cum Managing Director of Banque Internationale a la Luxembourg. In
consultancy services, Anthony was the Corporate Senior Vice President of
Bradson Mercantile Inc, a North American contract executive services company,
where he was involved in ten acquisitions, and managed the largest operations
of the company from Seattle as CEO and CFO. Among the company's clients were
Microsoft, Starbucks and Continental Grain. The company's functions included
sourcing for top management for enterprises in key Asia-Pacific cities, such
as Singapore, Hongkong and Tokyo.
In late 1989, Anthony led a Bradson team as Project Contractor with the
Canadian government to run a nation-wide telephone enquiry system, to inform
and clarify issues leading up to the introduction of the Goods and Services
Tax. The call center ran 16 hours a day, seven days a week, for about 18
months, handling over one million calls. These efforts won Anthony a
commendation from the Canadian government.
Other Bradson operations included the Bradson Business Centre in Canada's
Silicon Valley - Kanata - which spawned the likes of Newbridge Networks and
Corel.
Anthony has nurtured an ongoing investment banking and business network in
the Asia-Pacific. He has been a board member of the Society of Publishers in
Asia, HBSA International Governing Board of Alumni based in Boston, Vice
Chairman of the Singapore Chamber of Commerce in Hong Kong; Vice President of
HBSA-HKSAR, and a member of the London-based Duke of Edinburgh Fellowship
which established the Prime Minister's Award in Malaysia and the President's
Award in Singapore. He was a member of the Government of Singapore's Public
Sector Divestment Committee.
Celene Loo - Greater China Advisor
----------------------------------
Ms. Celene Loo is Executive Director of China International Electronic
Commerce (CIEC), the company behind www.ChinaTradeWorld.com. Based in Hong
Kong, she assists in seeking the best strategic partners and investors and is
in charge of building up the Hong Kong team and its operations. She is also
the liaison person with the company's Internet staff in Beijing, overseeing
web-design and content.
Prior to joining CIEC, Ms. Loo spent four years at Credit Suisse Hong Kong
where she was Senior Vice President, heading the largest team in the Hong
Kong office. Her investment focus was in IT/internet sectors. Her
performance established a number records in the company, including the
highest amount of individually-raised new funding. Prior to that, she was a
consultant at Andersen Consulting/Arthur Andersen. Among her consultancies
was advisory work for the Singapore government's "Growth Triangle" investment
project in Indonesia.
Ms. Loo also acts an advisor to several IT companies in the U.S., Singapore
and Hong Kong. She is Vice President of Harvard Business School Association.
Ms. Loo obtained her MBA at Harvard Business School, and her BA (Upper Class
Honours) from National University of Singapore and Cambridge University.
Compensation of ICALL Management.
ICALL has employment agreements with several of its key employees, including
CEO, CFO, and their COO, which provide for terms of employment ranging from
one to two years and further provide for certain non-compete provisions.
Compensation during 2000 totals approximately S$670,000 for the Officers and
Directors of the Company.
DESCRIPTION OF ICALL
The following information concerning ICALL and its business has been
provided by ICALL for inclusion in this Proxy Statement. This information is
confidential. The information contained herein does not purport to be all-
inclusive or to contain all the information that a prospective investor may
desire. This information contains statements that constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Any statements that express or involve discussions with
respect to predictions, business strategy, budgets, developments
opportunities or projects, the expected timing of transactions or other
expectations, beliefs, plans, objectives, assumptions or future events or
performance are not statements of historical fact and may be "forward-looking
statements". Forward-looking statements are based on expectations, estimates
and projections at the time the statements are made that involve a number of
known and unknown risks and uncertainties which could cause actual results or
events to differ materially from those anticipated by ICALL.
Company Summary
The Internet CallCentre (iCALL) is uniquely a call center designed for the
Internet, providing outsourced customer service functions on behalf of
website owners.
iCALL operated as a test-bed subsidiary of OnlineFax Asia, Thailand, since
mid-1999. On December 17, 1999, the Internet CallCentre Pte Ltd. was
incorporated in Singapore, and moved into its corporate headquarters in
Suntec City, in Singapore, in March of 2000. The text-based call center
network began operations on March 1, 2000. The network went into 24-hour
operations on March 20, 2000, and was officially launched on March 30, 2000.
iCALL operates on a text chat mode, which enables every user on the Internet
to use The Internet CallCentre's services - if you can get on the Web, you
can use iCALL. As bandwidth on the Internet increases and the required
technologies enter into more widespread use, The Internet CallCentre will
offer call center support via voice over IP, and video chat, both scheduled
for implementation before the end of 2000.
Currently, of the over 300,000 e-commerce websites and hundreds of thousands
more corporate websites, less than 1% offer any means of live and immediate
response to customer queries. They also tend to operate only in English, only
during office hours, and only in the US. In April this year, a survey by
WizardMail concluded that out of 1,000 websites queried via email, only 24%
even bothered to reply.
The Internet CallCentre offers live and immediate response on the Web, in
local languages, 24 hours a day, anywhere in the world.
For the vast majority of websites that do not offer live and immediate
customer support, any inquiry is currently handled via email, which, due to
long response times, will result in lost opportunities in converting an
eyeball into a customer. Currently only 2% of website visitors become
customers (Boston Consulting, 1998). The Internet CallCentre provides a
solution that has the potential to dramatically raise this percentage.
Of the tens of thousands of call centers around the world (70,000 call
centers in the United States alone), again, very few focus on providing Web
support (in the US, only 8% do), and almost all provide email or callback
support only, focusing on handling on their core competency - calls on the
real world (Datamonitor, November 1999).
Utilizing proprietary state-of-the-art Internet technologies that leverage
off existing features found in today's leading browsers, The Internet
CallCentre meets the needs of the millions of surfers who prefer to
communicate with someone who can help them, instead of clicking from webpage
to webpage, or waiting for a response from an email inquiry.
By 2001, where an estimated 25% of all customer inquiries will come via the
Web, The Internet CallCentre aims to be the largest support business to the
world's Internet communities and businesses. iCALL aims to be the world's
first and largest Internet call center, with operations in every major city
in the world. Any company that seriously wants to work the Web, must explore
live and interactive customer support online. The answer is iCALL.
To grow fast enough meet the needs of the global Internet community, The
Internet CallCentre is now being franchised to cities around the world with
each franchisee handling its own call center. Franchising will enable the
company to grow quickly at minimal cost. Each local franchisee will ensure
its own commercial viability, supported by the franchisor, and brings to
market a compelling solution that encompasses local language ability and
local knowledge.
As the critical first mover, The Internet CallCentre will define its own
market - and then proceed to secure and hold on to a significant portion of
this Internet customer support market. As the first mover in this field, with
a clearly defined strategy to hold on this advantage, iCALL has every
expectation of success.
Extrapolating from a 1999 Gartner Group report, which estimates that the call
center industry will be worth US$58.6 billion by 2003, this online customer
support industry will grow to US$6 billion by 2003 (assuming just 10% of
total call center revenue).
Current Status
Network: As of July 2000, The Internet CallCentre has already built an
extensive network, comprising local points of presence in the following
countries: Bangladesh, China, India, Indonesia, Malaysia, Myanmar, Nepal, the
Philippines, and Thailand. The Company is already one third of the way
towards its goal of 100 cities by the end of its first year of operations -
our China franchise partner alone will begin operations in eight cities by
March 2001; our Indian franchise partner plans to set up in 15 cities by June
the same year.
Hubs: The Company's call center hubs, or large call centers supporting the
entire network, are being planned. The hub in Bangkok will be wholly-owned,
while the hub in Manila is being developed in conjunction with Philippine
conglomerate, JG Summit Holdings, a Gokongwei company. Initial plans are
being made for hubs in India and China.
Funding: In March 2000, the Company secured US$0.9 million (S$1.5 million) in
seed funding. In August 2000, the Company received its first VC funds from a
Korean-based VC, US$200,000 (S$344,000).
Clients: Since beginning operations, the Company has faced the initial
difficulty in securing clients, as clients needed to be educated in this new
service, and for many who are interested, do not have budgets allocated for
this year. Nonetheless, to date, The Internet CallCentre's clientele include:
- Eastciti: an entertainment and lifestyle portal by MediaCorp Interactive,
voted among the top ten websites visited by Singaporeans;
- eWorkz: an Internet solutions provider and consultancy;
- FRESHdirect: an online grocer that delivers fresh produce at low prices;
- jbronline.com: an online electronics store selling a wide range of
equipment from a variety of brands;
- myScissors.com: an online B2B hub servicing the arts, music, film and
publication industries in Asia;
- Electronics giant Samsung's Singapore website;
- The Singapore International Convention and Exhibition Center (SICEC): one
of the largest convention centers in the Asia-Pacific;
- Suntec City Development: a leading property management firm which runs
one of Singapore's most prestigious office complex, as well as
Singapore's largest shopping mall;
- SynergizeAsia.com: a business portal builder and developer;
- TTS Asia.com: a B2B education incubator and education service provider;
- vShop: a comprehensive virtual shopping mall that specializes in unique
merchandise; and
- Woof!Webvision: MediaCorp Interactive's online television station.
As of the first week of August, in a landmark contract, the Company will
provide online customer services for leading Malaysian conglomerate, The
Berjaya Group, via its online arm, MOL.com. The deal is worth RM6 million
(US$1.58 million), and is to service the group's twenty websites. A number of
other blue chip contracts are also pending.
Languages: The call center network currently operates in English, Chinese,
Thai, Malay, Urdu, and French, and fully intends to cover every major
language on the Internet. The Japanese language console is in final testing.
Other languages that rely on character sets, such as Korean and Arabic, will
be rolled out as required.
Staffing: As of August 2000, iCALL's staff strength stands at 35. The
franchise model allows for a wide network at minimal staffing. To drive the
growth of the company, iCALL intends to boost its sales force, increase the
call center staffing as the clients come in, and to appoint senior and
experienced management to lead the charge in the Americas and in Europe.
Technology: In end-June 2000, the Company began extensive live trials of
voice over Internet Protocol (VoIP), in conjunction with Singapore
Telecommunications. This is utilizing SingTel's Click2Reach technology. This
approach has allowed iCALL to leverage on SingTel's extensive research and
development, global reach, and branding. The company has entered into an
agreement with SingTel, to provide VoIP at a reduced rate. From Q4, 2000,
iCALL will begin offering this additional VoIP solution to its clients, and
to its franchise partners. The value proposition to its clients and partners
is a customized solution at the same fees as SingTel, already set up and
ready, and manned by iCALL.
To further maximize its value to its clients, iCALL began trials in August
for a unique VoIP offering, from US-based Aplio Inc.. One of its leading
products, Aplio-PRO, is a custom-designed hardware add-on that provides
extremely high quality voice. Once installed, Aplio-PRO allows for free VoIP
anywhere in the world. iCALL is exploring using and developing this
technology in conjunction with Click2Reach.
Starting from the first week of September, iCALL has begun incorporating
email management solutions from its partner, Talisma, the world's second
largest email management company. This is part of a larger plan.
By mid next year, the company intends to roll out what is internally referred
to as "iCALL version 3.0". The objective is to create a unified approach to
online customer service, incorporating email management, text chat, VoIP, and
fax over IP, and with all points of online customer contact, being data-
managed at the back end on behalf of our clients.
Business Overview
In summary, iCALL's revenue comes from:
- Call handling fees - 30%
- Franchise fees - 50%
- Advertising - 10%
- E-commerce transactions & miscellaneous - 10%
Revenue streams:
The Internet CallCentre will derive its revenues from four main sources:
- Franchise fees: Initial fee of US$5,000, followed by a 5% royalty on
revenue.
- Outsourced call centre services: From companies outsourcing their call
center functions to The Internet CallCentre. Service fees are set by the
franchisee. A basic service fee of half a staff's salary plus a call
handling charge of US$0.50. Typical call center charges are $0.50 - $2,
although volume and complexity factors will come into play.
- International Advertising sites: 70% of revenues split among iCALL sites,
pro-rated to traffic.
- Commission on sales: 1.5 - 3% of sales, transacted through the
franchisor.
The Internet CallCentre will generate additional revenue from other
sources, such as conducting global surveys and promotions.
There are currently no international laws forbidding the development of
the global call center network as envisioned by The Internet CallCentre.
Great care has been put into the franchise agreement to ensure that we do not
contradict any franchise laws; in addition, the franchise agreement serves to
lock in the franchisee into the network for at least the first three years,
with appropriate termination and transfer clauses. This mechanism further
ensures The Internet CallCentre's first mover advantage.
Technology Plan
First year: Presently, iCALL provides live customer care via a web-based text
chat mode. As the premium customer care provider, iCALL recognizes the
importance and timeliness to have an alternative voice channel
integrated into its CRM solution. Therefore, for the first year, iCALL will
be actively exploring different VoIP solutions in order to identify the best
solution.
The objective is to build a solid VoIP infrastructure for iCALL's global
network. This VoIP network will primarily be used to offer commercial VoIP
services for our CRM solution. At the same time, it will act as an
alternative communication channel between the corporate headquarters and the
iCALL offices worldwide.
Second year: During this time, iCALL will be focusing on video streaming
technology. Such technology will complement iCALL's VoIP capabilities. It
will also allow iCALL's customer service consultants to push video clips of
products and services to the user. The technical team will be concurrently
looking into transporting iCALL's services over to wireless access technology
such as General Packet Radio Service (GPRS).
Third year: When the worldwide broadband GPRS is ready, iCALL will introduce
its service over this wireless Internet network. iCALL will also look into
technology for Light Weight Data Replication and Access for building
effective business gateways. Multiple vertical business gateways will be
created to link different industries for transactions to take place. iCALL
will also enable its services to support the use of smart cash cards and
credit cards with subscriber identification module (SIM) capability, for
transactions to take place in a wireless Internet environment.
Fourth year: By this time, computing technology should experience a quantum
leap. Human speech recognition and command-trigger technology will have
finally become efficient enough for commercial deployment. iCALL will explore
the possibility of using human speech technology in its basic service for
answering frequently asked questions. It will also identify more powerful and
intelligent database technologies to be deployed for the automated
information enquiry service. At the same time, iCALL will make use of the
latest solid modeling and image simulation technology to create virtual
consultants. This virtual consultant technology will integrate with human
speech technology to create an Automated Info Helpdesk service.
Fifth year: The Automated Info Helpdesk service will be launched. This basic
service can be performed by the virtual consultants and release our human
consultants for more in-depth and complex services. iCALL will also prepare
its services to be ready for the second Internet (SONET), as well as explore
the Neural Network Technology for self-learning applications which will
enable to our virtual consultants to become more intelligent.
Eventually, iCALL's service should be made available to the public as the
single point of service. Charging will be by transaction, directly from
caller-ID cards with stored value capability. Our global network of
call centers having local knowledge will become a valuable bank of vertical
business portals for travel, entertainment, health, trading and other
industries.
As a result of technology, travel will become cheaper and easier, and more
desirable. Therefore, there will be a huge demand for having the necessary
services arranged immediately and confirmed at remote locations. Our global
customer care network will prove to be an effective single point of contact
for all the arrangements handled seamlessly by iCALL.
Risk Factors.
The business of the ICALL involves a number of risks and uncertainties
that could cause actual results to differ materially from results projected
in any forward-looking statement in this report. These risks and
uncertainties include the risks set forth below. ICALL securities are
speculative, and investment in its securities involves a high degree of risk
and the possibility that the investor will suffer the loss of the entire
amount invested.
Limited Operating History; History of Losses; Increased Expenses.
The Company was organized in late 1999 and therefore has only a limited
operating history upon which an evaluation of its business and prospects can
be based. The Company has had limited revenues since inception, it has only
recently been profitable, and there can be no assurance that, in the future,
the Company will be profitable on a quarterly or annual basis. In addition,
the Company plans to increase its operating expenses to expand its sales and
marketing operations, broaden its customer support capabilities, and increase
its administration resources. In view of the rapidly evolving nature of the
Company's business and market, and limited operating history, the Company
believes that period-to-period comparisons of financial results are not
necessarily meaningful and should not be relied upon as an indication of
future performance.
Need for Additional Financing.
Revenue from the Company's operations is not sufficient to finance the full
implementation of it business plan. Accordingly, the Company must raise
substantial additional funding. The Company expects to be able to meet its
financial obligations only for the next few months. There is no assurance
that, after such period, the Company will be able to secure financing or that
such financing will be obtained on terms favorable to the Company. Failure to
obtain adequate financing could result in significant delays in the
development/expansion of new products and/or services, postpone or limit the
entry into new markets, and/or require a substantial curtailment of its
operations. The Company will require additional working capital to complete
its business development activities and generate revenue adequate to cover
operating and other expenses.
Unpredictability of Future Revenues: Potential Fluctuations in Quarterly
Results.
As a result of the Company's limited operating history and the nature of the
market in which it competes, the Company is unable to forecast its revenues
accurately. The Company's current and future expense levels are based largely
on its investment plans and estimates of future revenue and are to a large
extent fixed. Sales and operating results generally depend on the volume of,
timing of, and ability to fulfill orders received, which are difficult to
forecast. The Company may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall in revenue in relation to the Company's planned expenditures would
have an immediate adverse affect on the Company's business, financial
condition, and results of operations. Further, in response to changes in the
competitive environment, the Company may from time to time make certain
pricing, service, or marketing decisions that could have a material adverse
effect on the Company's business, financial condition, operating results, and
cash flows.
International Operations are Subject to Many Unforeseen Risks.
The Company plans to globally expand its business making it susceptible to
many unforeseen and unpredictable risks, which may include:
- Costs of customizing any services for foreign countries;
- Protection laws and business practices favoring local competition;
- Dependence upon the performance of local resellers and other strategic
partners;
- Compliance with multiple, conflicting, and changing governmental laws and
regulations;
- Longer sales and payment cycles;
- Import and export restrictions and tariffs;
- Difficulties in staffing and managing international operations;
- Greater difficulty or delay in accounts receivable collection;
- Foreign currency exchange rate fluctuations;
- Multiple and conflicting tax laws and regulations; and,
- Political and economic instability.
Developing Market; e-Commerce; and the Internet are developing markets.
The Company's long-term viability is substantially dependent upon the ability
of the Company to make available to the e-commerce marketplace its technology
allowing companies to personalize business via the Internet worldwide and
maintain its competitiveness in a rapidly developing market. As a result,
there can be no assurance that a sufficiently large number of customers will
begin to use the Company as its source for this form of e-commerce solution.
Demand and market acceptance for e-commerce technology is subject to a high
level of uncertainty and there exists only a few proven business models. The
Internet may not prove to be a viable medium for commerce because of
inadequate development of the necessary infrastructure, such as a reliable
network backbone, or delayed development of enabling technologies, such as
high-speed modems and high-speed communication lines. The Internet has
experienced, and is expected to continue to experience, significant growth in
the number of users and amount of traffic. There can be no assurance that
the Internet infrastructure will continue to be able to support the demands
placed on it by this continued growth. In addition, delays in the
development or adoption of new standards and protocols to handle increased
levels of Internet activity or increased governmental regulation could slow
or stop the growth of the Internet as a viable medium for business. Moreover,
critical issues concerning the commercial use of the Internet (including
security, reliability, accessibility, and quality of service) remain
unresolved and may adversely affect the growth of Internet use or the
attractiveness of using the Internet for business commerce. Because the
exchange of information on the Internet is new and evolving, there can be no
assurance that the Internet will prove to be a long-term viable medium for e-
commerce. The failure to resolve critical issues concerning the use of the
Internet, the failure of the necessary infrastructure to develop in a timely
manner, or the failure of the Internet to continue to develop rapidly as a
viable medium of business commerce, would have a material adverse effect on
the Company's business, financial condition, operating results, and cash
flows.
Unproven Acceptance of the Company's Service.
The Company is currently in the early phases of its business plan that
includes securing additional financing, expanding the staff, facilities,
equipment, and network capabilities further throughout select areas of the
world. The Company will need to raise additional capital to expand its
business plan. As a result, it does not know if its service will be
successfully accepted by the e-commerce industry. If the Company's services
prove to be unsuccessful in adding solutions to the e-commerce industry, or
if it fails to attain further market acceptance, it would materially
adversely affect the Company's financial condition, operating results, and
cash flows.
Dependence on Key Personnel.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its senior management
and key technical and sales personnel. The Company intends to hire a
significant number of additional technical and sales personnel in the next
year. Competition for such personnel is intense, and there can be no
assurance that the Company can retain its key technical, sales, and
managerial employees or that it will be able to attract or retain highly
qualified technical and managerial personnel in the future. The loss of the
services of any of the Company's senior management or other key employees or
the inability to attract and retain the necessary technical, sales, and
managerial personnel could have a material adverse effect upon the Company's
business, financial condition, operating results and cash flows. The Company
does not currently maintain "key man" insurance for any senior management or
other key employees.
Security and Privacy Issues.
The Company could be subject to litigation and liability if third parties
were able to penetrate the Company's network security or otherwise
misappropriate its clients' information/records. It could also include claims
for other misuses of client information/records, such as for unauthorized
marketing purposes. The Company could incur additional expenses and be
required to change its current practices if new regulations regarding the use
of personal information are adopted or should government agencies choose to
investigate its privacy practices.
Furthermore, the Company's computer servers and switching systems may be
vulnerable to computer viruses, physical or electronic break-ins, and similar
disruptions. The Company may need to expend significant additional capital
and other resources to protect against a security breach or to alleviate
problems caused by any breaches. There can be no assurance that the Company
can prevent or remedy all security breaches. If any of these breaches occur,
the Company could lose clients.
Competition.
The e-commerce market in which the Company plans to operate is rapidly
developing and is highly competitive. Much of the competition has
substantially greater, financial, technical, marketing, and distribution
resources than the Company. In all of its potential markets, the Company
competes against a number of companies of varying sizes and resources. This
competition may result in a loss of potential clients, reduction in sales, or
additional price competition, any of which could have a material adverse
effect on the Company's operating results. In addition, existing competitors
may continue to broaden their product lines by entering or increasing their
focus on similar solutions, resulting in greater competition for the Company.
Although the call center marketplace is relatively new for most of the world,
the Company's current and potential competitors may have substantially longer
operating histories, larger customer bases, greater name recognition, and
significantly greater financial, marketing, and other resources than the
Company. In addition, competitors may be acquired by, receive investments
from, or enter into other commercial relationships with larger, well-
established, and well-financed companies as the use of the Internet and other
e-commerce operations increase. Many of the Company's competitors may be able
to respond more quickly to changes in customer preferences, devote greater
resources to marketing and promotional campaigns, develop more advanced
information systems, adopt more aggressive pricing, and devote substantially
more resources to Internet site and systems development than the Company.
It is possible that new competitors or alliances among competitors within the
marketplace may emerge and rapidly acquire market share. Increased
competition may result in reduced operating margins, loss of market share,
and a diminished view of the Company, any one of which could materially
adversely affect the Company's business, results of operations, and financial
condition. There can be no assurance that the Company will be able to compete
successfully against current or future competitors or alliances of such
competitors, or that competitive pressures faced by the Company will not
materially adversely affect its business, financial condition, operating
results, and cash flows.
Uncertainty of Business Model.
It is uncertain whether the Company's business will be an attractive value-
added service to the e-commerce marketplace or that the Company will be able
to generate significant revenue in order to cover the cost of developing and
further marketing of its services. Even if the Company is successful in
establishing operations with its proposed services, it is uncertain whether
it will be able to establish itself further within the industry.
Risks of Potential Government Regulation and Other Legal Uncertainties
Relating to Foreign Investment Services.
The Company is not certain how its business may be affected by the
application of existing laws governing issues such as copyrights, encryption
and other intellectual property issues, and taxation. It is possible that
future applications of these laws to the Company's business could reduce
demand for its services or specifically increase the cost of doing business
as a result of litigation costs or increased service costs.
Intellectual Property Rights.
The Company's success may be dependent on its ability to protect its
intellectual property rights. The Company will likely rely principally on a
combination of trademark, patent, copyright, and trade secret laws, non-
disclosure agreements, and other contractual provisions to establish and
maintain its proprietary rights.
As part of its confidentiality procedures, the Company will generally enter
into nondisclosure and confidentiality agreements with each of its key
employees, consultants, and business partners and limits access to and
distribution of its technology, documentation, and other proprietary
information. In particular, the Company has entered into non-disclosure
agreements with each of its employees and business partners. Despite the
Company's efforts to protect its intellectual property rights, unauthorized
third parties, including competitors, may from time to time copy or reverse
engineer certain portions of the Company's technology and use such
information to create competitive products.
Risks Specific to Altrex's Business.
Risks of Acquisition. An Acquisition Agreement has been signed between
Altrex and ICALL. There are, however, conditions precedent to the Closing of
the Acquisition, including, but limited to, the completion of due diligence
to each party's satisfaction and approval by the shareholders of ICALL, which
may or may not be fulfilled or completed. Accordingly, there can be no
assurances that the Acquisition will in fact be consummated.
Need for Capital. Altrex will need to raise capital to finance the
ICALL operating business. There can be no assurances that Altrex will be
able to obtain the necessary financing in the amounts and on the timetable
needed for development of the ICALL business, or if financing is available,
that it will be available on terms and conditions that are satisfactory.
Competition. ICALL's business faces competition in the e-commerce
services marketplace. Competitors may include companies that are
significantly larger than the Parent Entity, companies that have been in
business for a longer period of time and have established relationships,
companies that have competitive or possibly better technology, companies with
strong management teams and access to research and development facilities,
and companies that are better funded. Accordingly, there can be no assurance
that the Parent Entity will be able to achieve and maintain a competitive
position in its new industry.
Dependence on Key Personnel. The Parent Entity will, after closing the
Acquisition and thereafter for the foreseeable future, be dependent on the
skills of ICALL's management team. The loss of key personnel or an inability
to attract, retain, and motivate key personnel could adversely affect the
Parent Entity's business. The Parent Entity, at present, has no plans to
maintain key-person life insurance on any employees.
Lack of Active Public Market. Altrex Common Stock is currently listed
for trading on the OTC Bulletin Board, but there has been limited trading
during the past year. There is a limited public trading market for Altrex
Common Stock, and there can be no assurance that the public market will
continue or develop in the future. Holders of Altrex Common Stock may
therefore have difficulty selling their stock. The OTC Bulletin Board is
generally considered to be less efficient than securities markets such as the
NYSE, NASDAQ, or other national exchanges. Any market price for Altrex
Common Stock may not necessarily bear any relationship to Altrex's book
value, assets, past operating results, financial condition or any other
established criterion of value, and may not be indicative of the market price
in the future. The market price may be volatile depending on business
performance, industry dynamics, news announcements, and changes in general
economic conditions and other factors.
Control By Principal Stockholders. Assuming the transactions
contemplated by this Proxy Statement are completed, the Officers, Directors,
and affiliates of ICALL will own in the aggregate approximately 29.0% of the
Company Common Stock outstanding immediately after the transactions.
Acquisition; Potential Dilution. The purchase price of the Altrex stock
in the Acquisition was reached by negotiation between the parties. These
prices or values are not necessarily based on any market price, appraised
value, book value, or other objective measure of value. The current
shareholders of Altrex may suffer dilution of voting power and of economic
percentage ownership upon closing of the Acquisition and any other share
issuance, including, but not limited to management option plans, that may be
instituted by management.
Issuance of Additional Shares; Shares Eligible for Future Sale. Future
financing of the ICALL business will be required, which will in turn may
require additional share issuance. Future issuance of the Parent Entity's
stock for financing or other purpose could adversely affect any prevailing
market price of the Parent Entity's stock. The issuance of such securities
will result in the dilution of the voting power and other rights of existing
stockholders. After the closing of the Acquisition, approximately 5,000,000
shares of Altrex common stock will be unrestricted; and the 6,500,000 shares
to be issued in exchange for the ICALL shares will be restricted securities
that will be available for resale later, subject to Rule 144. The 12,000
shares of common stock issued to the former officers and directors of Altrex
will be available for sale under Rule 144, and may become freely trading
three months from the closing date. As restricted securities become available
for resale into the public market, it may be anticipated that the surviving
corporation common stock will experience selling pressure, which may have the
effect of depressing or reducing, perhaps significantly, the Altrex common
stock price in the market.
Lack of Dividends. Altrex has not paid any dividends on its Common
Stock to date and there are no plans for paying dividends on the common stock
of the Parent Entity in the foreseeable future.
FINANCIAL STATEMENTS
The financial statements included in this Proxy Statement relating to
Altrex and relating to ICALL have been prepared by Altrex and ICALL. The
financial statements for Altrex, attached as Exhibit C, are unaudited, and
have not been reviewed or compiled by any outside accounting firm. They
represent Altrex's best understanding of the financial position of the
company as at and for the periods indicated.
The financial statements included in this Proxy Statement relating to
ICALL, attached as Exhibit D, have been prepared by ICALL. They are
unaudited and have not been reviewed or compiled by any outside accounting
firm (and therefore may not be in compliance with U.S. GAAP accounting
standards) and are presented in Singapore Dollars, which as of November 22,
2000 are each equal to 0.57 U.S. dollars. They represent ICALL's best
understanding of the financial position of ICALL as at and for the periods
indicated.
CONTINGENCIES
While the Acquisition, the Acquisition Agreement, and the other matters
contemplated thereby have been approved by the Board's of both Altrex and
ICALL, they are still subject to final approval by the shareholders of each
company and the continued due diligence by each party. The Agreement itself
provides certain contingencies, or conditions precedent to closing, which
include those listed in Sections 9 and 10 of the Agreement, but not limited
to those, as follows:
1. Final approval of the Acquisition by the Board of Directors and
Shareholders of each of the companies.
2. The conversion to equity and/or repayment of all management loans made
to ICALL.
OTHER MATTERS
As of the date of this Proxy Statement, Altrex's Board of Directors
knows of no other matters that will be presented for consideration at the
Special Meeting other than as described in this Proxy Statement. If any
other matter shall come before the Special Meeting or any adjournment or
postponement thereof and shall be voted upon, it is intended that the shares
represented by proxy will be voted with respect thereto in accordance with
the judgment of the persons voting them.
By Order of the Board of Directors of Altrex,
------------------------------
Christopher George
December 1, 2000
Please find the following Exhibits attached hereto:
Exhibit A - Acquisition Agreement dated November 22, 2000
Exhibit B - Dissenter's Rights for Plan of Exchange per Nevada State Code
Exhibit C - Altrex, Inc. Financial Statements
Exhibit D - Internet CallCenter PTE, Ltd. Financial Statements
