UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Act of 1934
INFOCALL COMMUNICATIONS CORP.
(Name of Small Business issuer in its charter)
FLORIDA 11-3144463
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8000 Towers Crescent Drive, Suite 640, Vienna, VA 22182
(Address of principal executive offices)
(703) 734-5650
(Issuer's telephone number)
Securities registered or to be registered pursuant to Section
12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered or to be registered pursuant to Section
12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class)
On November 30, 1999 the Registrant had outstanding 8,536,930
shares of Common Stock, par value $0.0001 per share.
<PAGE>
INFOCALL COMMUNICATIONS CORP.
FORM 10-SB
PART I PAGE
- ------ ----
ITEM 1 DESCRIPTION OF BUSINESS 3
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF 5
FINANCIAL CONDITION AND RESULTS OF OPERATION
ITEM 3 DESCRIPTION OF PROPERTIES 13
ITEM 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 13
OWNERS AND MANAGEMENT
ITEM 5 DIRECTORS, OFFICERS, PROMOTERS & CONTROL PERSONS 14
ITEM 6 EXECUTIVE COMPENSATION 16
ITEM 7 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17
ITEM 8 DESCRIPTION OF SECURITIES 17
PART II
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ITEM 1 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S 18
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
ITEM 2 LEGAL PROCEEDINGS 19
ITEM 3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 19
ITEM 4 RECENT SALES OF UNREGISTERED SECURITIES 20
ITEM 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS 20
ITEM 6 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 20
PART F/S
FINANCIAL STATEMENTS FS/1-FS/15
PART III
- --------
ITEM I INDEX TO EXHIBITS 21
ITEM 2 DESCRIPTION OF EXHIBITS 21
SIGNATURES 22
<PAGE>
PART l
ITEM 1. DESCRIPTION OF BUSINESS
The Company
The Company, which is headquartered in the technology rich
Northern Virginia area, was incorporated on February 1,
1993 under the name of InFocall Communications, Corp. In
August, 1995, control of the Company was acquired by the
present management to redirect the Company into the human
resources, outsourcing and information technology staffing
and consulting. In January, 1998, the Company began the
development of an Internet based information technology
recruiting and career services known as the
IT*CareerNet.com. The Company is currently operating
IT*CareerNet.com as a division of InFocall Communications,
Corp.
In September, 1999, the Company created an infrastructure
delivery vehicle through which technology companies
possessing superior products and/or services can be
assisted by the Company's operating divisions in obtaining
three of the most critical ingredients that will make their
businesses successful; personnel, technology and capital.
Without any one of these three ingredients, the potential
for the success of these client companies is severely
limited. The Company presently operates three divisions:
INFe-Ventures, INFe-Human Resources, and IT*CareerNET.com.
The Company has plans to add a fourth division, INFe-
Technologies which will perform technology valuation and
related consulting services.
The INFe-Ventures division ("Ventures") performs financial
and business consulting services for clients. Ventures
identifies and screens E-Commerce, Internet and other
technology companies for incubation and investment.
Ventures performs valuation services, and assists early,
mid and semi-mature stage companies in designing and
managing capital formation strategies, forming strategic
alliances, and obtaining the technology resources necessary
to achieve their business objectives. Ventures was formed
by the Company in late 1999 and earns consulting fees from,
and equity positions in, its client companies as well as
planned fees from individuals through a program being
designed to train independent, but somewhat affiliated,
merger and acquisition business advisors.
The INFe-Human Resources division ("Resources") provides
staff leasing and human resource management services
through professional employer organizations ("PEO's") for
its client base including serving as their benefits
provider and administrator, payroll processor and personnel
management source. Resources plans to acquire the two PEOs
whose services it is currently reselling and will derive
its revenues as a percentage of its clients' total payroll
costs.
Additionally, through its IT*CareerNET.com division, the
Company operates its own Internet recruiting service.
IT*CareerNET.com is a trade name developed by the Company
in January 1998, and contributes revenues from search and
placement fees paid by client companies as well as from
planned career management fees from individual subscribers
and from affinity programs. IT*CareerNET.com also provides
<PAGE> 3
information technology ("IT") staffing services whereby the
Company provides its customers, under service contracts up
to one year in duration, with IT professionals to service
their short-term project needs.
The Company believes that it is assembling a unique
combination of products and services whose targeted
customers are in the fastest growing segment of the United
States economy technology. While the Company, like many
others, will be positioned to assist its clients in
obtaining the necessary capital to grow their businesses,
it will also be in the unique position of providing payroll
and human resource services and perhaps more importantly in
recruiting technology talent (perhaps an even rarer
resource in today's economy than investment dollars). This
combination will allow the Company's clients to focus
greater amounts of their time and efforts on advancing
their business models and help them develop the competitive
edge they need to succeed.
Competition
The markets for all of the Company's products and services
are highly competitive. Furthermore, the Company expects
the markets for its products and services to become
increasingly more competitive as more companies enter them
and offer competition in price, support, additional value
added services, and quality, among other factors.
A number of companies currently offer competitive products in
the Company's target markets. Ventures' primary competitors
include both public and private companies engaged in venture
capital financing activities such as NASD- CMGI and NASD-ICGE as
well as the recent growth in venture capital/investment
operations arms of technology companies such as AT&T, Lucent,
Microsoft and EMC among many others. In addition to having more
experience and established track records, the vast majority of
these competitors have larger pools of both investment capital
and skilled employees than the Company.
Resources operates in a very fragmented market of PEO's with no
large dominant market leaders. The larger PEO's, which are
better capitalized than the Company, include Administaff
(partially owned by American Express), Employee Solutions and
Vincam Solutions of ADP. In addition to the relatively large
universe of small PEOs, the Company also competes against
traditional well-capitalized providers of payroll and human
resource services such as ADP, Paychex and Ceridian as well as
accounting software companies that offer out-sourced payroll
services, such as Quick Books, and traditional in-house payroll
operations.
IT*CareerNET.com faces significant competition from traditional
IT recruiting firms, which have or are currently developing web-
based operations as well as a significant number of newer,
primarily web-based, recruiters such as CareerBuilder.com,
HotJobs.com, ComputerJobs.com, and many others. On the IT
staffing side, IT*CareerNET.com faces competition from a large
number of small technical staffing firms as well as larger firms
<PAGE> 4
such as Analysts International, Compuware, Computer Horizons and
the Big Five consulting arms. The majority of
IT*CareerNET.com's competitors are better capitalized and have
greater market recognition.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The following is a discussion of the financial condition
and results of operation of the Company as of the date of
this Registration Statement. This discussion and analysis
should be read in conjunction with the Company's audited
Financial Statements including the Notes thereto which are
included elsewhere in this Form 10-SB.
Overview
In January 1998, the Company began operations of its
IT*CareerNET.com trade name as an Internet recruiting and
IT staffing service. This operation generated all the
revenues in the fiscal year ended February 28, 1999 and
substantially all the revenues generated in the nine month
period ended November 30, 1999. This division is expected
to increase its revenues through both: (1) internal growth
of the Internet recruiting business which generates
revenues from search and placement fees paid by client
companies, from planned career management fees from
individual subscribers, and from affinity programs, and;
(2) through acquisitions of IT staffing companies.
Predicated upon obtaining the necessary financing and
capital investments, the Company projects revenues over
the next twelve months to increase dramatically, primarily
due to the acquisition based strategy of IT staffing
companies and through significant planned investments made
in staffing and enhancing the Company's Internet based
recruiting product and service--both of which are key
assumptions used to project future years growth for this
division.
In September 1999, the Company began implementing its
strategy to transition itself into an Internet
infrastructure company by identifying three key business
activities and structuring them into three operating
divisions, INFe-Ventures, INFe-Technologies, and INFe-
Human Resources.
The INFe-Ventures division generated its first revenues in
the last three months of the nine month period ended
November 30, 1999. These revenues were generated through
its corporate venture consulting services. This division
is expected to grow substantially as its cadre of
consulting financial professionals graduate from planned
training programs and begin selling the Venture products
and services to clients. As the Company has not yet
offered the planned training programs and due to market
fluctuations regarding investments in start-up technology
companies, it is difficult to project the revenues
expected from the INFe-Ventures Division.
<PAGE> 5
The INFe-Human Resources division has generated no revenue
through the nine month period ended November 30, 1999, but
is expected to generate its first revenue stream by the
end of the first quarter ending February 28, 2000. The
initial revenue streams are expected to be derived from a
partnering program, which allows the Company to resell
outsourced human resource services (professional employer
organization, "PEO", services) to its client base,
however, the Company does not expect to have a substantial
revenue stream from these activities. The Company
projects the majority of its revenue growth in this
division to come from acquisitions of PEO companies. The
first of these planned PEO acquisitions are expected to
take place during the fiscal quarter ending February 28,
2000.
In addition to the three established divisions discussed
above, the Company intends to establish a fourth division,
INFe-Technologies, at some time in the future. This
division will serve as a technology/software analysis and
development arm to the Company.
Net operating loss
The Company has accumulated approximately $933,000 unused
net operating loss carry-forwards as of November 30, 1999
which may be offset against taxable income in future
years. The use of these losses to reduce income taxes
will depend on the generation of sufficient taxable income
prior to the expiration of the net operating loss carry-
forwards. The carry-forwards will begin to expire in the
year 2008 through the year 2019. No tax benefit has been
recorded for the tax year ended February 28, 1999 and the
nine months ended November 30, 1999. Certain tax returns
have not been filed since February 28, 1995 and therefore
net operating loss and contribution carry-forwards may not
be available.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued
Statement of Financial Accounting Standard (SFAS) No. 128,
Earnings Per Share and Statement of Financial Accounting
Standards No. 129 Disclosures of Information about an
Entity's Capital Structure. SFAS No. 128 provides a
different method of calculating earnings per share than
was used in accordance with Accounting Principles Board
Opinion No. 15, Earnings Per Share. SFAS No. 128 provides
for the calculation of Basic and Dilutive earnings per
share. Basic earnings per share includes no dilution and
is computed by dividing income available to common
shareholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per
share reflect the potential dilution of securities that
could share in the earnings of an entity, similar to fully
diluted earnings per share. SFAS No. 129 establishes
standards for disclosing information about an entity's
capital structure. SFAS No. 128 and SFAS No. 129 are
effective for financial statements issued for periods
ending after December 15, 1997. Their implementation is
not expected to have a material effect on the financial
statements.
<PAGE> 6
The Financial Accounting Standards Board has also issued
SFAS No. 130, Reporting Comprehensive Income and SFAS No.
131, Disclosures about Segments of an Enterprise and
Related Information. SFAS No. 130 establishes standards
for reporting and display of comprehensive income, its
components and accumulated balances. Owners and
distributors to owners define comprehensive income to
include all changes in equity except those resulting from
investments. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized
under current accounting standards as components of
comprehensive income be reported in a financial statement
that displays with the same prominence as other financial
statements. SFAS No. 131 supersedes SFAS no. 14 Financial
Reporting for Segments of a Business Enterprise. SFAS no.
131 establishes standards on the way that public companies
report financial information about operating segments in
annual financial statements and requires reporting of
selected information about operating segments in interim
financial statements issued to the public. It also
establishes standards for disclosure regarding products
and services, geographic areas and major customers. SFAS
No. 131 defines operating segments as components of a
company about which separate financial information is
available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate
resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements
for periods beginning after December 15, 1997 and requires
comparative information for earlier years to be restated.
The Company had no items of comprehensive income during
the period for which financial statements are being
presented. The Company has determined that it does not
have any separately reportable business segments for the
nine months ended November 30, 1999 and for the year ended
February 28, 1999.
Inflation
In the opinion of management, inflation will not have a
material effect on the operations of the Company.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-
looking statements. The Company wishes to advise readers
that actual results may differ substantially from such
forward-looking statements. Forward-looking statements
involve risks and uncertainties that could cause actual
results to differ materially from those expressed in or
implied by the statements, including, but not limited to,
the following: the ability of the Company to meet its cash
and working capital needs, the ability of the Company to
successfully market its product, and other risks detailed
in the Company's periodic report filings with the
Securities and Exchange Commission.
TREND ANALYSIS
The Company's IT*CareerNET.com division is currently
seeking to acquire an IT consulting company which is
<PAGE> 7
currently generating annual revenues of approximately $2.5
million with annual gross profits of approximately
$500,000. The funds to be used for this acquisition are
to be provided by the proceeds of the sales of stock
pursuant to a Regulation D, Rule 506 ("Rule 506 Offering")
promulgated by the U.S. Securities and Exchange Commission
("SEC").
IT*CareerNET.com's business plan calls for the Company to
continue its growth and to reach $100 million in revenue
over three years through a series of strategic
acquisitions, internal growth built through significant
sales and marketing campaigns and Internet affinity
programs. IT*CareerNET.com plans on acquiring fifteen IT
staffing companies with annual revenues of approximately
$5 million each. Total combined annual revenues from these
acquisitions are expected to be approximately $75 million
with an approximate combined earnings before interest,
income taxes, depreciation and amortization ("EBITDA") of
12% or $9 million. Additional revenues will come from
existing contracts, banner advertising and a vast array of
planned Internet affinity programs that will be sold to
IT*CareerNET.com's growing base of IT job seekers. This
database currently has over 100,000 resumes and email
addresses of technology professionals.
INFe-Human Resources has projected its growth through a
series of planned acquisitions. The annual revenues from
the first of these planned acquisitions are projected to
be approximately $20 million with an approximate EBITDA of
3%. The division plans to increase its market presence by
investing heavily in sales and marketing campaigns.
Once initial funding and acquisitions are completed, the
Company should qualify for stock listing on a national
stock exchange, and the Company will then pursue a
secondary stock offering to further grow its CORE business
and complete additional acquisitions. If the Company is
able to raise the necessary funding and complete its
planned acquisitions on a timely basis, CORE annual
revenues and net income are expected to exceed $200
million and $10 million, respectively, within three years.
Liquidity and Capital Resources
Since the Company's inception, the Company has funded its
cash requirements through sales of its stock pursuant to
offerings in accordance with SEC Regulation D, Rule 504,
as well as, Rule 506 Offerings, through the issuance of
its stock in lieu of cash compensation, a small bank loan
and limited sales activity.
As of the fiscal year ended February 28, 1999, the Company
had total assets of $118,956 and total liabilities of
$155,792, resulting in a stockholders' deficit of
$36,836. Losses have been funded in part by stock sales,
issuances of stock in lieu of cash compensation, and by a
small bank loan. The Company has conducted several Rule
504 offerings and one 506 offering. The Company received
the proceeds of the Rule 506 Offering during the nine
month period ending November 30, 1999. At November 30,
<PAGE> 8
1999, the Company had total assets of $293,391 and total
liabilities of $539,666, and a stockholders' deficit of
$246,275. The Company's current assets at November 30,
1999, totaled $200,107.
Financial Conditions and Results of Operations
A summary of our audited balance sheets for the year ended
February 28, 1999, and for the nine month period ended
November 30, 1999, are as follows:
<TABLE>
<CAPTION>
As of November 30, 1999 As of February 28, 1999
----------------------- -----------------------
<S> <C> <C>
Cash and CD $ 167,227 $ 0
Current Assets $ 200,107 $ 44,200
Total Assets $ 293,391 $ 118,956
Current Liabilities $ 226,409 $ 148,301
Total Liabilities $ 539,666 $ 155,792
Total Stockholders Deficit $(246,275) $ (36,836)
Total Liabilities &
Stockholders Deficit $ 293,391 $ 118,956
</TABLE>
Summary Revenue Statement
The following summarizes the results of the Company's
operations for the year ended February 28, 1999 and the
nine month period ended November 30, 1999.
Statement of Operations
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
November 30, 1999 February 28, 1999
----------------- ----------------
<S> <C> <C>
Revenue $ 392,701 $ 57,520
Cost of Revenues $ 234,832 $ 28,304
Gross Profit $ 157,869 $ 29,216
Operating Expenses $ 829,380 $ 641,044
Loss from operations $ (671,511) $ (611,828)
Other (Income)
Expense, Net $ 13,180 $ 4,865
</TABLE>
<PAGE> 9
Contd...
Statement of Operations
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
November 30, 1999 February 28, 1999
----------------- -----------------
<S> <C> <C>
Net Loss $ (684,691) $ (616,693)
Loss Per Share
Basic $ (0.09) $ (0.09)
Diluted $ (0.09) $ (0.09)
</TABLE>
Plan of Operation
The Company plans to execute its vision of becoming a
premier provider of "INFe-Structure" for technology
companies by first acquiring and assembling the necessary
products and personnel to deliver all of the IT
professionals and back-office services that emerging
technology companies must have to thrive. In order to do
this, the Company initially plans to raise the necessary
capital to complete planned acquisitions of the two PEOs
whose services it is currently reselling. Concurrent with
the raising of capital, IT*CareerNET.com will complete the
development of the IT*CareerNET.com as "THE" place for IT
professionals to advance and continuously manage their
careers and "THE" place for technology companies to
acquire the needed talent to advance their businesses.
In addition to earning fees from corporate customers from
searches and from hires, IT*CareerNET.com will launch a
new service to individual IT professionals whereby
individual IT professionals can hire IT*CareerNET.com as
their personal career manager to find them the position
they seek, anywhere in the world. IT*CareerNET.com uses
its proprietary software, "ASAP", to automate the resume
selection and review functions. The software gives
IT*CareerNET.com an edge over its competitors as does its
approach to making both the hiring company as well as the
individual IT professional its customer. Traditional job
posting and recruiting web sites are generally designed to
serve only the corporate client, often to the neglect of
the individual job seeker. With the professional Career
Manager Program, the individual job seeker has a champion
in the process. The use of ASAP software gives
IT*CareerNET.com a cost advantage since it enables
IT*CareerNET.com to automate a majority of the search and
screening process (including on-line technical testing
capability), before an individual is brought in for a
face-to-face interview.
With IT*CareerNET.com's ability to recruit and staff IT
professionals and Resources' ability to provide outsourced
human resource services to corporate clients in place, the
Company will begin to market more aggressively and sell
these services within the Washington, DC to Boston
corridor. Over the next one to three years, the Company
plans to acquire four to five other PEOs in other regions
of the country to become a nation-wide provider of
outsourced human resource services. In addition, the
Company plans to acquire several small IT staffing
companies (initially targeting companies located in the
metropolitan Washington, DC area) whereby the Company can
not only hire and recruit
<PAGE> 10
individuals for its customers longer-term employee needs,
but also provide its customers with contract IT
professionals to meet their shorter-term technical
staffing needs.
While Human Resources and IT*CareerNET.com are
implementing their respective growth plans, Ventures will
begin its training program for self-employed individuals
interested in becoming advisors to early stage companies
in capital formation and business development while at the
same time continuing its strategy of providing such
consulting services to emerging technology companies.
Over the next one to three years Ventures plans to build a
cadre of trained business consultants from whom it can
expand its client/deal flow and open other offices and
training facilities in other major metropolitan areas
throughout the U.S. When sufficient client successes can
be demonstrated, over the next two to five years, the
Company, through Ventures, plans to establish private
investment partnerships to fund its own client deal flow.
In addition, within three years, the Company plans to have
its own offshore software development capability through
which it can assist its clients in a variety of needed
ways.
The Company's customers are primarily individuals and
companies in information technology fields. However, the
products it offers, especially the PEO services, which are
particularly attractive to companies with one hundred or
fewer employees, could be offered to other industries
given the necessary resources. Emerging technology
companies will seek out the Company's services due to the
breadth of services, the competitive pricing, especially
by IT*CareerNet.com, and the savings of time and money
through employee leasing. Individual IT professionals
will seek out IT*CareerNet.com as a career management and
job placement tool.
Management of the Company believes that it is offering a
unique collection of products and services targeted toward the
rapidly growing technology sector. Small emerging companies
have a need for capital, talented IT professionals, and
technology and do not have the time or expertise to write
business plans, pitch potential investors, recruit personnel,
acquire technology, and develop payroll and benefit systems--
all while attempting to focus the greatest amount of their
efforts on advancing their own products and/or services in the
marketplace. The Company is developing the products and
services to do all of these things for them.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This Registration Statement on Form 10-SB contains forward-
looking statements made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995.
Such statements consist of any statement other than a
recitation of historical facts and can be identified by
words such as "may," "expect," "anticipate," "estimate,"
"hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative
thereof or other variations thereon or comparable
terminology. These forward-looking statements
<PAGE> 11
are based largely on the Company's expectations and are
subject to a number of risks and uncertainties, including
but not limited to, those risks associated with economic
conditions generally and the economy in those areas where
the Company has or expects to have assets and operations.
Competitive and other risk factors affecting the Company's
operations, markets, products and services and risks
relating to existing litigation, attorney general
investigations, taxes owed, and associated costs arising
out of the Company's activities and the matters discussed
in this report; risks relating to changes in interest rates
and in the availability, cost and terms of financing; risks
related to the performance of financial markets; risks
related to changes in domestic and foreign laws,
regulations and taxes; risks related to changes in business
strategy or development plans; risks related to the
outcomes of the pending lawsuits against the Company and
the associated costs; risks associated with future
profitability; and other factors discussed elsewhere in
this report and in documents filed by the Company with the
Securities and Exchange Commission. Many of these factors
are beyond the Company's control. Actual results could
differ materially from these forward-looking statements.
In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in
this registration on Form 10-SB will, in fact, occur. The
Company does not undertake any obligation to revise these
forward-looking statements to reflect future events or
circumstances and other factors discussed elsewhere in this
report and the documents filed by the Company with the
Securities and Exchange Commission.
Year 2000 Compliance
The Company has reviewed its computer systems and
operations to determine the extent to which the business
will be vulnerable to potential errors and failures as a
result of the Year 2000 problem. The year 2000 problem
results from the use of computer programs which were
written using only two digits (rather than four digits) to
define applicable years. On January 1, 2000, any clock or
date recording mechanism, including date sensitive
software using only two digits to represent the year,
could recognize a date using 00 as the year 1900, rather
than the year 2000. This could result in system failures
or miscalculations, causing disruptions of operations,
including, among other things, a temporary inability to
process transactions, send invoices, provide services or
engage in similar activities. These failures,
miscalculations and disruptions could have a material
adverse effect on the Company's business, operations, and
financial conditions. The Company believes the software
and hardware components in its systems are Y2K compliant,
and the Company has taken steps to make sure its developed
systems are Y2K compliant and the system components are
Y2K compliant.
The Company has made inquiries to its outside suppliers to
ascertain if such suppliers are Y2K compliant. At this
time, management is satisfied that such suppliers have
made or are making appropriate examinations and necessary
upgrades to insure Y2K readiness. However, the Company
does not depend exclusively on one supplier, and,
therefore, does not anticipate any significant
interruption in materials and supplies in the event that
<PAGE> 12
any particular supplier experiences Y2K problems. Although
the Company does not anticipate any material adverse
effects, it cannot guarantee that no disruption in
products or services will occur if multiple suppliers
experience Y2K problems.
The Company has not experienced and does not anticipate
any extraordinary expenses related to Y2K. The Company
will continue to monitor its internal systems and keep in
close touch with its outside suppliers to insure that its
operations are not materially affected by Y2K. Currently,
the Company does not have contingency plans in place to
deal with unanticipated Y2K disruptions if they occur.
Such unanticipated disruptions could have an adverse
effect on the Company's operation.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company's principal executive and administrative
offices are located in leased premises in Vienna,
Virginia, a suburb of Washington, DC. The administrative
offices occupy 1,711 square feet at 8000 Towers Crescent
Drive, Suite 640, Vienna, Virginia 22182. The Company
anticipates that it will require additional office space,
as the current space is not sufficient to meet the
expansion plans of the Company. However, the Company
believes that the current location will allow for its
expansion needs.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth certain information
regarding the beneficial ownership of the Company's common
stock as of November 30, 1999 by (i) each person (or group
of affiliated persons who, to the knowledge of the
Company, is the beneficial owner of five percent or more
of the Company's outstanding common stock, (ii) each
director and each named executive officer of the Company
and (iii) all directors and executive officers of the
Company as a group. Except as otherwise noted, the
Company believes that the persons listed in this table
have sole voting and investment power respecting all
shares of Common Stock owned by them. The business
address of each director and named executive officer
listed below is the Company's corporate address, 8000
Towers Crescent Drive, Suite 640, Vienna, Virginia 22182.
<PAGE> 13
<TABLE>
<CAPTION>
Table 1. Security Ownership of Certain Beneficial Owners
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
- -------------- ------------------- ------------------- ----------
<S> <C> <C> <C>
Common Stock Phase 3 Management 2,260,000 26.5%
Corporation
Common Stock William DeRosa
1948 Hays Lane
Woodland, CA 95776 1,250,000 14.6%
</TABLE>
<TABLE>
<CAPTION>
Table 2. Security Ownership of Management
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
- -------------- ------------------- ------------------- ----------
<S> <C> <C> <C>
Common Stock Thomas M. Richfield
510 Tobacco Quay
Alexandria, VA 22314 1,200,000 14.1%
Common Stock Gus Mechalas
416 Wyndon Road
Ambler, PA 19002 350,000 4.1%
</TABLE>
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of
the date of this Registration Statement with respect to
the directors and executive officers of the Company. A
summary of the background and experience of each of these
individuals is set forth after the table. The executive
officers serve at the discretion of the Company's Board of
Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Thomas M. Richfield 58 President/CEO
Gus Mechalas 65 Executive Vice President, Chief Technology
Officer
David Dodd 43 Regional Vice President, Information
Technology Consulting
</TABLE>
<PAGE> 14
Thomas M. Richfield Board Chairman, President & CEO
Mr. Richfield has over twenty-five years experience in
corporate business management, personnel and technical
services, including merger acquisition, initial public
offerings (IPO), reverse mergers, funding and capital
formation.
Mr. Richfield acquired control on INFE in 1995 through a
reverse merger agreement and is now positioning the Company
for rapid growth utilizing Internet based opportunities and
his combined knowledge of business, technology, human
resources and the Internet. His multi-faceted experience
is unique in that it encompasses the key disciplines of the
staffing and human resource services industry and key
elements of business management including ownership,
management, marketing, sales, acquisitions, franchising,
training, automation, and financing for both public and
private companies. Mr. Richfield is also a co-founder of
ASAP Solutions, Inc., a software development company
recognized for its Resumes/ASAP software, which is
currently used by the Company as the primary search and
retrieval system for its IT*CareerNET.com applicant and
jobs database.
Prior to entering the Personnel Services Industries, Mr.
Richfield was employed by the IBM and Hewlett Packard
Corporations. His early experience was in computer systems
development, sales and marketing. Mr. Richfield attended
the University of Delaware where he studied business and
finance and later attended the Philadelphia Institute of
Technology where he graduated with a major in Electronics
Engineering.
Gus Mechalas - Executive Vice President, Chief Technology Officer
& board member
Mr. Mechalas has over sixteen years of management and
technical recruiting experience in the computer industry.
As Vice President, he is responsible for the management of
the Philadelphia office of the IT*CareerNET.com. This
includes new business development, recruiting and staff
management. He is also responsible for the management of
the Company's resume database and computer operations and
serves on the Company's Web site development team. Prior
to joining the Company he was founder of Acropolis
Services, now ASAP Solutions, Inc., a software development
company, which produced the Company's current Resumes/ASAP
search and retrieval product.
Prior to joining the Company, he was employed by Unisys
Corporation where he was responsible for developing an HMO
system for the health care industry. He has served in
various management and sales positions including Comserv,
as Vice President of Marketing, and Philco-Ford as Eastern
regional Sales Manager of their Computer Services Network
Division. Mr. Mechalas received a BA in education from
Eastern Illinois University. Mr. Mechalas resides in a
suburb of Philadelphia.
<PAGE> 15
David Dodd Regional Vice President, Information Technology
Consulting
Mr. Dodd has over ten years of project management and
consulting experience. Formerly the President of
Acromatech, Inc. a technology consulting company, Mr. Dodd
grew a start up company to over $2 million in sales in
less than three years. Clients included Mobil Oil,
Dyncorp, SAIC and several government contract companies.
Mr. Dodd has a Bachelor of Arts degree in Math Education
from the University of Arizona.
ITEM 6. EXECUTIVE COMPENSATION
The officers of the Company have not received cash
compensation in the past, nor are they receiving cash
compensation at the present time, except for David Dodd,
as reflected below. Compensation has been given in the
form of common stock of the Company. The following table
sets forth the compensation received by officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payout
-------------------- -------------------- --------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Year Salary Bonus Other Restricted Securi- LTIP All
Principal ($) ($) Annual Stock ties Payout Other
Position Compen- Awards Under- Compen-
sation ($) lying sation
Options
- --------- ---- ------ ----- ------ ---------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas M. 1999 -0- -0- -0- -0- 114,897 -0- -0-
Richfield, 1998 -0- -0- -0- -0- 140,910 -0- -0-
CEO 1997 -0- -0- -0- -0- -0- -0- -0-
Gus 1999 -0- -0- -0- -0- 63,179 -0- -0-
Mechalas, 1998 -0- -0- -0- -0- 63,708 -0- -0-
EVP 1997 -0- -0- -0- -0- -0- -0- -0-
David Dodd 1999 9,219 -0- -0- -0- -0- -0- -0-
Vice 1998 -0- -0- -0- -0- -0- -0- -0-
President 1997 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
<PAGE> 16
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The president of the Company has loaned the Company money
to fund current operations. At November 30, 1999 and
February 28, 1999, the Company was indebted to president
for $41,616 and $29,817, respectively.
On December 31, 1997, the Company sold their investment in
a subsidiary to a related party for $260,000. Interest was
paid at a rate of 7.67% per annum compounded semiannually.
At November 30, 1999 and February 28, 1999, the balance of
the note receivable was $-0- and $25,000, respectively.
The President was compensated for services rendered for
the periods ended November 30, 1999 and February 28, 1999
through the issuance of 200,000 and 1,000,000 shares of
restricted, Rule 144(A), common stock. Those shares were
valued at $140,810 and $114,897, and is included in the
operating expenses on the statement of operations for the
periods ended November 30, 1999 and February 28, 1999,
respectively.
ITEM 8. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company has 20,000,000 authorized shares of common
stock, $0.0001 par value per share, of which 8,536,930
shares are issued and outstanding as of November 30,
1999. All shares of common stock outstanding are legally
issued, fully paid and non-assessable. Holders of the
common shares are entitled to one vote per share with
respect to all matters that are required by law to be
submitted to a vote of the shareholders. Holders of the
common stock are not entitled to cumulative voting. The
common stock has no redemption, preemptive or sinking
fund rights. Holders of the common stock are entitled to
dividends, when, as and if declared by the Board of
Directors from funds legally available therefore. Future
dividend policy will be determined by the Board of
Directors of the Company in light of financial need and
earnings, if any, of the Company and other relevant
factors. In the event of liquidation, dissolution or
winding up of the Company, holders of common stock are
entitled to share proportionately all the remaining
assets of the Company, after satisfaction of the
liabilities of the Company.
PREFERRED STOCK
The Company is not authorized to issue any shares of
preferred stock.
<PAGE> 17
TRANSFER AGENT
The transfer agent for the Company is American Securities
Transfer & Trust, Inc., whose address is 12039 West
Alameda Parkway, Suite Z2, Lakewood, CO 80228.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON AND OTHER STOCKHOLDER MATTERS
The Company's common stock is quoted on the OTC Bulletin
Board under the symbol "INFEE." On December 11, 1997 the
Board of Governors of the National Association of
Securities Dealers, Inc. ("NASD") approved a series of
changes for the OTC Bulletin Board, which affect the
Company. The principal changes include: (i) a rule that
only those companies that report their current financial
information to the SEC, banking or insurance regulators
will be included for quotation on the OTC Bulletin Board,
(ii) that brokers must review current financial
statements on a company they are recommending before they
recommend a transaction in an OTC security, and (iii)
that prior to the initial purchase of an OTC security,
every investor must receive a standard disclosure
statement prepared by the NASD emphasizing the
differences between the OTC securities and other market-
listed securities, such as those traded on the NASDAQ
Stock Market, Inc. This Registration Statement is being
filed on Form 10-SB with the SEC to register the
Company's common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended, to comply
with the above-stated rule change. In the event the
Company's proposed Registration Statement is not declared
effective, the Company's securities would not be eligible
for continued quotation on the OTC Bulletin Board, which
would materially and adversely affect the liquidity in
the Company's common stock.
PRICE RANGE OF COMMON STOCK
In November of 1994, the Company obtained the symbol,
"INFE" and application was made for trading on the NASD
OTC Bulletin Board system. The first active trading in
the shares of the Company began in November, 1994. The
following table sets forth for the periods indicating the
high and low closing prices of the Company's common stock
for the past three years, as reported on the OTC Bulletin
Board. The following quotations are over-the-market
quotations and, accordingly, reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may
not represent actual transactions.
<PAGE> 18
<TABLE>
<CAPTION>
COMMON STOCK
QUARTER 1999 TRADE 1998 TRADE 1997 TRADE
HIGH HIGH HIGH
LOW LOW LOW
- ---------- ------------- ------------- -------------
<S> <C> <C> <C>
1st Quarter 1.073 0.2343
0.3646 0.0833
2nd Quarter 0.719 3.3696 1.1485
0.479 0.651 0.5
3rd Quarter 0.5 1.6146 0.646
0.3076 0.5523 0.2656
4th Quarter 0.7345 0.6253 0.2243
0.3595 0.2813 0.094
</TABLE>
NO DIVIDENDS ANTICIPATED TO BE PAID
The Company has not paid any cash dividends on its common
stock since its inception and does not anticipate paying
cash dividends in the foreseeable future. The future
payment of dividends is directly dependent upon future
earnings of the Company, its financial requirements and
other factors to be determined by the Company's Board of
Directors, in its sole discretion. For the foreseeable
future, it is anticipated that any earnings which may be
generated from the Company's operations will be used to
finance the growth of the Company, and that cash
dividends will not be paid to Common Stockholders.
ITEM 2. LEGAL PROCEEDINGS
The Company is subject to claims and lawsuits that arise
primarily in the ordinary course of business. It is the
opinion of management that the disposition or ultimate
resolution of such claims and lawsuits will not have a
material adverse effect on the financial position of the
Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Hoffman, Morrison and Fitzgerald, PC is the Company's
independent auditor at the present time. The Company has
no disagreements with the reports issued by their
auditors.
<PAGE> 19
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In 1997, the Company issued 725,000 shares of its common
securities pursuant to Rule 701 of the Act. These shares
were issued to employees and consultants, in accordance
with plans adopted by the Board of Directors for services
rendered to the Company.
In 1998, the Company issued 1,220,000 shares of its
common securities pursuant to Rule 701 of the Act. These
shares were issued to employees and consultants, in
accordance with plans adopted by the Board of Directors
for services rendered to the Company.
In 1999, the Company issued 1,261,800 shares of its
common securities pursuant to Rule 701 of the Act. These
shares were issued to employees and consultants, in
accordance with plans adopted by the Board of Directors
for services rendered to the Company.
In 1999, the Company conducted a Regulation D, Rule 506
offering of its securities. The Company received a total
consideration of $305,000, as the Company conducted its
own offering, without the benefit of an underwriter. A
total of 1,130,000 shares were sold. The offering
concluded on November 10, 1999.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company will
indemnify its directors and executive officers and may
indemnify its other officers, employees and agents to the
fullest extent allowed by Florida law. The Company is
also empowered under its Bylaws to enter into
indemnification agreements with its directors and
officers and to purchase insurance on behalf of any
person it is required or permitted to indemnify.
There is no pending litigation or proceeding involving a
director or officer of the Company as to which
indemnification is being sought, nor is the Company aware
of any pending or threatened litigation that may result
in claims for indemnification by any director or officer.
ITEM 6. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company is presently in the process of changing its
name to INFe.com, Inc. Regarding this change, the
Company has called a special meeting of the shareholders
to vote on this matter. In connection with the special
meeting, the Company is soliciting proxies from its
shareholders, which would appoint proxies to vote at the
special meeting. No other matters have been submitted to
a vote of the shareholders.
<PAGE> 20
PART F/S
The Company's financial statements for the fiscal year
ended February 28, 1999 and the nine month period ended
November 30, 1999 have been examined to the extent
indicated in the reports of Hoffman, Morrison and
Fitzgerald, PC, independent certified public accountants,
and have been prepared in accordance with generally
accepted accounting principles and pursuant to Regulation
SB as promulgated by the SEC and are included herein.
<PAGE>
Infocall Communications Corp.
-----------------------------
Financial Statements
For the Nine Months Ended
November 30, 1999
And for the Year Ended
February 28, 1999
With Independent Auditors'
Report
<PAGE>
Infocall Communications Corp.
Financial Statements
For the Nine Months Ended November 30, 1999
And for the Year Ended February 28, 1999
With Independent Auditors' Report
- -----------------------------------------------------------------------------
CONTENTS PAGE
- -----------------------------------------------------------------------------
Independent Auditors' Report 1
Financial Statements:
Balance sheets 2
Statements of operations 3
Statements of changes in stockholders' equity (deficit) 4
Statements of cash flows 5
Notes to Financial Statements 6-15
<PAGE>
INDEPENDENT AUDITORS' REPORT
- -----------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
INFOCALL COMMUNICATIONS CORP.
Vienna, Virginia
We have audited the accompanying balance sheets of INFOCALL COMMUNICATIONS
CORP. (the "Company") as of November 30, 1999 and February 28, 1999, and the
related statements of operations, changes in stockholders' equity and cash
flows for the nine months ended November 30, 1999 and for the year ended
February 28, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of INFOCALL COMMUNICATIONS
CORP. as of November 30, 1999 and February 28, 1999 and the results of its
operations and its cash flows for the nine months ended November 30, 1999
and the year ended February 28, 1999 in conformity with generally accepted
accounting principles.
McLean, Virginia
December 3, 1999, except Note G and O
which is as of December 23, 1999
<PAGE>
Infocall Communications Corp.
Balance Sheets
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 117,227 $ -
Certificate of deposit - restricted 50,000 -
Trade accounts receivable, net 32,880 19,200
Note receivable - 25,000
------------ ------------
Total current assets 200,107 44,200
PROPERTY AND EQUIPMENT, net 24,246 23,075
OTHER ASSETS:
Software development costs 38,010 51,681
Deferred costs 25,000 -
Deposits 6,028 -
------------ ------------
Total other assets 69,038 51,681
------------ ------------
$ 293,391 $ 118,956
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Line of credit - bank $ 45,000 $ -
Note payable 12,245 12,245
Capital lease obligation 4,589 4,050
Accounts payable 122,958 102,189
Loan payable - shareholder 41,616 29,817
------------ ------------
Total current liabilities 226,408 148,301 0
OTHER LIABILITIES:
Capital lease obligation 3,978 7,491
Liability for stock to be issued 309,280 -
------------ ------------
Total other liabilities 313,258 7,491
TOTAL LIABILITIES 539,666 155,792
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' DEFICIT:
Common stock, $.0001 par value;
20,000,000 shares authorized
8,536,930 and 7,421,930 shares issued
and outstanding at November 30, 1999 and
February 28, 1999, respectively 854 742
Additional paid-in capital 1,227,145 752,005
------------ ------------
Accumulated deficit (1,474,274) (789,583)
------------ ------------
Total stockholders' deficit (246,275) (36,836)
------------ ------------
$ 293,391 $ 118,956
============ ============
- -------------------------------------------------------------------
2
The accompanying notes are an integral part of these
financial statements.
<PAGE>
Infocall Communications Corp.
Statements of Operations
- -------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
For the Nine For the Twelve
Months Ended Months Ended
November 30, 1999 February 28, 1999
----------------- -----------------
<S> <C> <C>
REVENUE $ 392,701 $ 57,520
COST OF REVENUES 234,832 28,304
---------------- ----------------
Gross profit 157,869 29,216
OPERATING EXPENSES 829,380 641,044
---------------- ----------------
Loss from operations (671,511) (611,828)
OTHER (INCOME) EXPENSES:
Bad debts 2,000 7,060
Depreciation and amortization 9,449 6,855
Interest income - (9,627)
Interest expense 1,731 577
--------------- ----------------
Total other (income) expenses 13,180 4,865
--------------- ----------------
NET LOSS $ (684,691) $ (616,693)
=============== ================
Net loss per common share (basic) $ (0.09) $ (0.09)
=============== ===============
Weighted average number of common shares outstanding 7,767,629 6,727,763
=============== ===============
Net loss per common share (diluted) $ (0.09) $ (0.09)
=============== ===============
Weighted average number of common shares outstanding 7,767,629 6,727,763
=============== ===============
</TABLE>
- -------------------------------------------------------------------
3
The accompanying notes are an integral part of these
financial statements.
<PAGE>
Infocall Communications Corp.
Statements of Changes in Stockholders' Equity (Deficit)
- -------------------------------------------------------------------
<TABLE>
<CAPTION>
Total
Common Stock Additional Accumulated Stockholders'
Shares Amount Paid-In Capital Deficit Equity (Deficit)
--------- ----------- --------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
BALANCE, FEBRUARY 28, 1998 5,801,930 $ 580 $ 388,278 $ (172,890) $ 215,968
Stock issuances in lieu of cash
for compensation 1,620,000 162 363,727 0 363,889
Net loss 0 0 0 (616,693) (616,693)
--------- ----------- --------------- ------------- ---------------
BALANCE, FEBRUARY 28, 1999 7,421,930 $ 742 $ 752,005 $ (789,583) $ (36,836)
--------- ----------- --------------- ------------- ---------------
Stock issuances 130,000 13 39,987 0 40,000
Stock issuances in lieu of cash
for compensation 985,000 99 435,153 0 435,252
Net loss 0 0 0 (684,691) (684,691)
--------- ----------- --------------- ------------- ---------------
BALANCE, NOVEMBER 30, 1999 8,536,930 $ 854 $ 1,227,145 $ (1,474,274) $ (246,275)
========= =========== =============== ============= ===============
</TABLE>
- -------------------------------------------------------------------
4
The accompanying notes are an integral part of these
financial statements.
<PAGE>
Infocall Communications Corp.
Statements of Cash Flows
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Nine For the Twelve
Months Ended Months Ended
November 30, 1999 February 28, 1999
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (684,691) $ (616,693)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 9,449 6,855
Stock issued in lieu of cash for
professional services 479,532 363,889
Changes in assets and liabilities
affecting operations:
Trade accounts receivable, net (13,680) (19,200)
Deferred costs (25,000) 0
Accounts payable 35,769 90,109
---------------- ----------------
Net cash used in operating activities (198,621) (175,040)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments received from note receivable 25,000 227,001
Purchases of property and equipment (10,620) (5,893)
Payments for security deposits (6,028) 0
Payments of capital lease obligation (2,974) 0
Investment in software development costs (1,329) (51,681)
---------------- ----------------
Net cash provided by investing activities 4,049 169,427
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of certificate of deposit (50,000) 0
Proceeds from line of credit 45,000 0
Proceeds from loans from shareholder 11,799 5,613
Proceeds received for stock to be issued 265,000 0
Net proceeds from issuance of common stock 40,000 0
---------------- ----------------
Net cash provided by financing activities 311,799 5,613
---------------- ----------------
NET CHANGE IN CASH 117,227 0
CASH, BEGINNING OF PERIOD 0 0
---------------- ----------------
CASH, END OF PERIOD $ 117,227 $ 0
================ ================
SUPPLEMENTAL DISCLOSURE:
Interest paid during year $ 1,731 $ 577
================ ================
</TABLE>
- ------------------------------------------------------------------
5
The accompanying notes are an integral part of these
financial statements.
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
A. ORGANIZATION
Infocall Communications Corp. (the "Company"), was
incorporated in the State of Florida on February 1,
1993. The Company is engaged in the operations of
providing various human resources and financial
consulting services to the technology industry in the
Washington D.C. metropolitan area and to a broader
market using the Internet.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting - The accounts of the Company are
maintained on the accrual basis of accounting whereby
revenue is recognized when earned, and costs and
expenses are recognized when incurred.
Use of estimates - Management uses estimates and
assumptions in preparing financial statements in
accordance with generally accepted accounting
principles. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results
could vary from those estimates.
Accounts receivable - The Company uses the allowance
method to account for amounts, if any, of its accounts
receivable which are considered uncollectible.
Property and equipment - Property and equipment are
stated at cost. Depreciation and amortization is
determined using the straight-line method over
estimated useful lives ranging from three to five
years.
Revenue recognition - Revenue is principally derived
from customer contracts for employment searches,
employee leasing and employee placement fees, and is
recognized when the services have been rendered.
Advertising Advertising costs are charged to
operations as incurred. For the nine months ended
November 30, 1999 and the year ended February 28, 1999,
amounts charged to operations were $137,623 and $5,926,
respectively.
Deferred costs Deferred costs consist of capitalized
professional fees related to potential acquisitions.
Software development costs SOP 98-1, "Accounting for
Costs of Computer Software Developed or Obtained for
Internal Use", requires capitalization of external
direct costs of materials and services consumed in
developing or obtaining internal-use software. The
Company had software development costs of $38,010 and
$51,681 at November 30, 1999 and February 28, 1999,
respectively.
- -------------------------------------------------------------------
6
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes - The Company, a C-corporation, accounts
for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income
Taxes." Under this method, deferred tax assets and
liabilities are determined based on differences between
the financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax
rates and laws that will be in effect when the
differences are expected to reverse. Valuation
allowances are established when necessary to reduce
deferred tax assets to the amount expected to be
realized. The principal differences are the utilization
of the cash method of accounting for income tax
purposes versus the accrual method of accounting for
financial reporting purposes, net operating loss and
contribution carryforwards and the use of accelerated
depreciation methods to calculate depreciation expense
for income tax purposes.
Stock-based compensation In October 1995, the FASB
issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which encourages companies to recognize
expense for stock-based awards based on their estimated
fair value on the grant. SFAS is effective beginning
with the year ending December 31, 1996. SFAS No. 123
permits companies to account for stock-based
compensation based on provisions prescribed in SFAS No.
123 or based on the authoritative guidance in
Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees". The Company has
elected to continue to account for its stock based
compensation in accordance with APB 25 which uses the
intrinsic value method, however, as required by SFAS
No. 123, the Company has disclosed the pro forma impact
on the financial statements assuming the measurement
provisions of SFAS No. 123 had been adopted. The
Company accounts for all other issuances of equity
instruments in accordance with SFAS No. 123.
Net loss per common share The Company reports basic
and diluted earnings per share ("EPS") according to the
provisions of SFAS No. 128, "Earnings Per Share." SFAS
No. 128 requires the presentation of basic EPS and, for
companies with complex capital structures, diluted EPS.
As the Company has common stock and common stock
equivalents outstanding, basic and diluted EPS are
presented. Basic EPS excludes dilution and is computed
by dividing net income (loss) available to common
stockholders by the weighted average number of common
shares outstanding during the period. Diluted EPS is
computed by dividing net income (loss) available to
common stockholders, adjusted by any convertible
preferred dividends; the after-tax amount of interest
recognized in the period associated with any
convertible debt; and any other changes in income or
loss that would result from the assumed conversion of
those potential common shares, by the weighted number
of common shares and common share equivalents (unless
their effect is anti-dilutive) outstanding.
- -------------------------------------------------------------------
7
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Capital Structure SFAS No. 129, "Disclosure of
Information about Capital Structure," requires a
summary presentation of the pertinent rights and
privileges of the various securities outstanding. The
Company's outstanding stock is completely comprised of
voting common stock. There are no other rights or
privileges to disclose. In addition, entities are
required to disclose the number of shares issued upon
conversion, exercise, or satisfaction of required
conditions during the periods presented.
Comprehensive Income - Effective for financial
statements for periods ending after December 15, 1997,
the Financial Accounting Standards Board ("FASB")
issued Statements of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income,"
which establishes standards for reporting comprehensive
income and its components. Comprehensive income is
defined as the change in equity during a period from
transactions and other events from non-owner sources.
Entities that do not have items of other comprehensive
income in any period presented are not required to
report comprehensive income, accordingly the Company
has not made any such disclosure in the statements
presented herein.
Segment Information Effective for financial
statements for periods beginning after December 15,
1997, the FASB issued SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information."
This pronouncement requires public enterprises to
report certain information about operating segments,
including products and services, geographic areas of
operations, and major customers. The Company has
determined that it does not have any separately
reportable business segments for the nine months ended
November 30, 1999 and the year ended February 28, 1999.
Change in year-end - The Company, which previously
reported on a fiscal year ending February 28, changed
their reporting period to a fiscal year ending November
30, 1999.
NEW ACCOUNTING PRONOUNCEMENTS:
Derivatives Instruments and Hedging Activities In
June 1998, the FASB issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." It
establishes accounting and reporting standards for
derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging
activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair
value. The FASB has recently issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging
Activities- Deferral of Effective Date of FASB
Statement No. 133." The Statement defers for one year
the effective date of SFAS No. 133. Management
believes that the adoption of this standard will not
have a material effect on the Company's financial
position or results of operations.
- -------------------------------------------------------------------
8
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
C. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------ ------------
<S> <C> <C>
Equipment $ 35,055 $ 32,435
Furniture 8,000 -
----------- -----------
43,055 32,435
Less: accumulated depreciation (18,809) (9,360)
----------- -----------
Property and equipment, net $ 24,246 $ 23,075
=========== ===========
</TABLE>
D. NOTE RECEIVABLE
On December 31, 1997, the Company sold their investment
in a subsidiary to a related party (see Note I) and
received a note receivable in the amount of the sale,
$260,000. Interest was paid using a rate of 7.67% per
annum, compounded semi-annually. At November 30, 1999
and February 28, 1999 the balance of the note
receivable was $-0- and $25,000, respectively.
E. LINE OF CREDIT - BANK
On September 1, 1999, the Company entered into a line
of credit agreement with a local financial institution
for a maximum amount of $50,000, which is
collateralized by the Company's $50,000 certificate of
deposit. The note is payable on demand with an
expiration date of September 1, 2000. Interest accrues
at an annual rate of 1.00% over the Prime Lending Rate,
which is published in the Wall Street Journal. At
November 30, 1999, the interest rate to be applied to
the unpaid balance was 9.25%. The Company is required
to make monthly payments of accrued interest only,
unless demanded by the financial institution or the
note matures. The balance was $45,000 and $-0- as of
November 30, 1999 and February 28, 1999, respectively.
F. NOTE PAYABLE
The Company has a note payable, with an original amount
of $12,245, due to a finance company for the
acquisition of an office copier. The Company expects
to repay the obligation within the following year.
G. LIABILITY FOR STOCK TO BE ISSUED
The amount due of $309,280 at November 30, 1999
represents stock to be issued to individuals in which
the Company has received payment and stock to be issued
to individuals for services rendered during the nine
months ended November 30, 1999.
The Company, in December 1999, has issued the shares
represented by the liability for stock to be issued, as
noted above.
- -------------------------------------------------------------------
9
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
H. INCOME TAXES
The benefit for income taxes for the nine months ended
November 30, 1999 and the year ended February 28, 1999
is as follows:
<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------ ------------
<S> <C> <C>
Current $ - $ -
Deferred - -
------------ ------------
Total benefit for income taxes $ - $ -
============ ============
</TABLE>
A reconciliation of income tax at the statutory rate to
the Company's effective rate is as follows for the
periods ended:
<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------ ------------
<S> <C> <C>
Computed at the expected statutory rate $ (232,795) $ (209,676)
State income tax - net of Federal
tax benefit (27,388) (24,668)
Stock discount valuation differences 68,560 57,319
Other, net 1,054 1,366
Less valuation allowance 190,569 175,659
----------- ------------
Total benefit for income taxes $ - $ -
=========== ============
</TABLE>
Deferred tax assets and liabilities at November 30,
1999 and February 28, 1999 were as follows:
<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------ ------------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 354,232 $ 192,297
Contribution carryforwards 361 361
Accrual to cash conversion
differences - accounts payable 46,675 33,243
Stock issuance liability 16,809 -
Depreciation and amortization 7,140 3,553
----------- -----------
Gross deferred tax assets 425,217 229,454
Deferred tax liabilities:
Accrual to cash conversion
differences - trade receivables (12,482) (7,288)
----------- -----------
Valuation allowance (412,735) (222,166)
Net deferred taxes $ - $ -
=========== ===========
</TABLE>
- -------------------------------------------------------------------
10
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
H. INCOME TAXES (continued)
The Company has available at November 30, 1999
approximately $933,000 of unused operating loss
carryforwards that may be applied against future
taxable income that expire in years 2008 through 2019.
Certain tax returns have not been filed since February
28, 1995 and therefore net operating loss and
contribution carryforwards may not be available.
RELATED PARTY TRANSACTIONS
The President of the Company has loaned the Company
money to fund current operations. At November 30, 1999
and February 28, 1999 the Company was indebted to the
President for $41,616 and $29,817, respectively.
The note receivable (see Note D) is due from a company
controlled by a party related to the President. As of
November 30, 1999 and February 28, 1999 the balance of
the note receivable was $-0- and $25,000, respectively.
The President was compensated for services rendered for
the periods ended November 30, 1999 and February
28,1999 through the issuance of 200,000 and 1,000,000
shares of restricted, Rule 144(A), common stock. Those
shares were valued at $140,910 and $114,897, and is
included in Operating Expenses on the Statement of
Operations for the periods ended November 30, 1999 and
February 28, 1999, respectively.
COMMITMENTS AND CONTINGENCIES
Operating leases
The Company subleased office space in Vienna, Virginia
which ended September 1, 1999. Terms of the sublease
agreement required monthly rental payments of $2,600,
plus the Company's proportionate share of operating
costs of the sublessor.
In November 1999, the Company entered into a new office
space lease in Vienna, Virginia. Terms of the lease
agreement require twelve (12) monthly rental payments
of $4,634. If the term is extended after the initial
lease period, monthly payments will be increased by 3%
and the Company will be liable for its proportionate
share of the landlord's operating expenses. Minimum
future lease commitments under this agreement for the
year ending November 30, 2000 is $50,974.
Rent expense for the nine months ended November 30,
1999 and the year ended February 28, 1999 was $21,759
and $27,590, respectively.
- -------------------------------------------------------------------
11
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
J. COMMITMENTS AND CONTINGENCIES (continued)
Capital lease obligations
The Company leases certain equipment held under capital
lease agreements expiring in 2001. The assets and
liabilities under capital leases are recorded at the
lower of the present value of the minimum lease
payments or the fair value of the asset. The assets are
amortized over their estimated productive lives.
Amortization of assets under capital leases is included
in depreciation and amortization expense.
Future minimum lease payments due under the capital
lease agreement as of November 30, 1999 are as follows:
Year ending November 30:
2000 $ 5,680
2001 4,262
----------
Total minimum lease payments 9,942
Less: amount representing
interest (1,375)
----------
8,567
Less: current portion (4,589)
----------
$ 3,978
==========
Contract
The Company entered into an agreement in December 1996
to receive an amount equal to the principal sum of
$1,000,000 in long distance telephone services at the
Interstate rate of between $0.07 and $0.09 per minute
(price guaranteed for up to twelve (12) months from the
date of the agreement). In consideration, the Company
has offered 500,000 Rule 144 common shares, which is
redeemable on an equal pro rata basis to the use of
long distance telephone service. The actual quantity
of shares that shall be exchanged is predicated upon
the value of the common stock at point of exchange for
telecommunications time used. The agreement has
several termination clauses, however, the contract has
an ultimate expiration date of December 2001. As of
November 30, 1999 and February 28, 1999, the Company
did not use any telecommunications services relating to
the agreement.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the
Company to concentrations of credit risk consist
primarily of cash. The Company maintains its cash
account with a commercial bank located in Virginia.
Cash balances are insured by the Federal Deposit
Insurance Corporation, up to $100,000 per financial
institution. At November 30, 1999 and February 28,
1999, the Company had no uninsured cash balances.
- -------------------------------------------------------------------
12
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
CONCENTRATION OF CREDIT RISK (continued)
During the periods ended November 30, 1999 and February
28, 1999, revenue was generated from major customers in
amounts exceeding 10% of total revenues as follows:
<TABLE>
<CAPTION>
November 30, 1999 February 28, 1999
--------------------------------- ------------------------------
Accounts Accounts
Receivable Receivable
Revenue % Balance Revenue % Balance
-------- --- ---------- ------- --- ----------
<S> <C> <C> <C> <C> <C> <C>
Customer 1 $ 70,600 18% $ 5,200 $ 19,680 34% $ 9,600
Customer 2 $208,080 53% $ 10,000 $ - -% $ -
Customer 3 $ 70,000 18% $ 15,680 $ - -% $ -
Customer 4 $ - -% $ - $ 8,750 15% $ -
</TABLE>
COMMON STOCK ISSUED IN LIEU OF CASH COMPENSATION
The Company has issued Rule 144(A), "restricted stock"
in lieu of cash for compensation of certain employees
and consultants. Due to the one (1) year restriction
placed on the stock and therefore the resulting lack of
marketability, the Company has elected to discount the
value of the restricted stock by 14.6% of the fair
value of non-restricted trading stock at the grant
date.
Had compensation expense been determined based on the
fair value of the stock granted at the grant dates
consistent with the method of accounting under SFAS
123, the Company's net loss and net loss per share
would not have changed.
The total compensation cost, related to these stock
issuances, recognized for the nine months ended
November 30, 1999 and the year ended February 28, 1999
is $479,532 and $363,889, respectively, and is included
in operating expenses on the Statement of Operations.
- -------------------------------------------------------------------
13
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
NET LOSS PER COMMON SHARE
As required by SFAS No. 128, the following is a
reconciliation of the basic and diluted EPS
calculations for the periods presented:
<TABLE>
<CAPTION>
November 30, February 28,
1999 1999
------------ --------------
<S> <C> <C>
Net loss (numerator) $ (684,691) $ (616,693)
Weighted average share
(denominator) 7,767,629 6,727,763
Basic net loss per share $ (.09) $ (.09)
Dilutive shares
(denominator) 7,767,629 6,727,763
Diluted net loss per share $ (.09) $ (.09)
</TABLE>
As required by the Securities and Exchange Commission
(SEC) Staff Accounting Bulletin No. 98, the above
calculation of EPS is based on SFAS No. 128, "Earnings
Per Share." Thus, 130,000 purchase warrants granted
during the nine months ended November 30, 1999 are not
included in the calculation of diluted EPS as their
inclusion would be antidilutive. No purchase warrants
were granted during the year ended February 28, 1999.
In addition, the Company is liable to issue 1,026,800
shares of common stock and 700,000 purchase warrants
related to cash received and services rendered for the
nine months ended November 30, 1999.
N. OPERATING LOSSES
The accompanying financial statements have been
prepared in conformity with generally accepted
accounting principles, which contemplate continuation
of the Company as a going concern. The Company has
sustained substantial costs in implementing its action
plan, as outlined in its business plan in recent years.
In addition, the Company used substantial amounts of
working capital in funding these costs. At November 30,
1999, current liabilities exceed current assets by
$26,301. (See NOTE O).
In view of these matters, the ability of the Company
to continue as a going concern is dependent upon the
Company's ability to meet its financing
requirements, and the success of its future
operations. Management believes that the costs
incurred to implement its action plans and develop
its infrastructure, as outlined in its business
plan, are substantially complete. The costs
incurred primarily resulted in the net losses
referred to above. Management believes it can now
focus on generating revenues and this will provide
the opportunity for the Company to continue as a
going concern.
- -------------------------------------------------------------------
14
<PAGE>
Infocall Communications Corp.
Notes to Financial Statements
November 30, 1999 and February 28, 1999
- -------------------------------------------------------------------
O. SUBSEQUENT EVENTS
On December 13, 1999, the Company raised $300,000 in
additional working capital in exchange for 600,000
shares of restricted, (Rule 144(A)), common stock to
be issued. The use of the $300,000 is not restricted
and it is available to fund general operations as
necessary.
- -------------------------------------------------------------------
15
<PAGE>
PART III
ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS
EXHIBIT No. EXHIBIT NAME
(3)
3(i) Certificate of Incorporation of
InFocall Communications Corp.
3(i)(1) Certificate of Amendment of Certificate
of Incorporation of InFocall Communications Corp.
3(ii) Bylaws of InFocall Communications Corp.
(27)
27.1 Summary Financial Data Schedule
Index to Financial Statements
DESCRIPTION PAGE
- ----------- ----
Independent Auditor's Report 1
Financial Statements:
Balance Sheets 2
Statement of Operations 3
Statements of Change in Stockholders'
Equity (Deficit) 4
Statements of Cash Flows 5
Notes to Financial Statements 6-15
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
InFocall Communications Corp.
By:/s/Thomas M. Richfield
Thomas M. Richfield, CEO
Date December 28, 1999
FILED
1993 FEB-1 PM 1:19
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF INCORPORATION
OF
INFOCALL COMMUNICATIONS CORP.
(A FLORIDA CORPORATION)
I, the undersigned, hereby make, subscribe, acknowledge and
filed these Articles of Incorporation for the purpose of becoming
a corporation for profit under the laws of the State of Florida
and do hereby further certify that I have become such corporation
under and pursuant to the following Articles of Incorporation:
ARTICLE I
The name of the corporation is:
INFOCALL COMMUNICATIONS CORP.
ARTICLE II
This corporation may engage in any activity of business
permitted under the laws of the United States and of the State of
Florida.
ARTICLE III
The maximum number of shares of stock which the corporation
is authorized to have outstanding at any time is:
Two Million (2,000,000) Shares With A Par Value of $.0001 Each,
Amounting To Two Hundred ($200.00) Dollars.
<PAGE>
ARTICLE IV
The amount of capital with which this corporation shall and
does hereby begin business, shall be and is the sum of Five
Hundred Dollars ($500.00)
ARTICLE V
This corporation shall have perpetual existence.
ARTICLE VI
The initial street address of the principal office of this
corporation shall be and is: 725 Elvira Avenue, Queens, New York,
11691.
ARTICLE VII
The number of the Directors of this corporation shall be
One. That number may be increased from time to time by the by-
laws adopted by the stockholders.
ARTICLE VIII
The name and address of the first Board of Directors who
subject to the provisions of this Certificate of Incorporation,
by-laws of this corporation and the laws of the State of Florida,
shall hold office for the first year of the corporation's
existence or until their successors are elected and qualified.
NAME STREET ADDRESS
Stuart S. Katz 725 Elvira Avenue
Queens, New York 11691
<PAGE>
ARTICLE IX
The street address of the initial registered office of the
corporation shall be 1201 Hays Street, Tallahassee, Florida 32301
and the name of the initial registered agent of the corporation
at that address is a Corporation Service Company.
Article X
The name and mailing address of the incorporator is as
follows:
NAME STREET ADDRESS
Jane S. Krayer 1013 Centre Road
Wilmington, DE 19805
ARTICLE XI
The officers of this corporation shall be a President, a
Secretary, a Treasurer and such other officers, agents and
factors as may be deemed necessary, including one or more Vice
Presidents. All officers, agents and factors shall be chosen in
such manner, hold their offices for such terms and have such
powers and duties as may be prescribed by the By-laws or
determined by the Board of Directors.
The corporation reserves the right to amend, alter, change
or repeal any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by law,
and all rights conferred on stock holders therein are granted
subject to this reservation.
<PAGE>
IN WITNESS WHEREOF, I the undersigned, incorporator has
hereunto set my hand and seal this twenty-ninth day of January
A.D. 1993, for the purpose of forming this corporation under the
office of the Secretary of State of the State of Florida, those
Articles of Incorporation and certify that the facts therein
stated are true.
/s/Jane S. Krayer
Jane S. Krayer
Incorporator
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
Corporation Service Company, a Delaware corporation
authorized to transact business in this State, having a business
office identical with the registered office of the corporation
name above, and having been designated as the Registered Agent in
the above and foregoing Articles, is familiar with and accepts
the obligations of the position of Registered Agent under Section
607.0505, Florida Statutes.
BY:/s/Jane S. Krayer
Jane S. Krayer
Authorized Service
Representative
Corporation Service Company
Dated: January 29, 1993
FILED
95 JUL 25 AM 9:17
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
INFOCALL COMMUNICATIONS CORP.
(present name)
Pursuant to the provisions of section 607.1006, Florida
Statutes, this corporation adopts the following articles of
amendment to its articles of incorporation:
FIRST: Amendment(s) adopted (indicate article number(s) being
amended, added or deleted)
Article III is hereby ammended so that the authorized
number of shares of common stock, par value of $.0001
each to be increased to Twenty Million.
SECOND: If an amendment provides for an exchange,
reclassification or cancellation of issued shares, provisions for
implementing the amendment if not contained in the amendment
itself are as follows:
THIRD: The date of each amendment's adoption: July 17, 1995
<PAGE>
FOURTH: Adoption of Amendment(s) (CHECK ONE)
[ ] The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were
sufficient for approval.
[ ] The amendment(s) was/were approved by the shareholders
through voting groups.
The following statement must be separately provided for each
voting group entitled to vote separately on the
amendment(s):
The number of votes cast for the amendment(s) was/were
Sufficient for approval by ____________________________
Voting Group
[X] The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
[ ] The amendment(s) was/were adopted by the incorporators
without shareholder action and shareholder action was not
required.
Signed this 17 of July, 1995
Signature /s/David Pomerantz, Vice Chairman
(By the Chairman of Vice Chairman of the Board of
Directors, President or other officer if adopted
by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
David Pomerantz
Typed or printed name
Vice Chairman, Director
Title
BYLAWS
OF
INFOCALL COMMUNICATIONS CORP.
The following shall be known as the bylaws of the Corporation, the
bylaws being rules of self government of the Corporation. These
bylaws are the set of rules by which the corporation operates on a
daily basis and settles disputes that may arise from time to time;
and they are binding on all those associated with the Corporation
either now, or in the future. If the Bylaws are found to be
inconsistent with State Law, then State Law will override. The
Bylaws may be amended by the Directors provided there is a majority
of Directors votes favoring the Amendments.
ARTICLE ONE
PURPOSE
The Corporation may take advantage of the rights granted to it by
State law, and engage in any business allowed by State Business
Corporation Law.
ARTICLE TWO
DURATION
The Corporation has perpetual duration and succession on its
corporate name and will exist until such time that the Board of
Directors elects to end its existence.
ARTICLE THREE
POWERS
The Corporation has the powers given by State Business Corporation
law, to do all things necessary or practical to carry out its
business and affairs including without limitation, the power to
sue, make contracts, deal in property of any kind, make
investments, borrow or lend money, be a part of another entity, or
conduct its business in any way allowed by the laws of this State.
ARTICLE FOUR
SHARES
The shares of the Corporation will be common stock, with full
voting rights and identical rights and privileges, with no par
value. The issuance of shares will be governed by the Board of
Directors, as will be the consideration to be paid for the shares,
which will meet the requirements of State Business Corporation Law.
The own shares, declare and pay cash or stock dividends, or issue
certificates.
<PAGE>
ARTICLE FIVE
MEETINGS
REGULAR MEETINGS
The Corporation may hold any number of meetings to conduct its
business. At a minimum, it will hold an annual Shareholders'
meeting at which the Directors will review with the Shareholders
the operating results of the Corporation for the prior year, hold
elections for Directors, and conduct any other business that may be
necessary at that time. The place and time for the annual
Shareholders' meeting will be at the offices of the Corporation on
the 15th day of March, at 12:00 o'clock am/pm, each year. The
Secretary will give proper notice to the Shareholders as may be
required by law, however that notice may be waived by the
Shareholder by submitting a signed waiver either before or after
the meeting, or by his attendance at the meeting. Meetings may be
held in or out of this State. Minutes must be taken by the
Secretary for inclusion in the Corporate Records.
SPECIAL (NON REGULAR) MEETINGS
The Corporation may hold meetings from time to time at such times
and places that may be convenient. These meetings may be Directors
meetings or Shareholder meetings or combined Director and
Shareholder meetings. Special Shareholder meetings may be called
by the Board of Directors or demanded in writing by the holders of
Ten percent or more shares. Special Director meetings may be
called by the Chairman, the President, or any two Directors. The
Corporate Secretary will give proper notices as may be required by
law, however that notice may be waived by the individual by
submitting a signed waiver either before or after the meeting, or
by his attendance at the meeting. Meetings may be held in or out
of this State. Minutes must be taken by the Secretary for
inclusion in the Corporate Records.
<PAGE>
ARTICLE SIX
VOTING
From time to time it may be necessary for a Director or Shareholder
to vote on issues brought before a meeting. No voting may take
place at a meeting unless there is a quorum present. That is, a
quorum of Directors must be present at a ;meeting before any
Director may vote, and likewise a quorum of Shareholders must be
present at a meeting before any Shareholder may vote. A quorum of
Directors at a meeting is defined as a majority of the number of
Directors. A quorum of Shareholders at a meeting is defined as a
majority of the shares entitled to vote. If a quorum is present at
a meeting, action on any matter may be passed if the number of
votes favoring the action is cast by a majority. For voting
purposes, a Director may cast one vote, and a Shareholder may cast
one vote for each share held. A Shareholder may vote in person or
by proxy.
ARTICLE SEVEN
ACTION WITHOUT MEETING
Directors or Shareholders may approve actions without a formal
meeting if all entitled to vote on a matter consent to taking such
action without a meeting. A majority still is required to pass
actions without a meeting. The action must be evidenced by a
written consent describing the action taken, signed by the
Directors or Shareholders 9depending on which group is taking the
action) indicating each signer's vote or abstention on the matter,
and it must be delivered to the Corporation Secretary for inclusion
with the Corporate Records.
ARTICLE EIGHT
DIRECTORS
All corporate powers will be exercised by, or under the authority
of, and the business affairs of the Corporation managed under the
direction of, its Board of Directors. The Board may consist of one
of more individuals, who need not need be Shareholders or residents
of state. The terms of the initial Directors or subsequently
elected Directors will end at the next Shareholders' meeting
following their election at which time new Directors will be
elected or the current Directors will be reelected.
A director may resign at any time by delivering a written notice to
the Corporation. A Director may be removed at any time with or
without cause if the number of votes cast to remove him exceeds the
number of votes cash not to remove him. Vacancies on the Board
will be filled by the Shareholders in the manner described above.
The Directors of the corporation are not liable to either the
Corporation or its Shareholders for monetary damages for a breach
of fiduciary duties unless the breach involves disloyalty to the
corporation or its Shareholders, acts or omissions not in good
faith, or self dealing. The Corporation may indemnify the
Directors or Officers who are named as defendants in litigation
relating to Corporate affairs and the Directors or Officers role
therein.
<PAGE>
ARTICLE NINE
OFFICERS
The officers of the Corporation will be initially appointed by the
Board of Directors. The officers of the corporation will be at
least those required by State law, and any other officers that the
Board of Directors may deem necessary. The duties and
responsibilities of the Officers will be set by, and will be under
the continued direction of, the Directors. Officers may be removed
at any time with or without cause, and may resign at any time by
delivering written notice to the Board of Directors. If allowed by
state law, one person may hold more than one officer position.
PRESIDENT The President is the principal executive officer of the
Corporation and in general supervises and directs the daily
business operations of the Corporation, subject to the direction of
the Board of Directors. The President is also the proper official
to execute contracts, share certificates, and any other document
that may be required on behalf of the Corporation. The President
shall also preside at all meetings of Directors or meetings of
Shareholders.
SECRETARY The Corporate Secretary will in general be responsible
for the records of the Corporation which generally includes keeping
minutes at any meeting, giving proper notice of any meeting,
maintaining the Directors and Shareholder registers and transfer
records; and along with the President, sign stock certificates of
the Corporation.
VICE PRESIDENT The Corporate Vice-President if appointed will be
responsible for duties to be assigned by the Board of Directors.
TREASURER The Corporate treasurer if appointed will be
responsible for duties to be assigned by the Board of Directors.
OTHER OFFICERS The directors may appoint other officers as the
deem necessary.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in Part F/S of this Form 10-SB and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> NOV-30-1999
<CASH> 167,227
<SECURITIES> 0
<RECEIVABLES> 32,880
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 200,107
<PP&E> 43,055
<DEPRECIATION> 18,809
<TOTAL-ASSETS> 293,391
<CURRENT-LIABILITIES> 226,408
<BONDS> 0
0
0
<COMMON> 854
<OTHER-SE> (247,129)
<TOTAL-LIABILITY-AND-EQUITY> 293,391
<SALES> 392,701
<TOTAL-REVENUES> 392,701
<CGS> 234,832
<TOTAL-COSTS> 829,380
<OTHER-EXPENSES> 13,180
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,731
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