<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended - May 31, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
Commission File Number: 000-27773
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CALLMATE TELECOM INTERNATIONAL, INC.
------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 59-313-4518
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1 Wilton Street, Bradford, BD5 OAX, United Kingdom
--------------------------------------------------
(Address of principalc executive offices)
011 44 1274 301 500
-------------------
(Issuer's telephone number)
ZEE, INC.
---------
(Former name, former address and former fiscal year
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
12, 13 or 15 (d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No ____
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of July 24, 2000: 14,200,000 ordinary shares, $ .001 par value.
Transitional Small Business Disclosure Format (check one) Yes ____ No X
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<PAGE>
Consolidated Financial Statements
CALLMATE TELECOM INTERNATIONAL, INC.
Nine Months Ended May 31, 2000 and 1999 (Unaudited)
<PAGE>
FORM 10-QSB
CALLMATE TELECOM INTERNATIONAL, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. Financial Information
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheet........................................... 1
Consolidated Statements of Operations................................ 2
Consolidated Statement of Changes in Stockholders' Deficit........... 3
Consolidated Statements of Cash Flows................................ 4
Notes to Consolidated Financial Statements........................... 5-6
Item 2 Management's Discussion and Analysis or Plan of Operation....... 7-12
PART II. Other Information
Item 1. Legal Proceedings............................................... 13
Item 6. Exhibits and Reports on Form 8-K
Signatures................................................................ 14
</TABLE>
<PAGE>
Callmate Telecom International, Inc.
Consolidated Balance Sheet
May 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
<S> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,988,804
Cash held in trust accounts 944,743
Restricted cash and cash equivalents 149,680
Accounts receivable, trade 637,447
Prepaid expenses and other current assets 872,170
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Total current assets 4,592,844
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Property and equipment, net of accumulated depreciation 1,408,123
-----------
Other assets:
Investments 195,000
Other 350,733
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Total other assets 545,733
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$ 6,546,700
===========
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 5,537,746
Accounts payable, related party 367,478
Advances from stockholders 803,610
Accrued expenses 418,732
Deferred revenue 535,002
-----------
Total current liabilities 7,662,568
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Stockholders' deficit:
Common stock; $.001 par value; 50,000,000
shares authorized; 14,200,000 shares issued and
outstanding 14,200
Additional paid-in capital 846,800
Accumulated deficit (2,139,210)
Accumulated other comprehensive income 162,342
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Total stockholders' deficit (1,115,868)
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$ 6,546,700
===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements
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<PAGE>
Callmate Telecom International, Inc.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------- -------------------------
May 31, May 31, May 31, May 31,
2000 1999 2000 1999
-----------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) Unaudited)
<S> <C> <C> <C> <C>
Revenues $ 5,245,830 $ 8,236,387 $11,780,822 $16,591,720
Cost of revenues 5,081,736 7,924,001 10,609,379 14,759,519
-----------------------------------------------------
164,094 312,386 1,171,443 1,832,201
Selling, general and administrative
expense 729,077 532,650 2,040,683 1,814,376
-----------------------------------------------------
(Loss) income from operations (564,983) (220,264) (869,240) 17,825
Other income 990 24,157
-----------------------------------------------------
Net (loss) income $ (563,993) $ (220,264) $ (845,083) $ 17,825
=====================================================
Basic and diluted (loss) earnings
per share $ (.04) $ (.02) $ (.06) $ .00
=====================================================
Weighted average number of
common shares used in basic
and diluted (loss) earnings per
share computation 14,200,000 13,740,043 14,200,000 12,524,931
=====================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements
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<PAGE>
Callmate Telecom International, Inc.
Consolidated Statements of Changes in Stockholders' Deficit
Nine Months Ended May 31, 2000 (Unaudited)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Stock Paid-In Accumulated Comprehensive
---------------------
Shares Amount Capital Deficit Income
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, August 31, 1999 14,200,000 $14,200 $ 846,800 ($1,294,127) $ 30,960
Foreign currency translation
adjustment (unaudited) 131,382
Net loss for the period
(unaudited) (845,083)
--------------------------------------------------------------
Balance, May 31, 2000
(unaudited) 14,200,000 $14,200 $ 846,800 ($2,139,210) $162,342
==============================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements
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<PAGE>
Callmate Telecom International, Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------
May 31, May 31,
2000 1999
-------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Operating activities
Net (loss) income $ (845,083) $ 17,825
-------------------------
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation 204,350 160,815
Foreign currency translation adjustment 131,382 23,266
(Increase) decrease in:
Cash held in trust 938,143 (1,095,225)
Accounts receivable 297,247 39,140
Other receivables, related parties 64,052 (654,797)
Other assets 161,061 105,298
Increase (decrease) in:
Accounts payable (349,716) 2,799,628
Accounts payable, related party 367,478 (23,706)
Accrued expenses 344,302 32,540
Deferred income (220,272) (375,277)
-------------------------
Total adjustments 1,938,027 1,011,682
-------------------------
Net cash provided by operating activities 1,092,944 1,029,507
-------------------------
Investing activities
Changes in restricted cash 11,186 3,290
Deposit on stock purchase and exchange agreement (500,000)
Acquisition of property and equipment (335,193) (749,824)
Purchase of investments (195,000)
-------------------------
Net cash used by investing activities (1,019,007) (746,534)
-------------------------
Financing activities
Proceeds from stockholder advances 1,249,875 249,985
Repayments on stockholder advances (1,500,000)
Proceeds from issuance of stock 850,000
-------------------------
Net cash (used) provided by financing activities (250,125) 1,099,985
-------------------------
Net (decrease) increase in cash and cash equivalents (176,188) 1,382,958
Cash and cash equivalents, beginning of period 2,164,992 1,013,506
-------------------------
Cash and cash equivalents, end of period $ 1,988,804 $ 2,396,464
=========================
</TABLE>
Supplemental disclosure of noncash financing activities:
In November 1998, the Company issued 1,500,000 shares of common stock valued
at $150,000 for offering costs in connection with a private placement
offering.
The accompanying notes are an integral part of the consolidated financial
statements
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<PAGE>
Callmate Telecom International, Inc.
Notes to Consolidated Financial Statements
Nine Months Ended May 31, 2000 and 1999 (Unaudited)
1. Financial Statements
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three- and nine-month periods ended May 31, 2000 and 1999,
(b) the financial position at May 31, 2000, and (c) cash flows for the nine-
month periods ended May 31, 2000 and 1999, have been made.
The unaudited consolidated financial statements and notes are presented as
permitted by Form 10-QSB. Accordingly, certain information and note disclosures
normally included in consolidated financial statements prepared in accordance
with generally accepted accounting principles have been omitted. The
accompanying consolidated financial statements should be read in conjunction
with the audited consolidated financial statements of the Company for the fiscal
year ended August 31, 1999. The results of operations for the three- and nine-
month periods ended May 31, 2000 are not necessarily indicative of those to be
expected for the entire year.
2. Going Concern
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. However, the Company has
sustained substantial losses for the nine months ended May 31, 2000 and the year
ended August 31, 1999. In addition, the Company has negative working capital of
approximately $3,070,000 at May 31, 2000 and its liabilities exceed its assets
by approximately $1,116,000 at May 31, 2000. These factors raise substantial
doubt about the Company's ability to continue as a going concern. These
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence. Management of the Company is currently seeking
additional revenue sources and expanding their customer base to mitigate the
above factors.
3. Acquisition of Investments
During the three-month period ended May 31, 2000, the Company purchased a 25
percent investment in Infonet Financials. The Company also acquired a 50
percent investment in Telenet Communications Limited. These investments are
being accounted for under the equity method of accounting.
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<PAGE>
Callmate Telecom International, Inc.
Notes to Consolidated Financial Statements
Nine Months Ended May 31, 2000 and 1999 (Unaudited)
4. Contingencies
The Company is currently the plaintiff in a lawsuit filed against a former
employee. The lawsuit, entitled Callmate Telecom International, Inc. vs. Selwyn
Wilson, filed by the Company with the County Court Circular, alleges that the
former employee embezzled an unspecified amount from the Company in March
through June 1999. The original trial date was scheduled for May 22, 2000, but
has been postponed to an unspecified date. The outcome of the lawsuit still
remains uncertain.
5. Subsequent Event
On October 30, 1999, the Company entered into an exchange and stock purchase
agreement with American Multicredit, Inc. (AMC), a Florida corporation, and
Diaspora Finance Limited (Diaspora), a Nevis, West Indies corporation. The
terms of the agreement called for the Company to purchase two shares of common
stock of AMC at a cost of $250,000 per share. In addition, the Company was
required to issue 3,500,000 shares of Class B common stock to the stockholders
of AMC and Diaspora in exchange for 500 and 501 shares of common stock of AMC
and Diaspora, respectively. As a result of the purchase and exchange, the
Company would own a 50.1 percent interest in both AMC and Diaspora. The
$500,000 paid by the Company to AMC as of May 31, 2000 has been reflected as a
deposit and has been included in prepaid expenses and other current assets in
the accompanying May 31, 2000 consolidated balance sheet.
Subsequent to May 31, 2000, the agreement with AMC and Diaspora was cancelled
and the Company received the full $500,000 back from AMC.
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<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion contains forward-looking statements and projections.
Because these forward-looking statements and projections are based on a number
of assumptions and are subject to significant uncertainties and contingencies,
many of which are beyond the Callmate's control, there is no assurance that they
will be realized, and actual results may vary significantly from those shown.
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING
FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY'S CONTROL, INCLUDING, WITHOUT LIMITATION, THE RISKS
DESCRIBED UNDER THE CAPTION "BUSINESS." SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-
LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
Callmate Telecom International, Inc. cautions readers that in addition to
important factors described elsewhere, the following important facts, among
others, sometimes have affected, and in the future could affect, the Company's
actual results, and could cause the Company's actual results during 2000 and
beyond, to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, Callmate Telecom International, Inc.
INCOME STATEMENT DATA
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------- -------------------------
May 31, May 31, May 31, May 31,
2000 1999 2000 1999
-----------------------------------------------------
<S> <C> <C> <C> <C>
Total revenue $ 5,245,830 $ 8,236,387 $11,780,822 $16,591,720
=====================================================
Net (loss) income $ (563,993) $ (220,264) $ (845,083) $ 17,825
=====================================================
Loss per common share
- basic and diluted $ (.04) $ (.02) $ (.06) $ .00
=====================================================
Shares used in per share
computation 14,200,000 13,740,043 14,200,000 12,524,931
=====================================================
</TABLE>
-7-
<PAGE>
BALANCE SHEET DATA
<TABLE>
<CAPTION>
May 31,
2000
-----------
<S> <C>
Total assets $ 6,546,700
===========
Working capital $(3,069,724)
===========
Long-term debt $ 0
===========
Stockholders' deficit $(1,115,868)
===========
</TABLE>
-8-
<PAGE>
RESULTS OF OPERATIONS
REVENUES
Revenues for the three-month period ended May 31, 2000 totaled $5,245,830, a
decrease of 36 percent from the $8,236,387 of revenues for the comparable period
in 1999. This decrease is attributable to the expansion into the European
telephone card market that occurred during the three-month period ended May 31,
1999 was not repeated during the three-month period ended May 31, 2000.
Revenues for the nine-month period ended May 31, 2000 totaled $11,780,822, a 29
percent decrease over the $16,591,720 of revenues for the comparable period in
1999. Much of this decrease is attributable to the expansion into the European
telephone card market that occurred during the three-month period ended May 31,
1999 was not repeated during the current period, which significantly influenced
revenues for the current nine-month period.
COST OF REVENUES
For the three months ended May 31, 2000, the cost of revenues decreased to
$5,081,736 from the $7,924,001 of costs for the three months ended May 31, 1999.
This decrease is mainly due to the expansion into the European market that only
occurred during the three-month period ended May 31, 1999.
Gross profit margin decreased one percent for the three months ended May 31,
2000 to a gross profit margin of three percent from an overall gross profit
margin of four percent for the three months ended May 31, 1999. This is
principally attributable to increasing competition in the telecommunications
market, which has squeezed margins over the past year.
For the nine months ended May 31, 2000, the cost of revenues decreased to
$10,609,379 from the $14,759,519 of costs for the nine months ended May 31,
1999. This decrease is mainly due to the brief expansion into the European
telephone card market that occurred during the three-month period ended May 31,
1999, as noted above.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three months ended May 31,
2000 were $729,077 as compared to $532,650 for the similar period last year.
This 37 percent increase of selling, general and administrative expenses is
principally attributable to an increase in rents paid during the three-month
period ended May 31, 2000 that were not payable in the previous period, as well
as increased administration costs due to the expansion of the company into
Pakistan.
-9-
<PAGE>
Selling, general and administrative expenses for the nine months ended May 31,
2000 were $2,040,683, or 17 percent of net revenues. For the comparable period
in 1999, selling, general and administrative expenses amounted to $1,814,376, or
11 percent of net revenues. The six percent increase is due to a reduction in
revenues during the three-month period ended May 31, 2000, in comparison to the
prior period, without a comparable reduction in overhead costs. Overhead costs
have increased despite the reduced revenues due to the company's expansion into
Pakistan.
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<PAGE>
INCOME TAXES
Due to the Company's history of operating losses, management has established a
valuation allowance in the full amount of the deferred tax assets arising from
these losses because management believes it is more likely than not that the
Company will not generate sufficient taxable income within the appropriate
period to offset these operating loss carryforwards.
NET INCOME
Net loss for the three months ended May 31, 2000 amounted to $563,993 as
compared to a net loss of $220,264 for the three months ended May 31, 1999.
This increase in net loss is principally attributable to a reduction in revenues
due to the company no longer operating in the European telecommunications card
market, and the card market in general. This significantly reduced revenues
during the current period.
Net loss for the nine months ended May 31, 2000 amounted to $845,083 as compared
to net income of $17,825 for the comparable period in 1999. The decrease in
income is primarily the result of a reduction in revenues for the nine-month
period ended May 31, 2000, largely due to the expansion into the European card
market during the three-month period ended May 31, 1999, which was not repeated.
In addition, there has been a reduction in gross profit margins in the market
over the last year due to increased competition.
EARNINGS PER SHARE
For the three months ended May 31, 2000, basic and diluted loss per share
amounted to $.04. For the comparable period in 1999, basic and diluted loss per
share amounted to $.02. The increase in loss per share is due principally to
the increase in net loss of $343,729.
For the nine months ended May 31, 2000, basic and diluted loss per share
amounted to $.06. For the comparable period in 1999, basic and diluted earnings
per share amounted to $.00. This decrease is due to the decrease in income to a
loss of $845,083 for the nine months ended May 31, 2000 from income of $17,825
for the nine months ended May 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
For the nine months ended May 31, 2000, net cash provided by operating
activities amounted to approximately $1,092,944, an increase from the net cash
provided by operating activities of $1,029,507 for the comparable period in
1999. The increase in cash provided is primarily the result of a reduction in
accounts receivable over the current period as card sales have been reduced to a
smaller percentage of revenues.
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<PAGE>
INVESTMENT ACTIVITIES
The Company's investment activities include equipment purchases, deposits for
stock purchases, investments, and net changes in restricted cash.
Net cash used by investing activities for the nine months ended May 31, 2000 was
approximately $1,019,007 as compared to net cash used by investing activities of
approximately $746,534 for the comparable period in 1999. The increase in cash
expended for investing activities is due primarily to a deposit of $500,000 for
an exchange and stock purchase agreement in October 1999, which has been
refunded subsequent to May 31, 2000.
FINANCING ACTIVITIES
The Company's financing activities include proceeds from stockholder advances.
Net cash of $250,125 was used by financing activities for the nine months ended
May 31, 2000 as compared to net cash provided of $1,099,985 by financing
activities for the nine months ended May 31, 1999. The decrease in cash
provided by financing activities results from repayments on stockholder advances
in the current period.
CAPITAL RESOURCES
At May 31, 2000, the Company does not have any material commitments for capital
expenditures other than for those expenditures incurred in the ordinary course
of business.
The Company believes that its current operations and cash balances, combined
with management seeking additional revenue sources and expanding their customer
base, will be sufficient to satisfy its currently anticipated cash requirements
for the next 12 months; however, no assurances can be given. Additional capital
could be required in excess of the Company's liquidity, requiring it to raise
additional capital through an equity offering, secured or unsecured debt
financing. The availability of additional capital resources will depend on
prevailing market conditions, interest rates, and the existing financial
position and results of operations of the Company.
-12-
<PAGE>
PART II. OTHER INFORMATION
Item 2. Legal Proceedings.
The Company is currently the plaintiff in a lawsuit filed against a former
employee. The lawsuit, entitled Callmate Telecom International, Inc. vs. Selwyn
Wilson, filed by the Company with the County Court Circular, alleges that the
former employee embezzled an unspecified amount from the company March 1999
through June 1999. The original trial date was scheduled for May 22, 2000 but
has been postponed to an unspecified date. The outcome of the lawsuit still
remains uncertain.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibit Description
------- -----------
27 Financial Data Schedule
B. Reports on Form 8-K
None.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CALLMATE TELECOM INTERNATIONAL. INC.
By: /s/ Mahmoud Hashmi
---------------------------------------
Mahmoud Hashmi
Chief Executive Officer
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