UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended September 30, 2000
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission File Number 0-30745
NEVER MISS A CALL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 88-0426807
--------------------------- -----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
206-455 Granville Street
Vancouver, B.C., Canada V6C 1T1
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (604) 682-7744
None
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Former Name, Address and Fiscal Year, if Changed Since
Last Report
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for 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
The number of shares outstanding of the registrant's common stock as of
September 30, 2000 was 1,700,000.
Registrant's common stock is listed on the OTCBB under the symbol "NVRM".
The aggregate market value of the voting common stock held by non-affiliates of
Registrant is $70,000, or $.10 per share.
Registrant's Form 10SB12G and all exhibits thereto, filed on June 2, 2000 are
incorporated herein by reference.
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PART I
ITEM 1. FINANCIAL STATEMENTS.
NEVER MISS A CALL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2000
and
For the Period From Incorporation on April 29, 1999
to
December 31, 1999
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DE VISSER & COMPANY
CHARTERED ACCOUNTANTS
401 - 905 West Pender Street
Vancouver, B.C., Canada V6C 1L6
Tel: (604) 687-5447
Fax: (604) 687-6737
REVIEW ENGAGEMENT REPORT
To the Shareholders of Never Miss a Call Inc.
We have reviewed the balance sheet and Statement of Shareholders' equity
of Never Miss A Call Inc. as at September 30, 2000 and the statements of
operations and deficit and cash flows for the nine month period then ended.
Our review was made in accordance with generally accepted standards for
review engagements and accordingly consisted primarily of enquiry, analytical
procedures and discussion related to information supplied to us by the
company.
A review does not constitute an audit and consequently we do not express an
audit opinion on these financial statements.
Based on our review, nothing has come to our attention that causes us to
believe that these financial statements are not, in all material respects, in
accordance with generally accepted accounting principles.
DE VISSER & COMPANY
CHARTERED ACCOUNTANTS
Vancouver, B.C.
November 1, 2000
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<TABLE>
<CAPTION>
NEVER MISS A CALL INC.
(A Development Stage Company)
BALANCE SHEET
As at
September 30 December 31
2000 1999
(U.S.$) (U.S.$)
<S> <C> <C>
A S S E T S
-----------
Current
Cash $ 46,572 $ 4,002
========== ==========
L I A B I L I T I E S
---------------------
Current
Accounts payable $ 400 $ 400
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S T O C K H O L D E R S' E Q U I T Y
-------------------------------------
Share capital (note 4)
Authorized: 25,000,000 common
shares, par value $0.001 per share
Issued: 1,700,000 common shares
(1999 - 1,000,000) $ 75,000 $ 5,000
Deficit accumulated during the
Development Stage (28,828) (1,398)
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46,172 3,602
---------- ----------
46,572 4,002
========== ==========
</TABLE>
Continuance of Operations (note 3)
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<TABLE>
<CAPTION>
NEVER MISS A CALL INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
For the nine month period ended September 30, 2000
(Comparative for the Period from Incorporation on April 29, 1999
to December 31, 1999)
Cumulative
Amounts
Date of For the Incorporation
Incorporation period ended to
(April 29, 1999) September 30, December 31,
to September 30,2000 2000 1999
(U.S.$) (U.S.$) (U.S.$)
<S> <C> <C> <C>
Revenue
-------
Interest income $ 1,881 $ 1,881 $ -
------------ ------------ ------------
General and Administrative Expenses
-----------------------------------
Bank charges 219 214 5
Consulting 1,552 1,552 -
Office and Miscellaneous 5,437 4,904 533
Professional fees 9,077 8,677 400
Rent 312 312 -
Trust and filing 14,112 13,652 460
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30,709 29,311 1,398
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Loss for the period (28,828) (27,430) (1,398)
Deficit-beginning of period - (1,398) -
------------ ----------- ----------
Deficit-end of period (28,828) (28,828) (1,398)
============ =========== ==========
Weighed average number of
shares outstanding 1,620,803 635,616
=========== ==========
Loss per share $ (0.02) $ (0.00)
=========== ==========
</TABLE>
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<TABLE>
<CAPTION>
NEVER MISS A CALL INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the nine month period ended September 30, 2000
(Comparative for the Period from Incorporation on April 29, 1999
to December 31, 1999)
Cumulative
Amounts
Date of
Incorporation For the Incorporation
(April 29, 1999) Period ended To
to September 30, September 30, December 31,
2000 2000 1999
(U.S.$) (U.S.$) (U.S.$)
<S> <C> <C> <C>
Cash Provided By (Used For):
Operating Activities
Net loss for the period (28,828) (27,430) (1,398)
Adjustment to reconcile net
loss to cash provided by
operations:
-increase in accounts
payable 400 - 400
----------- ----------- ----------
(28,428) (27,430) (998)
Financing Activity
Proceeds from the issue of
share capital 75,000 70,000 5,000
------------ ----------- ----------
Net Cash Provided During The
Period 46,572 42,570 4,002
Cash-Beginning of Period - 4,002 -
------------ ----------- ----------
Cash - End of Period 46,572 46,572 4,002
============ =========== ==========
</TABLE>
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<TABLE>
<CAPTION>
NEVER MISS A CALL INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDER'S EQUITY
Additional Total
Common Paid-in Accumulated Stockholders'
Stock Capital Deficit Equity
--------- ---------- ----------- -----------
U.S.$ U.S.$ U.S.$ U.S.$
<S> <C> <C> <C> <C>
Shares issued 1,000 4,000 - 5,000
Net loss (1,398) (1,398)
-------- -------- ---------- ----------
Balance December 31, 1999 1,000 4,000 (1,398) 3,602
Shares issued 700 69,300 70,000
Net loss (27,430) (27,430)
-------- -------- ---------- ----------
Balance September 30, 2000 1,700 73,300 (28,828) 46,172
======== ======== ========== ==========
</TABLE>
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NEVER MISS A CALL INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For the nine month period ended Setember 30, 2000 and the period
from Incorporation on April 29, 1999 to December 31, 1999
1. THE CORPORATION AND ITS BUSINESS
Never Miss A Call Inc. was incorporated in the State of Nevada, United States
of America on April 29, 1999 under the Nevada Revised Statutes, Chapter 78,
Private Companies.
The Company has offices in Reno, Nevada, U.S.A. and Vancouver, B.C. The
Company is in its development stage and to date its activities have been
limited to initial organization and capital formation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
These financial statements have been prepared in United States of America
dollars using United States of America Generally Accepted Accounting
Principles.
The Company has not yet determined and established its accounting policies
and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance with Financial Accounting
Standards No. 128 FAS No. 128. Basic loss per share is computed by dividing
losses available to common stockholders by the weighted-average number of
common shares outstanding during the period. Diluted loss per share reflects
the per share amounts that would have resulted if dilutive common stock
equivalents had been converted to common stock. No stock options were
available or granted during the periods pre basic and diluted loss per share
are the same for all periods presented.
3. The Company has not yet adopted any policy regarding the payment of
dividends. No dividends have been paid since inception.
3. GOING CONCERN
The Companys financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. The Company currently has no source of revenue. The ability of
the Company to continue as a going concern is dependent upon its ability to
raise substantial amounts of equity funds for use in administrative and
investment activities.
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4. SHARE CAPITAL
Authorized
The authorized share capital consists of 25,000,000 shares of common stock
with a par value of $0.001.
Issued
1,000,000 common shares were issued at $0.005 per share for a consideration
of $5,000 and 700,000 common shares were issued at $0.10 per share for a
consideration of $70,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
---------------------
Registrant has not yet commenced full business operations and has only realized
minimal revenue of $1,881 for the period from inception to the quarter ended
September 30, 2000, which all consisted of interest income.
Registrant had a net loss of $28,828 for the period from inception to the
quarter ended September 30, 2000, resulting in a net loss per share of $.02.
General and administrative expenses for the period from inception to the
quarter ended September 30, 2000 were $30,709, and consisted primarily of
professional fees in the amount of $9,077, representing legal and accounting
fees incurred in the filing of Registrant's initial public offering documents
pursuant to Rule 504, Regulation D of the Securities Act of 1933, as
amended and $14,112, representing Trust and Filing fees.
LIQUIDITY AND CAPITAL RESOURCES
At the quarter ended September 30, 2000 and at the year ended December 31, 1999,
Registrant's primary sources of liquidity included cash and cash equivalents of
$46,572 and $4,002, respectively. Cash in the bank at the quarter ended
September 30, 2000 was the balance of proceeds raised in Registrant's initial
public offering conducted in the State of Nevada, pursuant to Rule 504 of
Regulation D.
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Registrant believes that its existing cash balance and future operating cash
flows will be sufficient for near term operating needs. The extent to which
such sources will be sufficient to meet Registrant's anticipated cash
requirements is subject to a number of uncertainties, the most important of
which is Registrant's ability to generate sufficient cash flow to support its
proposed business operations.
UNCERTAINTIES RELATING TO FORWARD-LOOKING STATEMENTS
Certain parts of this Form 10-QSB may contain "forward-looking statements"
within the meaning of the Securities Exchange Act of 1934, as amended, based on
current management expectations. Actual results could differ materially from
those in the forward-looking statements due to a number of uncertainties,
including, but not limited to, those discussed in this section. Factors that
could cause future results to differ from these expectations include general
economic conditions particularly related to demand for Registrant's services;
changes in business strategy; competitive factors (including the introduction
or enhancement of competitive services); pricing pressures; changes in
operating expenses; inability to attract or retain consulting, sales and/or
development talent; changes in customer requirements; and/or evolving industry
standards.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
A) All exhibits required to be filed herein are incorporated by reference to
Registrant's Form 10SB, previously filed with the Commisson on June 2, 2000.
B) There were no reports on Form 8-K filed during the quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf the
undersigned thereunto duly authorized.
NEVER MISS A CALL, INC.
Dated: November 14, 2000 By:/s/ Cal Woodruff, President and
Director
Dated: November 14, 2000 By:/s/ Robert Gelfand, Secretary,
Treasurer, Vice President and Director
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