UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 26, 2002
Commission File Number 0-30745
INTERCALLNET, INC.
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(Exact name of registrant as specified in its charter)
Florida 88-0426807
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
6340 NW 5th Way
Fort Lauderdale, FL 33309
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (954)492-0368
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Former name or former address, if changed since last report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See Items 2. and 5. below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In Re: the Matter of Intercallnet, Inc., Circuit Court of the 17th
Judicial Circuit in and for Broward County, Florida, Case No. 02-22343. On
November 26, 2002, the Registrant and its subsidiaries (collectively, the
"Registrant") effected an assignment for the benefit of creditors
("Assignment")in accordance with applicable Florida law. In connection
therewith, the Registrant effected an assignment of its assets to Michael Phelan
of Michael Moecker & Associates, Inc., 6861 SW 196th Avenue, Suite 201-04, Fort
Lauderdale, Florida 33332, as assignee, and has ceased operations. Such assets
generally include office furniture, equipment, accounts receivable and potential
claims against several third parties.
The Assignment was necessitated as a result of the Registrant having
previously been notified by Stanford Venture Capital Holdings, Inc. that it
would not continue funding the Registrant under a prior loan agreement due to a
purported breach by the Registrant thereunder, and the Registrant being unable
to secure an alternative funding source.
Upon advice of counsel, the Registrant has decided at this time not to
further comment in its public filings under the Securities Exchange Act of 1934
upon allegations of certain third parties previously discussed and responded to
in recent prior Form 8-K filings of the Registrant.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Promptly following the filing of this Form 8-K with the U.S. Securities
and Exchange Commission ("Commission"), the Registrant's remaining management
and Board of Directors plan to resign from all such positions.
The Commission has notified the Registrant that it is conducting an
informal inquiry concerning the Registrant.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits - Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
ITEM 9. REGULATION FD DISCLOSURE
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERCALLNET, INC.
November 29, 2002 By:/s/ Scott Gershon
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Scott Gershon, Chief Executive Officer