<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
NEVER MISS A CALL, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0426807
(State of incorporation) (I.R.S. Employer Identification No.)
206-455 Granville St., Vancouver, B.C., Canada V6C 1T1
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number (604) 682-7744 Ext. 1000
Securities to be registered pursuant to 12(b) of the Act: NONE
Securities to be registered pursuant to 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
-------
Never Miss A Call, Inc., (the "Company") was incorporated in the State of
Nevada on April 29, 1999. The Company was formed as a telecommunications
services provider, specializing in low-cost voice communications solutions.
The Company raised a total of $70,000 in a public offering pursuant to an
exemption provided by Rule 504 of Regulation D, promulgated under the
Securities Act of 1933, as amended.
Industry Overview
-----------------
Currently telecommunications is an essential service in North America and
Europe. Telephone services offered are currently priced to be geared
towards the middle class consumer. As there is a sizeable and growing
group of people who need a telephone number but cannot afford one, there is an
opportunity for telephone service providers who wish to serve the lower income
market.
The availability of low cost personal computer-based telecommunications
equipment makes it within reach for a small-scale entrepreneur to start to
provide telephone services at a price that low-income/small business consumers
can afford and yet still make a profit.
The number of unemployed job seekers and working poor in Canada and the United
States is very large and extremely widespread. Furthermore, this figure is
increasing yearly as the number of high-paying manufacturing jobs are replaced
by lower-paying, less secure service sector jobs. The advantage of shared
telephone systems to this market is the fact that it is independent of a home
address and thus enables the subscriber to move to where the work is in their
community. When moving from one calling area to another, it is often difficult
to afford a new telephone right away. The low cost of starting up with a shared
telephone service means that subscribers can establish themselves in a new
community more quickly.
Similarly, the number of small businesses operated as a primary or secondary
enterprise by the small business owner is on the rise. Reducing costs is
imperative for many small business owners to survive in a highly competitive
marketplace. For many of these small entrepreneurs, it is necessary to have a
second business phone number. A low cost, shared phone service is one way in
which a business owner can cut costs. Once again, the low start-up cost is the
key to attracting this type of consumer, as they are already taking on sizeable
risks in starting up a business venture of their own.
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In a pilot test of the Company's services in Vancouver, British Columbia, the
Company found that the average unemployed user (the 'worst case' scenario) would
be willing to pay between $5 and $10 per month for voice mail services alone.
Based on this figure, it is estimated that if telephone service was included
with the package, the figure could be between $8 and $12 per month. This figure
assumes that the average user accesses the system once every two days via pay
phone. The advantage for the franchisee is that these "pay phone" costs are
included in a basic up-front monthly fee. The estimated average amount of time
that a voice mail subscriber would subscribe to the service is four months. Most
subscribers discontinue service because they have found a job and can then
afford a personal phone. As the cost of phone service increases with the
privatization of the telephone market, the ability of a low-income wage earner
to purchase a personal telephone will decrease. At this time, the Company feels
that a shared telephone service may likely become a popular alternative for
these wage earners, as well as those about to enter the job market.
At present, the conventional telephone service providers do not adequately serve
either of these markets. Cellular and paging services offer only a partial
solution for many of these users and are often financially out of reach. Many
low-income or small business consumers have poor or non-existent credit ratings,
as well, which often severely limits their ability to seek telecommunications
options.
Furthermore, with the universality of Internet communications in North America,
there is an opportunity for a network of low-cost, shared telephone networks to
provide services that transcend the jurisdictions of local calling areas. The
possibility of providing a form of "one number" capability over multiple calling
areas for minimal cost, compared to 800 and 900 calling services, could become a
prominent feature of the Company's franchise system as the network grows.
Products and Services
---------------------
Lifeline Software and System
The Company's sole officer and director, Cal Woodruff, custom developed the
Company's proprietary Lifeline software. This automated software package was
designed to allow a commercial venture to run a voice mail system entirely by
automation. The software package was designed to run on any simple PC operating
system, with a special peripheral card allowing multiple phone lines to be
connected.
In February, 2000, the Company purchased a computer system for the Lifeline
automated voice mail system and software from PC Galore, an unrelated third
party in Richmond, British Columbia, Canada. In addition, the Company Purchased
a Dialog/4 voice card for the Lifeline automated voice mail system from Cygcom,
an unrelated third party in Ontario, Canada.
Since development, the Lifeline System has been continuously tested and
improved. Some of its features are as follows:
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Automatic payment system. When a payment number ("paycode") is used in
conjunction with an "assignment" box, the Lifeline system automatically assigns
the user a new box number and creates a random security code and updates the
subscription by the value of the payment code. If the user wants to add more
time to an existing box, he/she simply dials a number, enters the box number and
security code, presses 4 from the main menu and follows the directions at the
voice prompt.
- A "free trial" feature for new users. This feature will automatically
assign the user a new box and security code for a week.
- An administrator can create new paycodes and a comma-delimited ASCII
file with all of his/her paycodes from the command line or from Lifeline.
This file can be viewed from any spreadsheet or database program. A consumer
could use this file ("paycodes.csv") to print up phone cards. The Lifeline
program keeps information on which box used the paycode, when the paycode was
created and when it was used. The Company has created and tested 200 paycodes
valued at 2 months each. Paycodes were printed on 8 1/2 x 11 sheets with full
instructions regarding how to use the paycodes.
- A command line utility to expunge used paycodes has also been created
and tested. This application backs up the original file and then creates a
new paycode file that contains only the unused paycodes.
- Command line programs to delete paycodes arbitrarily and a program to
regenerate the paycode file from the Paycode.csv file are currently in
development.
- A paging feature has been implemented where a subscriber can be
notified by the voice mail system of when a new message has arrived.
- A forwarding feature has been implemented where a user can forward a
received message to another box on the system.
- The voice mail system will support prompts in up to 10 different
languages, thus permitting product penetration into multi-ethnic markets both
domestically and abroad.
Subscribers will be able to sign up for the Lifeline services by dialing
(604) 682-7744, Ext. 2000 and entering a special code number ("#1234"). They
willthen be assigned a new box number and security code automatically for one
month. Payment is made through the mail to the Company's P.O. Box address and
is fully explained on the phone system. The tentative price point is $12.00 for
individual purchases, plus $2.00 for handling and $10.00 for 2 months service.
Following confirmation of subscription, a "payment code" will be mailed to the
subscriber.
The Franchise Model
The Company developed a franchise model that provides the ability for a large
number of users to share a small number of telephones. Each user will have
their own private telephone number at which messages may be stored. This
messaging system may be accessed using any touch tone telephone. In addition
to the voice messaging system, there will be a network of publicly accessible
telephones at convenient locations in the calling area serviced.
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Connected via wire or cellular service to a central computer. The central
computer will be the main mechanism for routing calls for a given franchise.
Each of these telephone 'outlets" operated by the franchisee will act to
advertise the services of the franchisee, as well as other products and
services. Both voice and display advertising on the unit itself will be
utilized. The franchisee can then sell voice mail, paging and long
distance services through the retail outlet. An additional attraction of
this system for the retailer hosting the system will be a direct connection to
emergency services via the telephone outlet.
Any member of the public could use the system to make a time-limited call.
Subscribers to the system will be able to purchase extra telephone time.
This telephone time would include voice mail. Accessing the voice mail
would not be considered part of the telephone time used, rather getting a
message on the voice mail would be an incentive to use the paid-up time on the
subscription.
Furthermore, it would be extremely easy to add paging as an additional
service on the system. Extra time would be paid for either by purchase of
a subscription or a telephone card for additional time.
Proprietary Data
----------------
The Company has registered the domain name www.nevermissacall.com and has
entered into a web hosting contract with www.addr.com to host its website.
The Company is currently developing and designing the website.
Marketing and Advertising
-------------------------
The Company intends to market its services and franchise model in
telecommunications trade publications and at telecommunications and
entrepreneurial marketing expositions.
In addition, the Company intends to enter into contracts with independent
sales representatives and franchisees in specific target markets, such as
those with a high concentration of telephone users who are under servicedd by
conventional telephone markets. Publications that cater to new
telecommunications consumers and small business operators will also be used
to advertise, promote and sell the voice mail and paging services.
The Company feels its best marketing tool will be the 'free phone"
available in local area businesses for limited use by potential customers.
It is possible that with wide enough dissemination of the telephone units,
advertising other goods and services alone will pay for the cost of
maintaining the units. Each of these telephone units will be advertised
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with a large sign on the outside of the business announcing, "FREE VOICEMAIL"
thereby attracting potential subscribers to the business and aiding the
existing business by creating potential new customers.
The Company has commenced a limited print advertising campaign for its
voice mail services in selected newspapers in Canada. The initial ad
campaign is being designed and consists of a business-card size ad with
"FREE Voice Mail" as the headline. The ad will also contain the Company's
website address and information on how to subscribe. The trial ad campaign
will include one month of free trial service to induce potential subscribers to
sign up and try the services. This free trial period has been increased
from the one week free trial, which the Company intends to offer once it has
established a client base.
Competition
-----------
The Company is not aware of any other systems similar to its Lifeline
System which are in use anywhere in the world.
Some of the advantages of the Company's system over the conventional
telephone alternatives are:
1 . The risk related to maintaining the equipment is entirely carried by
the retailer or franchisee.
2. Minimal start-up costs for the end user of the system. The main
problem with current personal telephone, voice messaging, paging and cellular
systems are the high start-up costs.
3. The combination of voice messaging with included telephone time
solves the problem of having to use public telephones to access paging and
voice mail, which can become extremely costly with heavy use.
4. A franchisee would not have to maintain a retail location and could
easily run their business from their home. This is an advantage for
potential franchisees who have a limited amount of capital to start a
business.
5. This technology can be adapted and exported around the world.
Office Facilities
-----------------
The Company's executive offices are currently located at 206-455 Granville St,
Vancouver, B.C. , Canada, the offices of its President, on a rent-free
basis. As the Company's business operations expand, it intends to lease office
space at competitive rental rates in the Vancouver, B.C., Canada area.
Employees
---------
At the present time, the Company has no employees, other than its officers
and directors, who are not paid for their services.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
-----------------
The Company expects its current cash in the bank, in addition to the
revenues it expects to derive from sales of its products and services to
satisfy its cash requirements for business operations for at least the next
12 months without having to raise additional funds or seek bank loans.
The Company currently has over 260 free trial subscribers, which it is
attempting to convert to paid subscribers.
At December 31, 1999, the Company's fiscal year end, the Company had not yet
generated any revenues and for the three month period ended March 31, 2000,
the Company had revenues of $351, which was all interest income.
At December 31, 1999, the Company had not yet expended any significant
amount of money for research and development, as the proprietary software was
developed and tested by Cal Woodruff, an officer, director and principal
shareholder. For the three month period ended March 31, 2000, the Company
expended $2,164 in expenses, $1,273 of which was attributed to office and
miscellaneous expense. During the next 12 months, the Company intends to
spend approximately $5,000 on advertising,marketing and promotion of its
products and services.
During the next 12 months, the Company does not intend to purchase any
significant property or equipment.
Results of Operations
---------------------
During the fiscal year ended December 31, 1999, the Company had no revenues
and incurred net operating losses of $1,398 U.S., all of which comprised
general and administrative expenses. For the three month period ended
March 31, 2000, the Company had revenues of $351 and incurred net operating
losses of $1,813 U.S., all of which comprised general and administrative
expenses.
Net cash provided by financing activities for the fiscal year ended
December 31, 1999 was $5,000 and $70,000 for the period ended March 31,
2000.
The ability of the Company to continue as a going concern is dependent on
its ability to generate revenues or raise funds through sale of its equity
securities for use in administrative and investment activities.
ITEM 3. DESCRIPTION OF PROPERTY
The Company does not currently own any property other than its proprietary
software and domain name.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock beneficially owned on December 31, 1999, and at March 31,
2000, for (i) each shareholder known by the Company to be the beneficial
owner of five (5%) percent or more of the Company's outstanding Common
Stock, (ii) each of the Company's executive officers and directors, and
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(iii) all executive officers and directors as a group. At December 31, 1999,
there were 1,000,000 shares of the Company's Common Stock issued and
outstanding and at March 31, 2000, there were 1,700,000 Shares
("Shares") of the Company's Common Stock issued and outstanding.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Amount and Nature of
of Beneficial Beneficial Percent of
Owner (1) Ownership (2) Class
---------------- --------------------- ----------
Cal Woodruff 500,000 Direct 30%
206-455 Granville Street
Vancouver, B.C., Canada V6C 1T1
Robert Gelfand 500,000 Direct 30%
#30B Cedar Tower
President Park
Sukhumvit Sol 24
Klongtooey
Bangkok, Thailand 10110
-------------------------------
All Executive Officers and
Directors as a group (2 persons) 1,000,000 60%
</TABLE>
(1) The persons named above, who are the only officers, directors and
principal shareholders of the Company, may be deemed to be "parents" and
"promoters" of the Company, within the meaning of such terms under the
Securities Act of 1933, by virtue of their direct holdings in the Company.
These persons are the only "promoters" of the Company.
(2) In general, a person is considered a "beneficial owner" of a security
if that person has or shares the power to vote or direct the voting of such
security, or the power to dispose of such security. A person is also
considered to be a beneficial owner of any securities of which the person
has the right to acquire beneficial ownership within (60) days.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND SIGNIFICANT EMPLOYEES
The following table sets forth the names, positions with the Company and
ages of the executive officers and directors of the Company. Directors are
elected at the Company's annual meeting of shareholders and serve for one
year or until their successors are elected and qualify. Officers are
elected by the Board and their terms of office are, except to the extent
governed by employment contract, at the discretion of the Board.
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<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position(s)
---- --- -----------
Cal Woodruff 37 President, CEO
and Director
Robert Gelfand 34 Executive V.P.,
Secretary, Treasurer
and Director
</TABLE>
Background of Officers and Directors
------------------------------------
Cal Woodruff has been the President, CEO and a Director of the Company
since inception. Since 1996, he has also been the Coordinator of DERA Voice
Mail Service for DTE Residents Association in Vancouver, B.C., Canada, where he
created a successful low-cost voice mail system for individuals without
telephones from the ground up, one of only two such systems in Canada.
From 1997 to 1999, he was a Computer Trainer for Neil Squire Foundation in
Burnaby, B.C., Canada, where he trained mentally and physically disabled
people on various aspects of computer usage. In 1997, he was also a
Contract Programmer for Norsat International of Surrey, B.C., Canada, where he
developed custom file comparison programs in Canada for Intel format binary
files. Mr. Woodruff devotes full time to the business of the Company.
Robert Gelfand has been the Executive Vice President, Secretary, Treasurer
and a Director of the Company since inception. From July 1996 to the
present, he has also been an owner of StarAsia Capital Group Co. Ltd., a
venture capital company located in Bangkok. From September 1997 to June,
1998, he was an officer, director and principal shareholder of Golf Innovations
Corp., a publicly-traded Nevada corporation engaged in the business of
marketing and distributing golf-related products. From August 1998 to April
1999, he was an officer, director and principal shareholder of Pac-Rim
Consulting, Inc., a publicly-traded Nevada corporation engaged in the business
of real estate consulting. From August 1997 to January 1999, he was an
officer, director and principal shareholder of Meximed Industries, Inc., a
publicly-traded Nevada corporation engaged in the business of distributing
medical products. From January 1995 to June, 1996, he was a self-employed
financial consultant and from October 1991 to January 1995, he was a Partner
and Managing Director of Mountain Sharpshooters, a photography company in
Whistler, B.C., Canada. He graduated from the University of British Columbia
in 1989 with a Bachelor's Degree in Commerce(Finance) and holds a Chartered
Financial Analyst ("CFA") designation. Mr. Gelfand devotes his time as required
to the business of the Company.
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ITEM 6. EXECUTIVE COMPENSATION
The Company's officers and directors do not presently receive a salary
for their services and there are currently no plans to implement any such
compensation. They are, however, reimbursed for any out-of-pocket expenses
incurred on behalf of the Company.
Employment Agreements
---------------------
The Company's officers and directors are not currently party to any
employment agreements with the Company. The Company presently has no
pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, the Company may adopt such plans in the
future. There are presently no personal benefits available to directors,
officers or employees of the Company.
ITEM 7. DESCRIPTION OF SECURITIES
At December 31, 1999, there were 1,000,000 shares of the Company's common
stock issued and outstanding and at March 31, 2000, there were a total
of 1,700,000 shares of the Company's Common Stock issued and outstanding.
Common Stock
------------
The authorized capital stock of the Company consists of 25,000,000 shares
of Common Stock, par value $.001 per share. The holders of Common Stock
(i) have equal ratable rights to dividends from funds legally available
therefor, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all of the assets of the
Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii)
do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and
(iv) are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote. All shares of Common Stock now outstanding
are fully paid for and non-assessable. Reference is made to the Company's
Articles of Incorporation, By-Laws and the applicable statutes of the State
of Nevada for a more complete description of the rights and liabilities of
holders of the Company's securities.
Non-cumulative Voting
---------------------
The holders of shares of Common Stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such
outstanding shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose, and, in such event, the holders
of the remaining shares will not be able to elect any of the Company's
directors.
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Cash Dividends
--------------
As of the date of this registration statement, the Company has not paid any
cash dividends to stockholders. The declaration of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent conditions. It
is the present intention of the Company not to pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business.
Reports
-------
The Company will furnish and annual financial reports to stockholders,
certified by its independent accountants, and will furnish unaudited
quarterly financial reports.
Stock Transfer Agent
--------------------
The Company's stock transfer agent is Transfer Online, 227 S.W. Pine
Street, Suite 300, Portland, Oregon.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS
At December 31, 1999, there were 2 shareholders of record and at March 31,
2000, there were 35 shareholders of record of the Company's Common Stock.
The Company's Common Stock is currently listed for trading in the "pink
Sheets" under the trading symbol, "NVRM"; however, no trading has yet
commenced.
ITEM 2. LEGAL PROCEEDINGS
Management of the Company believes there are no material legal proceedings
filed, or to the Company's knowledge, threatened against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
DeVisser & Company, independent chartered accountants, have been the
Company's only auditors since inception and there have been no disagreements
between the Company and DeVisser & Company.
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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In May 1999, a total of 1,000,000 shares of restricted Common Stock were
issued to the Company's officers and directors in exchange for
organizational services and expenses, proprietary rights, business plans
and cash in the amount of $5,000 U.S.
In January, 2000, the Company issued 700,000 shares of Common Stock,
at a price of $.10 per share to 33 investors pursuant to an offering under
Rule 504 of Regulation D, promulgated under the Securities Act of 1933,
approved by the State of Nevada Securities Division and raised a total of
$70,000 to be used for general operations of the Company.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Articles of Incorporation and By-Laws of the corporation,
the Company may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of her position, if she acted in
good faith and in a manner she reasonably believed to be in the best
interest of the Company. In certain cases may advance expenses incurred in
defending any such proceeding. To the extent that the officer or director
is successful on the merits in any such proceeding as to which such person
is to be indemnified, the Company must indemnify her against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors or officers
pursuant to the foregoing provisions, the Company is informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy, as expressed in said Act and is, therefore,
unenforceable.
PART F/S
The financial statements and supplementary data are included herein.
FINANCIAL STATEMENTS AND EXHIBITS
Following are the audited Financial Statements of the Company for the
period from inception to December 31, 1999 and for the period ended March 31,
2000, prepared by Management and reviewed by DeVisser & Company,
independent Chartered Accountants.
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Never Miss A Call, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2000
and
For the Period From Incorporation on April 29, 1999
to
December 31, 1999
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D E V I S S E R & C O M P A N Y
CHARTERED ACCOUNTANTS
401 - 905 West Pender Street
Vancouver, BC 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 March 31, 2000 and the statements of operations
and deficit and cash flows for the three 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 principals.
DeVisser and Company
CHARTERED ACCOUNTANTS
Vancouver, British Columbia
November 1, 2000
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Never Miss A Call, Inc.
(A Development Stage Company)
BALANCE SHEET
As at
<TABLE>
<CAPTION>
March 31 December 31
2000 1999
(US$) (US$)
A S S E T S
<S> <C> <C>
Current
Cash $ 72,589 $ 4,002
============ ============
</TABLE>
<TABLE>
<CAPTION>
L I A B I L I T I E S
<S> <C> <C>
Current
Accounts payable $ 800 $ 400
----------- -------------
</TABLE>
<TABLE>
<CAPTION>
S T O C K H O L D E R S' E Q U I T Y
Share Capital (note 4)
<S> <C> <C>
Authorized: 25,000,000 common shares,
par value $0.001 per share $ 75,000 $ 5,000
Issued: 1,700,000 common shares (3,211) (1,398)
(1999 - 1,000,000) ----------- -----------
Deficit accumulated during the 71,789 3,602
Development Stage ----------- -----------
$ 72,589 $ 4,002
=========== ===========
Continuance of Operations (note 3)
</TABLE>
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Never Miss A Call, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
For the three month period ended March 31, 2000
(Comparative for the Period from Incorporation on April 29, 1999
to December 31, 1999)
<TABLE>
<CAPTION>
Cumulative For the Incorporation
amounts period ended to
Date of March 31 December 31
Incorporation 2000 1999
(April 29, 1999) to (US$) (US$)
March 31, 2000
(US$)
<S> <C> <C> <C>
Revenue
Interest income $ 351 $ 351 $ -
---------- ----------- ----------
General and
Administrative Expenses
Bank charges 46 41 5
Office and
Miscellaneous 1,806 1,273 533
Professional fees 800 400 400
Trust and filing 910 450 460
---------- ----------- ----------
3,562 2,164 1,398
---------- ----------- ----------
Loss for the period (3,211) (1,813) (1,398)
Deficit-Beginning
of period - (1,398) -
---------- ----------- -----------
Deficit-end of period (3,211) (3,211) (1,398)
========== =========== ===========
Weighed average number
of shares outstanding 1,580,769 635,616
=========== ===========
Loss per share $ (0.01) $ (0.00)
=========== ===========
</TABLE>
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Never Miss A Call, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the three month period ended March 31, 2000
(Comparative for the Period from Incorporation on April 29, 1999 to
December 31, 1999)
<TABLE>
<CAPTION>
Cumulative For the Incorporation
amounts Period ended to
Date of March 31 December 31
Incorporation 2000 1999
(April 29, 1999) (US$) (US$)
to March 31, 2000
(US$)
<S> <C> <C> <C>
Cash Provided By
(Used For):
Operating Activities
Net loss for the period (3,211) (1,813) (1,398)
Adjustment to reconcile
net loss to cash
provided by operations;
- increase in accounts
payable 800 400 400
------------ ----------- ---------
(2,411) (1,413) (998)
Financing Activity
Proceeds from the issue
of share capital 75,000 70,000 5,000
------------ ----------- ---------
Net Cash Provided
During The Period 72,589 68,587 4,002
Cash-Beginning of
Period - 4,002 -
------------ ----------- ---------
Cash - End of Period 72,589 72,589 4,002
============ =========== =========
</TABLE>
17
<PAGE>
Never Miss A Call, Inc.
(A Development Stage Company)
STATEMENT OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
Total
Common Stock Additional Accumulated Stockholders'
Paid-in Capital Deficit Equity
------------ --------------- ----------- -------------
US$ US$ US$ US$
<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 ( 1,813) (1,813)
----------- ----------- ----------- -----------
Balance
March 31, 2000 1,700 73,300 ( 3,211) 71,789
============ =========== =========== ===========
</TABLE>
18
<PAGE>
Never Miss A Call, Inc.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For the three month period ended March 31, 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, USA and Vancouver, British Columbia,
Canada. 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) "Earnings Per Share". 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
period 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 Company's 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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<PAGE>
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 $0.01 per share for a
consideration of $70,000.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Never Miss A Call, Inc.
By:/s/ Cal Woodruff, President and Director
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of Registrant in the capacities and on the
dates indicated:
By:/s/ Cal Woodruff, President and Director
Date: November 7, 2000
By:/s/ Robert Gelfand, Secretary, Treasurer,
Vice President and Director
Date: November 7, 2000
20
<PAGE>
