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<SEC-DOCUMENT>0001046532-01-500160.txt : 20010804
<SEC-HEADER>0001046532-01-500160.hdr.sgml : 20010804
ACCESSION NUMBER:		0001046532-01-500160
CONFORMED SUBMISSION TYPE:	10SB12G/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20010802

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STARTCALL COM INC
		CENTRAL INDEX KEY:			0001120970
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				650955118
		STATE OF INCORPORATION:			FL

	FILING VALUES:
		FORM TYPE:		10SB12G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-32429
		FILM NUMBER:		1695733

	BUSINESS ADDRESS:	
		STREET 1:		719 5TH STREET
		STREET 2:		SUITE 1402
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33139
		BUSINESS PHONE:		3055799008
</SEC-HEADER>
<DOCUMENT>
<TYPE>10SB12G/A
<SEQUENCE>1
<FILENAME>f10sba3_startcall.txt
<DESCRIPTION>AMENDMENT NO. 3 TO FORM 10-SB
<TEXT>
                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                               Amendment No. 3 to

                                   Form 10-SB

              General form for registration of securities of small
               business issuers under Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

                               Startcall.com, Inc.
                 (Name of Small Business Issuer in its charter)

                                     Florida
                  (State or other jurisdiction of incorporation
                                or organization)

                                   65-0955118

                      (I.R.S. Employer Identification No.)

                      719 5th Street Miami Beach, FL 33139
               (Address of principal executive offices) (Zip Code)

                                 (305) 579-9008

                           (Issuer's telephone number)

          Securities to be Registered Under Section 12(b) of the Act:

                                      None

          Securities to be Registered Under Section 12(g) of the Act:

                                  Common Stock

                               $.000666 Par Value

                                (Title of Class)

     To simplify the language in this Registration Statement StartCall.com,
Inc. is referred to herein as "the Company" or "We".

Item 1. Description of Business.

We were incorporated under the name Click and Call Corporation in the State of
Florida in October, 1999 and on June 5, 2000 a Certificate of Amendment was
filed with the Secretary of State of Florida changing the name of the Company to
StartCall.com, Inc.

StartCall.com, Inc. is an application service provider (ASP) that offers
real-time interaction technology as an out source service. It was established to
suit the need for a quick and easy solution to customer service while conducting
e-commerce business over the Internet.


The Company will offer to all businesses the opportunity to improve their online
customer care service by placing an Internet voice box and a Text Chat button
with a URL push feature on their website. These tools allow their visitors and
customers visiting their websites to receive live help at the crucial point of
purchase and or when any type of assistance is needed.

                                       I-1

<PAGE>

Business Overview.

The nature of our product or services is to offer a technology that will enable
visitors to a web site to simply click on a button and request live help at the
crucial point of purchase or when needed or desired by the customer. We
currently provide only two ways of Interaction: Via Voice or through Voice over
Protocol Technology and Interactive Text Chat or Instant Messaging.

Through a public relations campaign, in-house sales representatives, strategic
alliances, and advertising, StartCall's goal is to become the leading business
for all businesses that provide online customer service solutions for
e-commerce. The Company's plan is to bring the element of human-touch to the
online world. Our tools allow their visitors, customers and potential customers
visiting their Web site to receive live help at the crucial point of purchase
and/or when any type of assistance is needed. We intent to become the
predominant e-commerce service company by providing our Online Interactive
Technology that will be both Efficient and Cost Effective for any business with
a presence in the Internet, our services are ClickiCall and ClickiChat.

The ClickiCall button provides companies the opportunity to increase online
sales by giving visitors to their site the facility to use the ClickiCall button
that connects them instantly and directly from their Personal Computer ("PC") to
a sales Customer Service Representative's regular office phone. The calls are
made from a conventional Personal Computer, with a sound card, speakers and
microphone. Calls are received on any type of conventional phone at the office,
home or cellular phone.

The ClickiChat button allows Net surfers to receive live assistance via Text.
Live Chat is popular among many of today's Internet buyers. Customer service
representatives ("CSRs") can manage multiple chat sessions simultaneously,
serving multiple buyers cost effectively. Chat sessions are helpful in
processing orders for the hearing impaired. The ClickiChat service is personal,
private and secure. The URL push or Pushing pages feature impresses and educates
site - visitors on the navigation of the site, to show product information or
instructions not otherwise available, or to share confidential, competitive
difference or pricing information that would not otherwise be made available for
all Web site visitors. A CSR can instantly "push" those pages and images to
qualified prospects in an impressive manner that supports the selling process.

We believe that our ClickiChat service offers our clients the opportunity to
increase sales by answering customer questions and solving customer problems at
critical points in the buying process. It also enables our clients to reduce
customer service costs by allowing them to enhance operating efficiency and to
improve customer response times. In addition, information captured in
transcripts of live text-based interactions can be used by our clients to
increase their responsiveness to customer needs and preferences, thereby
improving customer satisfaction, loyalty and retention.

Our products are operational for both the ClickiCall and ClickiChat services. We
have not officially started promoting our services yet. We started offering our
ClickiChat service on July 1, 2001. We have received small amounts of revenue
from the sale of our ClickiChat solution as well as miscellaneous consulting.
Even though we have not promoted our ClickiChat service, we had visitors to our
web site who decided to buy our service and therefore we able to receive some
limited revenues. Therefore, we are going to start selling our services directly
through our Web sites: www.startcall.com,www.liveinternethelp.com,
www.clickicall.com, www.clickichat.com. We intend to generate traffic by
promoting the name of our services. In addition, we intend to start promoting
our services through our strategic partners or marketing

                                       I-2

<PAGE>

partners by offering to their customers a 30 FREE trial of our services. With
some of our strategic marketing partners we will have an ongoing promotional
marketing campaign for yet an undetermined amount of time. We do not and will
not rely on one specific partners to generate substantial revenues and we will
continue finding new channels of distribution to market our services. This 30
FREE trial will be focus on our ClickiChat service only. This offers means that
we will allow business with a presence on the Internet to test our ClickiChat
service on their site as Interactive Text Chat Solution. We will not offer a
free trial for the ClickiCall service.

Our methods to increase traffic to our Web sites will be by initiating email
campaigns talking about our services. We will try to attract more awareness to
our services by doing road shows or participating in trade shows, press
releases, associating to chamber of commerce nationally and internationally. We
will provide 30 FREE trials to all first time users so they may get familiar
with our services.

We feel that our potential difficulty is timing. There are several other
companies competing in our area of business services, but in our opinion, there
is any other company that can match all the functions that our ClickiChat
solution offers. After carefully reviewing and researching our market sector, we
discovered that no other company in our market offers all of our functionalities
at the same price as we do. We carefully reviewed our competition's products,
services and prices. Based on same, we believe that when we actively start
promoting our service to the businesses with a presence on the Internet, they
will compare us with the competition and will recognize the great value we will
provide with more for their dollar. In addition, we also feel that we should be
able to gain market share due to the quality of our marketing partners, and
influences these marketing partners have on their customers.

Since our primary product is the ClickiChat solution, we feel confident that
once we officially launch our services we should be able to gain market share
fairly quickly. Our primary product is our ClickiChat service and not the
ClickiCall service. We do not choose to make ClickiCall our primary product
because, in the opinion of our management, there is not enough interest in the
market for this type of service. Furthermore, the ClickiCall service requires
end users to have a sound card on their computer, plus speakers and other minor
components which everyone does not have. This is unlike the ClickiChat which is
just simple text chat that every computer is able to do. There is always the
possibility that someone else may come up with a better technology and for
lesser price. Currently, there are no companies or technology offering services
similar to our services at our price structure.

We are in the process of changing our price structure as set forth below, which
was effective on June 1st, 2001. Each of these packages will provide the
following functions and benefits:

Reduces Cost - Your customer service reps can each manage up to 4 support
sessions at one time vs. answering phone call, one on one. More Reduced Costs -
By answering more customer/prospect services questions over the web, your 800
expenses will decrease.

Make support personnel more efficient - Streamline your organization's chat
sessions with pre-determined messages, allowing your support staff to answer
customers/prospects questions quicker and more accurately.

                                       I-3

<PAGE>

Managing your Customer/Prospect Service Rep - Many companies record the
telephone conversation of their customer/prospect service reps, however they are
randomly reviewed. Documentation of each text chat session using
ClickiChat/Support allows for management to evaluate and train more efficiently.

Learn about your Customer/Prospect before the chat session begins - Free
integration with the ClickiChat/Exchange (ClickiChat/Exchange goes into open
beta on April 15th. Push Page Technology Control the customer's/prospect's
desktop - The ability to push URL web pages and images to the
customer's/prospect's desktop assists in providing your customers/prospects with
immediate visual and documented support. Integrated FAQ access - Quick access to
all FAQ contents.

Chat transfer - Quickly transfer an in-progress chat to another supporter.
Listing Departments - Allows customer/prospect to target question(s) to the
appropriate personnel.

Audio and Visual Cues- Computer speaker(s) will ring differentiating a
ClickiChat inquiry vs. a telephone inquiry as well as a pop-up window appearing
at the start and during chat session activity.

Archiving Data - past chat session activity is stored in the
ClickiChat/administration database and can be reviewed at anytime. Leave a
Message Feature - If unavailable, this option will allow an e-mail to be
forwarded to your address or any address that you determine. Dedicated or
floating support personnel - We offer per/seat and floating user licenses.

Chat Priority Distribution - Forwards calls to first available and/or uses
priority listing, which you determine. Call Center Support - The ability to
support multiple organizations.

For Administrators- Turning your customer support from a cost center to a profit
center requires technology that is simple and cost-effective. ClickiChat/Support
recognizes this, and provides your IT staff and administrators with the
following benefits:

Rapid implementation - Get up and running in one-hour. ClickiChat/Support
requires very little administrative overhead since it is a 100% hosted ASP
solution that is completely web-driven. ClickiChat does not require any software
installations for you, your supporters, or your customer/prospect's computers.
Easy administration - We offer our own comprehensive customer support portal
that allows you to administer and analyze your entire ClickiChat/Support
solution via support.ClickiChat.com (link)

Departmental support - Some of your support reps may be from the sales
department, others may come directly from your customer support department.
Upper management may participate in online customer support as well. To
accommodate the different requirements for each type of user, ClickiChat/Support
allows you to set up roles and use those settings to determine things such as
who should get incoming requests first, and who has access to different
components of our support portal. In

                                      I-4

<PAGE>

addition, your customer/prospect will appreciate their needs being directed to
the appropriate personnel without having to be transferred and on hold as is
often the case.

Extensive customization - Your brand is what's important. ClickiChat/Support's
extensive customization capabilities provide you with over 15 URL parameters.
You can change everything from the background color of the chat window, to the
image used for your "go" button.

Watch over your chat sessions - With ClickiChat/Support you can silently monitor
all chat sessions. Administrators or department heads can interject comments
silently to their support personnel, or include the customer/prospect in their
comment. Additionally, administrators and department heads can broadcast silent
messages to all of their employees at one time.

Analyze chat session - Through our support portal, you have complete access to
all your chat archives via an online searchable repository. All our transcripts
are stored as XML documents and offer full-text or parameterized queries to help
you locate old chat sessions.

Detailed usage statistics - Our support portal also gives you detailed
information on exactly how the ClickiChat/Support service is being utilized. We
offer reports that can detail your entire organization (such as average chat
session times and most frequent access times) to your individual supporters
(such as average amount of time spent per chat session, amount of time they are
logged into the service, etc.) Easy integration - We realize that
ClickiChat/Support isn't the only customer/prospect application you use, so
we've made it easy to integrate our service with your favorite help desk, CRM,
or sales force automation software.

In order to personalize our ClickiChat service to our customers, we have set-up
three different packages that will enable our customers to provide LIVE HELP to
their online customer/prospect.

1. FREE ClickiChat/Support version: Free accounts will have complete access to
all ClickiChat/Support functionality, except for the following features: (To be
more specific this free version will be able to do all the functions available
in our service except the ones written below)

                  o         Pre-set messages
                  o         Push pages
                  o         History profile
                  o         Chat transcripts

                  o         Button and chat window customization

2. Silver Package: ClickiChat/Silver enables the customer to have complete
access to all ClickiChat/Support functionalities. Our ClickiChat/Silver includes
one (1) operator per license.*

                  o         Cost: $29.95 per month
                  o         Additional Operators: $24.95 per month
                  o         Usage: Unlimited usage per month

3. Gold Package: Our ClickiChat/Gold enables your customers/prospects to also
have complete access to all the ClickiChat/Support functionalities.
ClickiChat/Gold includes four (4) operators per license.*

                  o         Cost: $89.95 per month
                  o         Additional Operators: $19.95 per month
                  o         Usage: Unlimited usage per month

*Dedicated or floating support personnel - We offer per/seat and floating user
licenses. (You will have access to establishing unlimited operators, however

                                       I-5

<PAGE>

simultaneous chat sessions can only occur if you have the required paid monthly
licenses). As set forth above, the difference between our ClikiChat Silver
package and Gold package is that our Silver package allows one operator per
license and that our Gold package allows up to 4 operators per license. They
both have all functionalities set forth above except for the amount of operators
who able to use the software simultaneously. For further information on our
Pricing Model for ClickiChat please visit: www.liveinternethelp.com.
                                           ------------------------

The Pricing for our ClickiCall service is $14.95 per month which includes 50
calls (unlimited time ) with additional calls at $0.25 per call.

Additionally, the Company plans to branch out into the areas of Internet long
distance telecommunication services with the use of StartCall Dial Pad and the
Banner Ad center that offers business the opportunity to let interested parties
contact them directly from their banner ads and/or press releases via e-mail. We
do not own the StartCall Dial Pad but rather it is our proprietary service. We
have not fully developed this service yet and we do not intend to continue
developing this service at this time. We intend to continue developing this
service at a later date which has not yet been determined. We have also decided
to hold off on the development of our Banner service until a later date so that
at this time we can focus on promoting our ClickiChat service. We intend to
continue developing both services at a later date but there is a chance that we
may never continue developing these services.

At this moment we are using technology that belongs to other companies, our
ClickiChat technology is available to us by Click 121 and the technology for our
ClickiCall services is owned by Vocaltec NASDAQ: (VOCL). We are in the process
to developing technology for our own ClickiChat services.

Currently we do not pay or receive revenues from other sources such as joint
ventures or strategic alliances or online affiliated programs or link exchange
banner ads. We expect to receive revenues from the following sources once we
launch our services:

         1.       Strategic Alliances
         2.       Online Affiliated Programs
         3.       Link Exchange Banner ads

Partnerships or strategic alliances are simply associations with a company
whereby the company will help promote the usage and sale of our services
ClickiCall and ClickiChat to their customers and prospects. This type of
relationship generates revenues to the Company when one of our strategic
partners refers one of its customers to buy our services. In exchange we provide
our strategic partner with a percentage of the revenue collected from each sale.
(This model is not effective yet, we have several agreements with different
companies, but we will not start selling until June 1st, 2001). Furthermore, we
will refer to these relationships as a Strategic Alliances - Marketing
Relationship, and when suitable we will refer to the relationship of our
suppliers as of Third Party Supplier.

Our affiliated programs refers to when businesses with a presence on the
Internet wish to promote our services by placing small adds on their web site.
For every

<PAGE>

account we receive from this web site, the web site owner will receive a
commission. This is what is known as an affiliated program. We do expect to get
customers directly through us without having to be coming from one our marketing
partners or affiliated programs directly.

Our agreements with our third parties supplier is to purchase rights for usage
of the technology in order to provide our services. We currently have two
suppliers:

          1.   Volcaltec, Inc. They provide us with the technology platform in
               order for us to sell our ClickiCall service. In exchange they
               charge us a yearly fee and a cost per call. (Please see attached
               agreement).  We pay Vocaltec a minimum of $12,000 per year for
               our ClickiCall service; In addition we also have the following
               payment schedule on usage:

Customer sessions Our cost per session or call that Vocaltec Calls per month
Vocaltec charges us.

- ---------------------               -------------------------------------------
20,000 to 50,000                                     $0.20
50,001 to 100,000                                    $0.15
100,001 to 200,000                                   $0.10
100,001 to 200,000                                   $0.05
200,000 or more                                      $0.04

We charge our customers a flat rate of $14.95 per month, which includes 50 calls
or sessions, additional call are $.25 per session unlimited.

          2. Click 121, Inc. They provide us with the technology platform in
order for us to sell our ClickiChat service. In exchange they received 33.33% of
our gross collected revenue. We are in the process of developing our own
technology which we believe will be completed the by the end of the 3rd fiscal
quarter this year. In the interim we continues to pay the fee to Click 121. ick
121, this is simply part of our expenses of doing business, again as we
mentioned before we are in the process of developing our own technology, we feel
that by the end of our 3rd fiscal quarter this year, we shall have develop our
proprietary solution, meanwhile we will continue paying this over-head.

These agreements mentioned above both shall continue in force for a term of one
year unless terminated earlier under any provision hereof. These agreements
shall be automatically renewed for additional one-year terms unless either party
provides notice in writing to the other party no less than 30 days prior to the
expiration date. Please see agreements attached for Click 121 and Vocaltec.

We have several other arrangements with other third parties which are marketing
partnerships which help us promote the sale and usage of our services. In

                                       I-6

<PAGE>

exchange we provide to these marketing relationships a percentage of the
revenues collected and/or commissions received from their referred accounts.

The Click Interconnect function is to oversee the daily administrative
operations of the ClickIchat solution. StartCall through Click Interconnect
provides reporting modules for tracking information and running reports plus
control modules for customization. Users can generate their own real-time daily,
weekly, monthly or customized reports; track call volume, length of the
ClickIchat sessions, usage and collect customer data. (ClickIchat is the
Company's Interactive Text Solution).

We have several different contracts at this stage and are constantly trying to
bring new potential marketing partners to promote our services. According to
recent research undertaken by the Company in yahoo.com, we found exactly 8,071
ISP's (Internet Service Providers). We will pursue a campaign calling and
emailing these ISP's with the objective to establish strategic alliances with
them as marketing partners. As of this date, we have entered into agreements
with the following companies:

        o         Epubliceye.com
        o         World Web USA Inc.
        o         The Omni Group, Inc.
        o         Vcustomers.com
        o         LiveChatSupport.com
        o         Makeastore.com

The objective of these agreements is to initiate the promotion and sale of the
Company's e-commerce interactive solutions (ClickIcall and ClickIchat). The
above-mentioned companies combined have approximately 1 Million commerce Web
sites as potential immediate customers. The agreements with these companies are
marketing relationships or strategic alliances and these companies are not
customers of the Company.

The Company plans to grow and expand by establishing marketing partnerships and
strategic alliances throughout the world to provide a variety of interactive
e-commerce solutions.

Continuing to Build Strong Brand Recognition. The StartCall brand name will be
prominently displayed on the pop-up dialogue window that appears when an
Internet user has requested assistance. We believe that high visibility
placement of our brand name will create greater brand awareness and increase
demand for the StartCall service. In addition, we intend to leverage increasing
awareness of our brand and our reputation as a leading provider of real-time
sales and customer service technology to become a well- recognized solution for
companies doing business on the Internet. We intend to expand our traditional
and online marketing activities to achieve these goals.

Achieving and Maintaining a Technological Leadership Position. The Company's
goal is to achieve and maintain a leadership position in the industry through
its technology. The Company believes it can achieve these goals since Vocaltec,
has received more rewards than any other company developing Voice over IP
technology. In addition, even though our ClickiChat technology is owned by Click
121, the Company is currently developing its technology and believes that no
other company will be able to offer the amount of functions it will be able to
offer at the prices that it will market its service. Once the Company launches
its own technology, it will concentrate its efforts to continue offering to its
customers, competitive prices and added features to its services as needed or
demanded in the market place. Our focus is to maintain ourselves in constant
awareness of new developments of tightly integrated software design and network
architecture that is both reliable and scalable.

The Company has already undertaken research by testing companies which competes
in its arena such as: www.liveperson.com, www.livehelper.com, and
www.humanclick.com. In addition, the Company intends to devote significant
resources for research and development of new innovations.Over the course of the
next six months we intend to invest approximately $100,000, if necessary, for
the research and development of new innovations in our ClickiChat service.
Although we have only one person in our technical department at this time in
order to keep our overhead down, we

                                       I-7

<PAGE>

plan to hire a team of software developers on a per needed basis only. Together
with our partners we plan to expand the features and functionality of our
existing service, develop broader applications for our service and create new
products and services that will benefit our expanding client base. Our
ClickIchat partners evaluate emerging technologies and industry standards and
continually update the technology in response to changes in the real-time,
customer service industry. We believe that these efforts will allow us to
effectively anticipate changing client and end-user requirements in our rapidly
evolving industry.

In order to begin to successfully implement its growth plan and achieve the
objectives identified earlier, StartCall has already formed strategic alliances
with several large corporations. Each of these alliances would provide StartCall
with a critical cornerstone element for its growth strategy.

ePublicEye.com: ePublicEye.com is an independent third party that allows
consumers to rate e-business for reliability, privacy and customer satisfaction.
Since 1996, ePublicEye.com's proprietary monitoring system has been providing
the information consumers care about most. They call this information eConsumer
Intelligence(tm) and with it, Internet shoppers are empowered to make confident
buying decisions. This is achieved through our Open Customer Satisfaction
reporting system (OCSR). ePublicEye.com will promote the sale and marketing of
our Interactive Solutions (Clickicall & Clickichat) throughout its network of
over 20,000 e-commerce companies.

World Web USA: World web USA e-consultants will take advantage of this
relationship by offering its customers our interactive online solutions. World
Web USA is a Web Development Company specializing on E-commerce and virtual mall
web sites. www.worldwebusa.net

The Omni Group: The Omni Group is an e-commerce marketing firm specializing in
the marketing and/or promotion of online solutions for small and mid-size
businesses. www.theomnigroup.com

Vcustomers Inc.: VCustomer is a global e-services company based in Bellevue,
Washington, with customer support centers located in Washington and India. They
offer outsourced eCRM (electronic customer relationship management) Services in
the US and India, delivering best of breed eCRM technologies, highly technical
support services, and Remote IT Services over a Private Network Infrastructure.
They offer Pre, Post and Technical Sales Support. Their eCRM Services include
e-mail, chat, telephony (voice or phone support) as well as outbound Marketing.

Their Knowledge Management services include eCRM database mining and management
and web-based Self Help Administration. They also offer Remote IT Services such
as network administration, website administration and back-office support."
Currently Vcustomers provides live staff support to StartCall's web site and
customers who choose to receive live staff support.

COMPETITION

                                       I-8

<PAGE>

StartCall will compete in the areas of Internet Live Customer Care Support over
the Internet. It will provide its services to e-commerce based companies looking
to improve their online customer care and/or provide interactive features
through their Web site. We directly compete with companies focused on online
live customer support and application service providers that facilitate
real-time sales and customer service interaction. We believe that we are
positioning the Company in a competitive advantage by providing, through our
service "ClickiChat" (Interactive Text Chat Solution), all functions which are
typically available only to large corporation such as S&P 500 companies.

The primary competition for StartCall's primary service, ClickiChat/Support,
includes LivePerson, Inc. which is pure-play ASP customer Service Company with a
market cap of approximately $50 million. It is a publicly held company that has
over 800 customers and its revenues for the financial year 2000 were $6.2
million with a net loss of $29.5 million. LivePerson's service is priced at
twice that of ClickiChat/Support. From a product offering perspective,
ClickiChat has the most in common with LivePerson: both products are completely
web-based and offer similar functionality.

The Company will also compete, in some ways, with much larger companies such as
Cisco, eGain, and Kana. All three of these vendors offer large, integrated CRM
solutions that contain some forms of web-based chat. These vendors compete on a
much larger scale, and their engagements are typically greater than $150,000.
None of these vendors offer an ASP solution to their products, and therefore
have a much longer sales cycle, and require a significantly greater upfront
investment from their customers. While StartCall's ClickiChat/Support has
competitive overlap with these vendors from a functional standpoint, StartCall
does not expect to engage them in head-to-head customer acquisitions.

We may also compete with other pure-play customer service organizations such as:
cs-live, FaceTime, LiveAssist, and eShare. These vendors are third- and second-
tier players that offer online customer support in the same fashion as our
service. Each competes on different value propositions: some vendors offer the
service for free but only provide limited functionality, requiring the customer
to "upgrade" to the fee-based version. Others offer advertising supported
versions of their product that push ad-banners into the chat session. We
believes that we will offer the most cost effective price models available in
the market today. To compare please visit C/Net web site or go to:
http://webware.cnet.com/b/li/1-1005-1257.asp?tag=st.ww.dp.ClickiChat_rel.1-1005-
1257.

We will also face competition from clients and potential clients that choose to
provide a real-time sales and customer service solution in-house, as well as, to
a lesser extent, traditional offline customer service solutions, such as
telephone call centers. The Company will offer a world class solution at the
most affordable prices.

When we state that it is our goal to become and maintain a leadership position
with our technology, we feel we can support such statement based on a number of
different reasons: (Specifically for the ClickiCall service we have Vocaltec as
third party supplier of our Voice over IP technology)- Vocaltec does offer this
technology to other companies.

         1. Vocaltec, unlike any other company developing Voice over IP
         technology, has received more awards than any other Voice over IP
         developers. Vocaltec's Our Voice over IP service technology has been
         awarded as one of the most reliable and best interactive solution
         available in the e-commerce world today. Some of the awards which

                                       I-9

<PAGE>

         VocalTec has received include:
<TABLE>

<S>      <C>                            <C>                              <C>
         Network Magazine               Internet Telephony Magazine      c|net
         "Product of the Year"          "Product of the Year"            "Buy
it"

         Voice Europe 99                PW Magazine                      PC
Magazine
         "Best Call Center Solution"    "Product of the Week"            "Top
100 Most

Influential"
</TABLE>

         2. With regards to the ClickiChat technology, even though the
         technology is owned by Click 121, we are currently developing our
         technology and we strongly believe that no other company will be able
         to offer the amount of functions we will offer at the prices we will
         market our service. Once we launch it will be our up-most effort to
         continue offering our prospects and customers, competitive prices and
         added features to our services as needed or demanded in the market
         place. The basis for the above statement is based on the following
         facts:

          a-   We offer our ClickiChat service as low as $29.95 per operator
               license per month. The closest competitor we have out there which
               is Humanclick.com charges $89.95

          b-   Unlike our competition there is no nothing needed to be
               downloaded both on the operator side as well as the customers or
               visitor's side. Our service is purely Internet driven. Finally,
               in addition we do not intent to replace Vocaltec's technology,
               but we will eventually replace Click 121's for our own
               proprietary software. This software that we are developing for
               our ClickiChat service is still under development. Again, we feel
               that the amount of functions we will have available will be
               unlike any other that we know of out there based on our
               experiences and requests we had from users of the Clickichat
               service.

          c-   Consequently, Vocaltec technology does not play a significant
               role for our leadership in our business model, what truly plays a
               significant roll in our business model is the ability to provide
               excellent, reliable service for ClickiChat solution to our
               customers, as we previously mentioned our primary product is the
               ClickiChat service and not the ClickiCall, our goal is to
               primarily promote the ClickiChat service and only if requested by
               a customer we will provide them the ClickiCall service.
               Therefore, again Vocaltec does not play is significant roll in
               order for us to achieve leadership in our industry, what we truly
               help us achieve this goal is our ClickiChat service and our
               ability to provide a service that is reliable and cost effective.

         3. In addition, our sales force and customer service representatives
         focus on quality care service. StartCall provides live connectivity on
         the web between businesses and their prospects and/or clients. As such,
         it offers state-of- the-art technology at a fraction of the cost of
         traditional live-connectivity solutions without a significant, up-front
         financial commitment. With StartCall, small, mid-size and large
         corporations can now provide their customers immediate, on-demand
         interaction with their customer care or sales representatives, and this
         valuable competitive edge could be part of a Web site the same day it
         is requested. Unlike our competitors providing hardware/software
         applications at customer's premises, StartCall is uniquely positioned
         to provide easy-to-implement, easy-to-use, and the most cost effective
         and reliable Web live-connectivity solutions, both via the telephone as
         well as in the chat format.

MARKETING
- ---------

The Company will market its products and services through internal direct sales
and Independent Sales Channels. Internet sales and promotion are managed by
Sylvio Martini, our Vice President of Technology, and strategic alliances are
managed by Antonio Treminio, our President and Chief Executive Officer. From its
central offices in Miami, Florida, StartCall manages the marketing,
administration, and coordination for all of the Company's activities. Such
responsibilities include the installation of the ClickIcall and ClickIchat
button to a business Web site, technical support, daily bookkeeping and
scheduling of employee responsibilities.

A business in need of StartCall's service has several options. It can either log
on to our Web site at http://www.clickicall.com and receive live assistance, it
can call our toll free number or send an email to inform us of their interest in
our service. Upon acknowledging such interest, a customer service representative
will contact them to establish the relationship. Within 24 hours thereafter, the
business will be able to have their potential customers utilize the service with
the simple click of a button. A trained StartCall technician will work in
conjunction with the Webmaster to install the services. Once installed, the
process of utilizing the ClickIcall and ClickIchat buttons is quite simple for
the businesses potential customers.

                                      I-10

<PAGE>

For the Internet Voice Button a typical website surfer simply clicks on the
ClickIcall button and downloads the plug-in. This download takes roughly from 1
to up to 4- minutes and is only needed the first time a customer utilizes the
service. Once downloaded, the customer will hear a phone actually ringing. A
live customer service representative will answer the call and be able to answer
the customer's questions. When a customer clicks the "ClickIchat" button on a
Web site, a screen pops up requesting the customer's name, to help personalize
the communication. A Customer Service Representative greets the customer and the
two-way text-chat dialog begins as both parties take turns typing text online.
Because the text-chat sessions are conducted over a secure connection, e-buyers
and Web businesses can enter confidential information without any fear of the
information being hijacked.

We focus to maintain ourselves in constant awareness of new developments of
tightly integrated software design and network architecture that is both
reliable and scalable. We continue to devote significant resources to research
of new innovations. Specifically, together with our partners we plan to expand
the features and functionality of our existing service, develop broader
applications for our service and create new products and services that will
benefit our expanding client base. Our Clickichat partners evaluate emerging
technologies and industry standards and continually update the technology in
response to changes in the real-time, customer service industry. We believe that
these efforts will allow us to effectively anticipate changing client and
end-user requirements in our rapidly evolving industry.

Specifically, together with our partners we plan to expand the features and
functionality of our existing service, develop broader applications for our
service and create new products and services that will benefit our expanding
client base. Our Clickichat partners evaluate emerging technologies and industry
standards and continually update the technology in response to changes in the
real-time, customer service industry. We believe that these efforts will allow
us to effectively anticipate changing client and end-user requirements in our
rapidly evolving industry.

We intend to continue seeking opportunities to form strategic alliances and to
acquire other companies that will enhance our business. We have entered into
selected strategic alliances with re-sellers and customer service call centers
and may enter into additional alliances in the future.

Our marketing activities are funded directly with the Company's working capital
and other activities such as online affiliated programs and link exchange banner
ads, which are funded directly by our strategic partners. Online Affiliated
Programs is a new wave of self creating strategic alliances that automatically
establish online through a network of different web sites, These web sites
measure the number of orders and visitors that one particular web site may get
from or referred by another.

Affiliate Marketing is a revolutionary method for driving profits through
revenue sharing relationships between online merchants and content sites.
Affiliate Marketing pushes products and services out to the consumer on virtual
shelf space across the Web, creating more opportunities for merchants to
generate sales, for affiliates to earn revenue from their sites, and for
consumers to find the products and services they want on the Web.

Through Affiliate Marketing, merchants can place their advertising banners and
links on content sites worldwide and only pay a commission when those links

                                      I-11

<PAGE>

generate a sale or qualified lead. Affiliated content sites can easily convert
their online content into e-commerce by populating it with these
revenue-generating links.

How It Works

With Affiliate Marketing, a merchant recruits content sites to partner with them
as affiliates in exchange for commissions. The merchant provides their
advertising banners and links to their affiliates and assigns a commission for
each click-through to their site, subscription to their service (a lead), or
purchase of their products that is generated from the links. Affiliates place
the tracking code for these ads into their Web pages. Whenever a visitor to the
affiliate's site uses these links to generate a click- through, lead, or sale
for the merchant, that transaction is tracked online. If a product or service is
purchased, the customer pays the merchant directly, and the affiliate is paid a
commission for that transaction.

Why It's Effective

Affiliate Marketing allows you to profit online with your current business or
Web site without the hassle of CPM ad buys and uncertainty about the
effectiveness of your ad dollars. Affiliate Marketing provides results instead
of promises, and Commission Junction gives you all the tools you need to build
and maintain the most successful affiliate and merchant relationships.

Affiliate Marketing with Commission Junction lets you:

          -    Quickly join and set up a program with our Web-based application

          - Work with an experienced and professional customer service team -
          Partner with hundreds of thousands of Web sites worldwide - Manage all
          of these marketing relationships seamlessly online - Receive payments
          in your currency in one monthly check - Rely on a trusted third-party
          tracking and reporting system - Access our advanced ASP technology
          with one password and i.d. - Find answers to all of your affiliate
          marketing questions online - Focus on your core business while we
          provide the tools to manage your affiliate program

          -    Start increasing your online profits today

Presently the Company has two employees and two independent contractors. The two
employees have multiple responsibilities including technology/programmers,
management, clerical and administrative. The two independent contractors are the
sale people for the Company. The Company anticipates that it may employ up to 17
people within the next 12 months: Technology-programmers - 3; Sales - 8;
Administrative - accountant/bookkeeping - 2; Management/Directors - 2; and
Clerical - filing - 2. The Company also outsources to independent contractors
for such areas as sales, marketing, accounting, tax, and other services needs.
The Company has not entered into any collective bargaining agreements. The
Company will offer employee stock compensation programs based on performance
(Bonus programs: stock and cash bonus). Other benefits will include health
insurance, life insurance and retirement plans.

                                      I-12

<PAGE>

Risk Factors

Developmental Stage Company; Limited Operating History: The Company is a
- ------------------------------------------------------
development stage company enterprise organized in October 1999, and as such has
had nominal operating revenues. Further, the Company has no significant assets,
no current earnings, nor any history of operations. The success of the Company
is dependent upon the extent to which it will gain market share and commence
with its planned principal operations. All financial information and financial
projections and other assumptions made by the Company are speculative and, while
based on management's best estimates of projected sales levels, operational
costs, consumer preferences, and the general economic and competitive health of
the Company in the Internet marketplace, there can be no assurance that the
Company will operate profitably or remain solvent. Since October 19, 1999
(Inception) through March 31, 2001, the Company's accumulated losses have been a
total of $433,255.00.

Competition: Short-term and/or long-term competition may become intense once the
- -----------
Company launches its Internet business. Although the Company's financial
projections assume that the industry will generate competition, there can be no
assurances on how any level of competition may impact the financial forecasts
and projections made by management. Some competitors may include large publicly
funded companies. Some of these potential competitors have greater financial and
business resources than the Company. The Company believes that it will be able
to effectively compete with these larger entities but there can be no assurances
that it will be able to do so.

Need for Additional Financing: The lack of adequate funding may adversely affect
- -----------------------------
the Company's ability to meet its short-term objectives. The Company may require
additional financing to expand its operations, maintain public awareness of its
products/services and provide working capital for the anticipated growth of the
Company. There can be no assurance that such financing will be available or, if
available that the terms thereof will be attractive to the Company. The lack of
additional financing may adversely affect the Company's ability to meet its
objectives.

Control of the Corporation; Conflicts of Interest: Management will have the
- -------------------------------------------------
right, assuming the ownership of the Company does not change, to perpetuate
their status as officers and directors and therefore conduct the business and
affairs of the Company. The terms of any employment agreements or other
agreements between the Company and its officers were not the result of any arm's
length bargaining or negotiation, and such transactions involve inherent
conflicts of interest. There is no assurance that such transactions are or will
be favorable to the Company due to the lack of arm's length bargaining. The
board of directors, does however, believe that such agreements and arrangements
are fair to the Company and its shareholders. The percentage of ownership by the
Company's three officers and directors is as follows: Antonio Treminio owns a
total of 907,499 (41.12%) of the outstanding common shares, Sylvio Martini owns
a total of 330,000 (14.95%) common shares and Sean Kanov owns a total of 187,500
(8.50%) common shares. Therefore, the three officers and directors of the
Company own a total of 1,424,999 (64.57%) common shares of the Company which
allows them enough ownership interest to make all of the key decisions necessary
to operate the Company.

                                      I-13

<PAGE>

Minimal Historical Basis for Management's Opinion: The Company has a limited
- --------------------------------------------------
operating history. Accordingly, there is only a minimal basis, other than the
judgment of management, upon which to estimate the volume of sales or the amount
of revenues, which the Company's planned operations may generate. Management's
judgment regarding these estimates is based, in part, upon research into the
current state of the Internet marketplace. Although the financial projections
have been compiled by management to reflect conservative results, subscribers
for the Shares should be aware that conditions and circumstances beyond the
control of management may result in substantial differences in the projected and
actual financial results for the Company.

Dependence on Key Personnel: The Company is dependent upon experienced
- ---------------------------
management team, including its President and Chief Executive Officer, Antonio
Treminio, its Chief Operating Officer, Sylvio Martini, and its Chief Financial
Officer, Sean A. Kanov, CPA. The loss of any of their services could negatively
impact the Company as there is a risk that their services could not be replaced.
Without these services, the growth, progress, and overall success of the Company
may be adversely affected.

Need for Additional Management: We require additional management, middle
- -------------------------------
management and technical personnel. Our business is dependent on continued
services of our key personnel, particularly, President and Chief Executive
Officer, Antonio Treminio, its Chief Operating Officer, Sylvio Martini, and its
Chief Financial Officer, Sean A. Kanov, CPA. However, in order to implement an
expanded website program, we must hire additional management and middle
management and technical personnel. We may be unable to retain our key employees
or attract, assimilate or retain other highly qualified employees. There is
significant competition for qualified employees in the computer programming and
Internet industries. If we do not succeed in attracting new personnel or
retaining and motivating our current personnel, our business will be adversely
affected.

Limited Liability of Management: The Company has adopted provisions to its
- -------------------------------
Articles of Incorporation and bylaws which limit the liability of its officers
and directors and provide for indemnification by the Company of its officers and
directors to the fullest extent permitted by Florida corporate law. Such law
generally provides that its officers and directors shall have no personal
liability to the Company or its shareholders for monetary damages for breaches
of their fiduciary duties as directors, except for breaches of their duties of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of the law, acts involving unlawful payment of
dividends or unlawful stock purchases or redemptions, or any transaction from
which a director derives an improper personal benefit. Such provisions
substantially limit the shareholders' ability to hold officers and directors
liable for breaches of fiduciary duty, and may require the Company to indemnify
its officers and directors.

Losses/Third Party Participation: The Company expects to increase operating
- --------------------------------
expenses and incur losses in the foreseeable future. The Company will rely on
the ability of third parties to properly brand and develop its
marketing/advertising campaigns and structure e-commerce ventures and alliances.

Company's Ability to Survive: Investors should note to Company's independent
- ----------------------------
accountant has expressed substantial doubt about the Company's ability to
continue as a going concern and cautions the users of the Company's financial
statements that these statements do not include any adjustment that might result

                                      I-14

<PAGE>

from the outcome of this uncertainty because the Company is a development stage
enterprise that has not commenced its planned principal operations. Furthermore,
the "going concern" paragraph states that the Company's ability to continue is
also dependent on its ability to, among other things, obtain additional debt and
equity financing, identify customers, secure vendors and suppliers, and
establish an infrastructure for its operations. Therefore, the Company must
increase its operating expenses and that the Company will need to obtain
additional funding necessary for the growth of the Company.


Acquisition Related Risks: The Company intends, as part of its business strategy
to acquire other businesses which are in the industry. Management is unable to
predict whether or when any prospective acquisitions will occur or the
likelihood of a material transaction being completed on favorable terms and
conditions. The Company's ability to finance acquisitions may be constrained by,
among other things, its ability to raise additional capital or obtain debt
financing. Although the Company has no current plans to incur debt financing,
the terms of any future debt financings may significantly limit the Company's
ability to incur indebtedness in connection with other acquisitions. In
addition, acquisitions of other companies commonly involve certain risks,
including, among others: the difficulty of assimilating the acquired operations
and personnel; the potential disruption of the Company's ongoing business and
diversion of resources and management time; the possible inability of management
to maintain uniform standards, controls, procedures and policies; the risks of
entering markets in which the Company has little or no direct prior experience;
and the potential impairment of relationships with employees or customers as a
result of changes in management.

There can be no assurance that the Company will be able to identify, acquire or
profitably manage additional companies or successfully integrate the operations
of additional companies into those of the Company without encountering
significant delays, costs or other problems. The Company may compete for
expansion and acquisition opportunities with other companies who may have
greater financial and other resources than the Company. There can be no
assurance that any acquisition will be made, that the Company will be able to
obtain additional financing needed to finance such acquisitions and, if any
acquisitions are so made, that the acquired business will be successfully
integrated into the Company's operations or that the acquired business will
perform as expected. The Company has no definitive agreement with respect to any
acquisition, although from time to time it has discussions with other companies
and assesses opportunities on an ongoing basis.

The Company may also enter into joint venture transactions. These transactions
present many of the same risks involved in acquisitions and may also involve the
risk that other joint venture partners may have economic, business or legal
interests or objectives that are inconsistent with those of the Company. Joint
venture partners may also be unable to meet their economic or other obligations,
thereby forcing the Company to fulfill these obligations.

Government Regulation:
- ---------------------

The Company's services are subject to significant regulation at the federal,
state and local levels. Delays in receiving required regulatory approvals or the
enactment of new adverse regulation or regulatory requirements may have a
material adverse effect upon the Company.

Government regulation and legal uncertainties could add additional costs to
doing

                                      I-15

<PAGE>

business on the Internet. There are currently few laws or regulations that
specifically regulate communications or commerce on the Internet. However, laws
and regulations may be adopted in the future that address issues such as user
privacy, pricing and the characteristics and quality of products and services.
For example, the Telecommunications Act of 1996 sought to prohibit transmitting
various types of information and content over the Internet. Several
telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and on- line service providers
in a manner similar to long distance telephone carriers and to impose access
fees on those companies. This could increase the cost of transmitting data over
the Internet. Moreover, it may take years to determine the extent to which
existing laws relating to issues such as intellectual property ownership, libel
and personal privacy are applicable to the Internet. Any new laws or regulations
relating to the Internet or any new interpretations of existing laws could
adversely affect our business.

Competition:
- -----------

Because of our small size, we may have difficulty in competing with major
computer, software and Internet companies. All aspects of the Internet market
are new, rapidly evolving and intensely competitive, and we expect competition
to intensify in the future. Barriers to entry are low, and current and new
competitors can easily launch new websites at a relatively low cost using
commercially- available software. Our present competitors include
nationally-known companies, that have expertise in computer and Internet
technology, and a number of other small companies, including those that serve
specialty markets. Other major companies have the financial and technical
ability to compete aggressively in the market for three- dimensional software
products on the Internet. Many, if not all, of these companies have longer
operating histories, larger customer bases, greater brand recognition in other
business and Internet markets and significantly greater financial, marketing,
technical and other resources than we have. Competitive pressures created by any
one of these companies, or by our competitors collectively, could have a
material adverse effect on our business, results of operations and financial
condition, and we can give no assurance that we will be able to compete
successfully against current and future competitors.

We may be unable to respond to the rapid technological change in our industry.
The computer and Internet industries are characterized by rapidly changing
technologies, frequent new product and service introductions and evolving
industry standards. The recent growth of the Internet and intense competition in
our industry make these market characteristics more pronounced. Our future
success will depend on our ability to adapt to rapidly changing technologies by
continually improving the performance features and reliability of our services.
We may experience difficulties that could delay or prevent the successful
development, introduction or marketing of new products and services. In
addition, any enhancements must meet the requirements of our current and
prospective users and must achieve significant market acceptance. We could also
incur substantial costs if we need to modify our service or infrastructures to
adapt to these changes. The failure to offer the most current technologies could
have a material adverse effect upon our business. Furthermore, if
three-dimensional Internet standards evolve in a manner which is incompatible
with out technology, we may not be able to market our technology.

We cannot insure that we can provide our users with a secure environment. Our
website is vulnerable to physical or electronic break-ins, viruses or other

                                      I-16

<PAGE>

problems that affect websites and Internet communication and commerce generally.
As e-commerce becomes more prevalent, our customers may become more concerned
about security. Although we believe that we can implement reasonable security
precautions, security systems can and are sometimes circumvented. The
circumvention of our security measures may result in the misappropriation of
proprietary information, such as credit card information, or interruptions of
our operations. Any security breaches could damage our reputation and expose us
to a risk of loss or liability. We may be required to make significant
investments in our efforts to protect against and to remedy security breaches.
Our failure to address security concerns adequately could materially and
adversely affect our business, financial condition and operating results.

                                      I-17

<PAGE>

Item 2. Management Discussion and Analysis and Plan of Operation
- ----------------------------------------------------------------
<TABLE>
<CAPTION>

                                   January 1,        October 19,
October 19,
                                    2000            (Inception)
(Inception)
                                   through            through
through
                                   December           December
December
                                  31, 2000           31, 1999              31,
2000

- -----------------------------------------------------
<S>                            <C>                   <C>                <C>
Development Stage Revenues     $         7,162       $       -          $
7,162
Development Stage Expenses            (379,127)           (35,138)
(414,265)

- -----------------------------------------------------
Deficit Accumulated During

   Development Stage           $      (371,965)           (35,138)
$(407,103)

</TABLE>

The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements." The following discussion
and analysis contains forward-looking statements, which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results, expectations and plans discussed in these forward-looking statements.

During the past fourteen months, the Company has spent considerable time and
capital resources defining and developing its strategic plan for delivering and
operating its real-time interactive e-commerce technology.



Plan of Operation
- --------------------

StartCall will manage the marketing launch of its services from its office in
Miami where it currently manages the administration and coordination for all of
its other activities. Such responsibilities include the installation of the
ClickiCall and ClickiChat services to business' websites, technical support,
daily bookkeeping and scheduling of employee responsibilities. The installation
of the ClickiChat service is automated and therefore businesses that are
interested in adding our ClickiChat service can simply fill out an online sign
up page. The Company's system will automatically, within 60 to 120 seconds, send
back to the new register user an account number, login name and password with
all instructions in order to set-up their ClickiChat account. Please visit our
sign up page at: www.liveinternethelp.com/signup.htm

                                      I-18

<PAGE>

The installation of the ClikiCall also requires interested parties to sign up an
online form. Once the Company receives the order it takes approximately 24 hours
to get back to its customers with all necessary information in order for them to
install this service onto their Web site.

The Company started offering its service ClickiChat on July 1st, 2000. The
Company intends to continue attracting new marketing partners to continue
increasing the brand name of its services and continue increasing its customer
base. In addition, the Company intends to continue its ongoing marketing
campaign for the following 12 months. Currently, the Company spends
approximately $15,000 per month. In order to fund the Company, the officers and
directors of the Company will continue making capital contributions to the
Company for the next 6 (six) months. Startcall expects to start generating
revenues as soon as August 2001 and estimates that it will have close to or over
1,000 paying customers by August 15th 2001. This is based on the trend of the
ISP and Web hosting industry. Please note that there is no assurance that the
size of this business will reflect the size of this Industry. At the minimum
income per customer of $29.95, the Company should be generating sufficient funds
to cover its current monthly expenses. The Company anticipates that it will
continue adding new services to its service menu with any potential new services
related to its market area.

There are currently over 8,000 ISP and web-hosting companies in the United
States. Even with the current troubles that have plagued the largest of these
organizations, InformationWeek.com, Tech Search and USA Today believe that
industry will continue to grow. The regional nature of their business usually
creates a fixed customer base and margin sensitive business. StartCall intends
to capitalize on these conditions by offering the ISP a simple, effective way
to:

          1)   Add an additional revenue stream that is nearly risk free and
               extremely high margin;
          2)   Offer a set of services that allows them to differentiate
               themselves from the competition; and
          3)   Promote themselves as a business that cares about consumer
               privacy and control on the Internet.

Because StartCall hosts ClickiChat/Support, ISPs will have no internal knowledge
transfer or set-up costs. They simply sign-up as a partner, up-sell to their
clients, and start receiving royalty checks.

Another rapidly growing segment of the e-CRM market is web-based customer
interaction ("WCI"). The WCI market is built upon the premise that
relationships, by their very nature, require a two-way communication. WCI
focuses on translating the traditional web based experience of a human
interacting with a computer into a human interacting with a human over an
electronic medium. WCI software sales are expected to reach $1.8 billion by
2004.

If customers cannot get immediate support and care, they often seek alternative
purchase selections. Integrated customer service via chat has proven to reduce
abandoned shopping carts anywhere from 20-50%. Many companies offer web chat
products, including LivePerson, Cisco, CS-Live, RightNow, and FaceTime. However,
in today's environment only 8% of e-commerce sites provide some form of online
interaction, even though more than 90% of online shoppers would like it to be
available while they shop online. StartCall believes that this market is going
to experience rapid expansion over the next two years.

The Company does not foresee purchasing any major equipment or changes on the

                                      I-19

<PAGE>

number of employees for the next 6 months. The Company feels that once it
reaches approximately 10,000 customers, new positions will be available in the
areas of customer service, marketing and business development.

The Company anticipates that it will raise additional funding once it reaches
10,000 customers within the next twelve (12) months.

Development Stage Revenues
- --------------------------

The Company's operations have been devoted primarily to designing its business
and marketing plans and building an infrastructure. The ability of the Company
to achieve its business objectives is contingent upon its success in raising
additional capital until adequate revenues are realized from operations. The
source of the Company's revenues in January 1, 2000 to December 31, 2000
primarily consisted of miscellaneous consulting projects performed during the
period.

Development Stage Expenses
- --------------------------

Development stage expenses during the fourteen-month period primarily consisted
of accounting, legal, consulting, other professional fees, internet charges,
office expenses and other related operating expenses which are necessitated by
operating in a public environment. In addition, included in development stage
expenses are marketing and promotional expenses that consist of costs incurred
in connection with raising capital and promoting the Company. At this time, the
percentage that the Company spends in research is less than 10% of its total
expenses. Ongoing increases to development stage expenses are anticipated during
the year 2001.

Liquidity and Capital Resources
- -------------------------------

Despite capital contributions and related party loans, the Company from time to
time experienced cash flow shortages that have slowed the Company's growth. The
Company has primarily financed its activities from sales of capital stock of the
Company under a private placement offering that is further disclosed in the
financial statements. In addition, the Company obtained financing from loans
from certain shareholders. The terms of these are further disclosed in the notes
to the financial statements. A significant portion of the funds raised from the
sale of capital stock has been used to cover working capital needs such as
office expenses and various consulting and professional fees. During 2000, the
consequences of those cash flow shortages has been an increase of accrued
expenses and stockholder loans bringing those amounts to approximately $66,000
and $78,000, respectively. The stockholder loans begin accruing interest on June
1, 2000 at 8% per annum. Principal and interest are due on August 30, 2002.

The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from its shareholders. A significant portion of the
funds raised from the sale of capital stock has been used to cover working
capital needs such as office expenses and various consulting and professional
fees.

The Company intends to start earning revenue approximately 30 days after it
launch its services on June 1st, 2001. Initially, the Company will have its
Marketing Partners start sending email to their customers about the Company's
services and will offer them a 30 FREE Trial. These Partners will also add the
Company's services in their list of menus and the Company will start making
presentations to its local businesses and over the Internet, trade shows etc.

                                      I-20

<PAGE>

The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.

Item 3. Description of Property.
- ---------------------------------

The Company has a lease to rent 1,049 square feet of office space located at 719
5th Street, Miami Beach, Florida 33139. The Company pays $2,075 per for the
space. The lease expires on November 30, 2002 and the Company has an option to
renew the lease for an additional 2 years.

Item 4. Security Ownership of Certain Beneficial Owners and Management.
- -----------------------------------------------------------------------

As of March 1, 2001, there were 2,207,450 shares of our common stock, $0.000666
par value issued and outstanding. The following tabulates holdings of our shares
of common stock by each person who, as of March 1, 2001, holds of record or is
known by management to own beneficially more than 5% of our common shares and,
in addition, by all of our directors and officers individually and as a group.
Each named beneficial owner has sole voting and investment power with respect to
the shares set forth opposite their name.

Security Ownership of Beneficial Owners (1)(2):
<TABLE>
<CAPTION>
Title of Class         Name & Address              Amount           Percent
- ------------------------------------------------------------------------------
<S>                    <C>                         <C>              <C>
Common                 Antonio Treminio            907,449          41.12%
                       719 5th Street
                       Miami Beach, Florida
                       33139

Common                 Sylvio Martini              330,000          14.95%
                       719 5th Street
                       Miami Beach, Florida
                       33139

Common                 Sean Kanov                  187,500           8.50%
                       719 5th Street
                       Miami Beach, Florida
                       33139

</TABLE>

Security Ownership of Management (3):
<TABLE>
<CAPTION>

Title of Class         Name & Address              Amount            Percent
- --------------------------------------------------------------------------------

                                      I-21

<PAGE>

<S>                    <C>                         <C>               <C>
Common                 Antonio Treminio            907,449           41.12%
                       719 5th Street
                       Miami Beach, Florida
                       33139

Common                 Sylvio Martini              330,000           14.95%
                       719 5th Street
                       Miami Beach, Florida
                       33139

Common                 Sean Kanov                  187,500            8.50%
                       719 5th Street
                       Miami Beach, Florida
                       33139

All directors and executive                      1,424,949           64.57%
Officers as a group (2 persons)
</TABLE>

(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable community property laws.

(2) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above table and subject to community
property laws where applicable, we believe that each shareholder named in the
above table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.

                                      I-22

<PAGE>

Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------

Antonio Treminio, 30, has been President, Chief Executive Officer and Director
of the Company since inception. As the Chief Executive Officer and President of
StartCall.com, Inc., Mr. Treminioss responsibilities include managing the
overall operations, the direction of the company's business strategies, and
strategic partnerships. Mr. Treminio directed a public relations firm in Miami,
Florida called SEM Capital from June, 1997 to September, 1999, which
successfully represented Rica Foods, Inc., the largest publicly traded company
in the Caribbean and Central America with over 120 million dollars in annual
sales (www.ricafoods.com) (ASE: RCF). He assisted Rica Foods, Inc. in their
marketing campaign to increase its market name recognition among the Wall Street
community and as result the company's stock was ranked 7th in performance in
1998 by the Miami Herald, Florida Stocks.

He commenced employment with Midland Walwyn, Inc. an Investment Banking &
Brokerage firm in Toronto, Canada (Today known as Merrill Lynch, Canada Ltd.
From Summer 1993 till Dec. 1993). He relocated to the United States and was
employed by Dean Witter Reynolds in early 1994, with a focus in establishing
referral
                                      I-23

<PAGE>

agreement programs with Latin American financial institutions. Mr. Treminio
attended The Loyalist College Business School in Ontario, Canada from 1989
through 1993.

Sean Kanov, 28, has been Chief Financial Officer and Director of the Company
since inception and his responsibilities include all organization and management
of all financial matters. Mr. Kanov has been employed by Mallah, Furman & Co.,
PA as a certified public accountant specializing in small business corporations
in the South Florida area for the past five years. He works full time at Mallah
Furman & Co. and part time basis with StartCall. He is a member of the American
Institute of Certified Public Accountants and the Florida Institute of Certified
Public Accountants as well as an active participant within the Greater Miami
Chamber of Commerce. He received his Bachelor of Business Administration from
the University of Texas at Austin in May 1994 and received his Masters of
Science in Taxation from Florida International University in December 1995.

Sylvio Martini, 26, has been the Chief Operating Officer and Director of the
Company since inception and is in charge of the Internet application
development, web design, and programming for the Company. Mr Martini has over 5
years experience in the Internet consulting industry and development of
e-commerce Web sites. He was employed with Quad International, Inc. February
1997, - December 1999. His responsibilities were web design, project
coordinator, and marketing of online store . Responsible for maintenance and
upgrades of a membership website with over 15,000 members. He received his
Bachelor of Computer Science from the University of Sao Paulo in Brazil.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

Item 6. Executive Compensation.
- -------------------------------

The compensation for the last fiscal periods was zero for all directors and key
personnel. The following sets forth the executive compensation for the indicated
fiscal year.

<TABLE>
<CAPTION>

Name        Position      Year     Salary     Bonus     Other Stock Options
- --------------------------------------------------------------------------------
<S>           <C>          <C>
Antonio     President/CEO $120,000.00 effective July 1st, 2001 - June 30, 2002
Treminio                  $180,000.00 effective July 1st, 2002 - June 30, 2003
                          $250,000.00 effective July 1st, 2003 - June 30, 2004

Sean Kanov  CFO            $12,000.00 effective July 1st, 2001 - June 30, 2002

                                      I-24

<PAGE>

Sylvio      Director      $ 85,000.00 effective July 1st, 2001 - June 30, 2002
Martini                   $140,000.00 effective July 1st, 2002 - June 30, 2003
VP-Technology            $ 195,000.00 effective July 1st, 2003 - June 30, 2004
</TABLE>

No compensation has been paid in prior years and there are no salaries owed to
any director and /or key employees. The Company has been in business for
fourteen months. Our shareholders may in the future determine to pay Director's
fees and reimburse Directors for expenses related to their activities.

Item 7. Certain Relationships and Related Transactions.
- -------------------------------------------------------


During 1999, Sem Capital, Inc. ("SEM"), an affiliated entity through commons
ownership, paid certain general and administrative, marketing and promotion
costs on behalf of the Company and advanced funds to the company for the
purchase of property and equipment. Antonio Treminio, President of the Company,
owns SEM. The aggregate amount of advances made to the Company and expenses paid
on behalf of the Company totaled approximately $22,600. This amount was paid
back to SEM during 2000. No further transactions have taken place with SEM. Sem
Capital does not own any shares of the Company.

Item 8. Description of Securities.
- ----------------------------------

Qualification.

The following statements constitute brief summaries of our Articles of
Incorporation and Bylaws, as amended. Such summaries do not purport to be
complete and are qualified in their entirety by reference to the full text of
our Articles of Incorporation and Bylaws.

Common Stock.

Our Articles of Incorporation authorize us to issue up to 50,000,000 Common
Shares, $0.000666 par value per common share and no Preferred Shares. As of
March 1, 2001, there are 2,207,450 shares of our common stock outstanding. All
outstanding Common Shares are legally issued, fully paid and non-assessable.

Liquidation Rights.

Upon our liquidation or dissolution, each outstanding Common Share will be
entitled to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.

Dividend Rights.

We do not have limitations or restrictions upon the rights of our Board of
Directors to declare dividends, and we may pay dividends on our shares of stock
in cash, property, or our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the provisions of the
Delaware Statutes. We have not paid dividends to date, and we do not anticipate
that we will pay any dividends in the foreseeable future.

Voting Rights.

Holders of our Common Shares are entitled to cast one vote for each share held

                                      I-25

<PAGE>

of record at all shareholders meetings for all purposes.

Other Rights.

Common Shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional Common Shares
in the event of a subsequent offering.

There are no other material rights of the common not included herein. There is
no provision in our charter or by- laws that would delay, defer or prevent a
change in control of us. We have not issued debt securities.

                                      I-26

<PAGE>

                                     PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
- ----------------------------------------------------------

There is no established public trading market for our securities. After the
Securities and Exchange Commission declares this document effective, we intend
to seek a listing on the OTC Electronic Bulletin Board in the United States. Our
shares cannot trade on the OTC Bulletin Board until all SEC comments relating to
this Form 10-SB have been resolved. Our shares are not and have not been listed
or quoted on any exchange or quotation system.

As of March 1, 2001, there were 2,207,450 shares of our common stock issued and
outstanding. We have never paid dividends on our shares. We currently intend to
retain earnings for use in our business and do not anticipate paying any
dividends in the foreseeable future.

As of the date of this registration, we have 42 holders of record of our common
stock. We currently have one class of common stock outstanding.

Certain securities herein are restricted securities as defined under Rule 144 of
the Securities Act of 1933 and may only be sold under Rule 144 or otherwise
under an effective registration statement or an exemption from registration, if
available. Rule 144 generally provides that a person who has satisfied a
one-year holding period for the restricted securities and is not an affiliate of
us may sell such securities subject to the Rule 144 provisions. Under Rule 144,
directors, executive officers, and persons or entities they control or who
control them may sell shares that have satisfied the one year holding period for
the restricted securities in an amount limited to, in any three-month period,
the greater of 1% of our outstanding shares of common stock or the average of
the weekly trading volume in our common stock during the four calendar weeks
preceding a sale. All sales under Rule 144 must also be made without violating
the manner-of-sale provisions, notice requirements, and the availability of
public information about us. A sale of shares by such security holders, whether
under Rule 144 or otherwise, may have a depressing effect upon the price of our
common stock in any market that might develop. As of May 15, 2001, the three
shareholders that have restricted stock can sell their shares in accordance with
and subject to the resale restrictions of Rule 144. Therefore pursuant to Rule
144, each of these shareholders can sell 22,074 shares (1% of the outstanding
shares-2,207,450) within a ninety day period.

Penny Stock Considerations.

                                      II-1

<PAGE>

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares will likely be subject to such penny stock rules,
and our shareholders will, in all likelihood, find it difficult to sell their
securities.

No market exists for our securities and there is no assurance that a regular
trading market will develop, or if developed will be sustained. A shareholder,
in all likelihood, therefore, will not be able to resell the securities referred
to herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or understandings with any person in regard to the development of a
trading market in any of our securities.

Item 2. Legal Proceedings.
- --------------------------

We are not a party to any pending legal proceeding, and we are not aware of any
contemplated legal proceeding by a governmental authority involving us.

Item 3. Changes in and Disagreements with Accountants.
- -------------------------------------------------------

During the two most recent fiscal years and the subsequent interim period, we
have had no disagreement, resignation or dismissal of the principal independent
accountant for the Company. Our accountant at this time is Jewett, Schwartz &
Associates, 2514 Hollywood Blvd., Suite 508, Hollywood Florida 33020. Our
previous accountant was The DeCarlo Group, 1101 Brickell Avenue, PO Box 310115,
Miami, Florida 33231. Larry Wolfe, CPA, of Jewett, Schwartz & Associates was the
associate at The DeCarlo Group who prepared the audited financials statements
for the Company and Mr. Wolfe and Jewett, Schwartz & Associates have assumed the
accuracy of the audited financial statements.

Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------

The following sets forth information relating to all of our previous sales of
securities, which were not registered under the Securities Act of 1933.

StartCall.com, Inc. was incorporated in the State of Florida formed in October,

                                      II-2

<PAGE>

1999 under the name Click and Call Corporation. On June 5, 2000 the Company
filed a Certificate of Amendment with the Secretary of State of Florida changing
the name of the Company to StartCall.com, Inc. and at that time restricted
common shares were issued to the following officers of the Company for services
rendered to the Company: Antonio Treminio-907,449 shares; Sylvio Martini-330,000
shares; and Sean Kanov-187,500 shares. Such shares were issued to these founders
in reliance on the exemption under Section 4(2) of the Securities Act of 1933,
as amended (the "Act"). Such shares met the requirements for this exemption
since these officers of the Company were qualified in terms of financial
sophistication and had access to material information about the Company.

In July, 2000, the Company filed a Form U-7 with the Nevada Securities Division
pursuant to the Rule 504 exemption under Regulation D of the Securities Act of
1933. On October 26, 2000, the Company received a Notice of Effectiveness from
the State of Nevada confirming that the Form U-7 was effective in the State of
Nevada as of October 20, 2000. Thereafter, in November 2000, we completed the
offering pursuant to the Rule 504 exemption promulgated under Regulation D of
the 1933 Securities Act in compliance with Rule 90.403 of the Nevada Revised
Statutes. Pursuant to this offering, the Company issued a total of 707,500
shares of our common stock at a price of $.40 per share to the following 39
shareholders for an aggregate offering price of $283,000. The following sets
forth the identity of the class of persons to whom Startcall sold these shares
and the amount of shares for each shareholder:

John Cathro Jr.                                       2,500
Robert J. Kolesar Jr.                                 5,000
John and Dawn Straus                                  2,500
James J. Bounce                                       2,500
Valerie Pine                                          5,000
Rivka Paris                                           2,500
Philip Davis                                          5,000
Sandra L. Othick                                     12,500
Rolland R. Othick                                    25,000
Ted Weisman                                           2,500
Philip Weisman                                        2,500
Max Gray                                              5,000
Carolyn F. Hamilton                                   5,000
Peter Ventrella                                       5,000
Ben Spano                                            25,000
Michael Becker                                        5,000
Michael Minetti                                       5,000
Carol A. Skarda                                      12,500
Danny T. Skarda                                      12,500
Nancy L. Erwin                                       12,500
James C. Thompson                                    12,500
Mohit Ramchand                                        5,000
Ryan O. Skarda                                       12,500
Denny R. Mason                                      275,000
Matthew B. Othick                                    25,000
Russell W. Hamilton Jr.                               5,000
Russell W. Hamilton Sr.                               5,000
Joey Whitacre                                         5,000
Steven Cyr                                            2,500
Marco Semeraro                                        2,500
Susan Davis                                           5,000
Anthony Testolin                                      5,000

                                      II-3

<PAGE>

Jerry Buzz Horden                                     2,500
Lynne David                                           5,000
Frederic David                                        5,000
Vanessa Nix                                           5,000
John N. and Phyllis Pedote                            5,000
Gerald L. Erwin                                      12,500
John and Robin Wolslegel                              7,500


The Common Stock issued in the Company's Regulation D, Rule 504 offering was
issued in a transaction not involving a public offering in reliance upon an
exemption from registration provided by Rule 504 of Regulation D promulgated
under the Act.

In accordance with Section 230.504 (b)(1) of the Securities Act of 1933, these
shares qualified for exemption under the Rule 504 exemption for this offerings
since it met the following requirements set forth in Reg. Section 230.504:

         (A)      No general solicitation or advertising was conducted by the
                  Company in connection with the offering of any of the Shares.

         (B)      At the time of the offering the Company was not: (1) subject
                  to the reporting requirements of Section 13 or 15 (d) of the
                  Exchange Act; or (2) an "investment company" within the
                  meaning of the federal securities laws.

                  (3) a development stage company that either has no specific
                  business plan or purpose or has indicated that its business
                  plan is to engage in a merger or acquisition with an
                  unidentified company or companies, or other entity or person.

          (C)     Neither the Company, nor any predecessor of the Company, nor
                  any director of the Company, nor any beneficial owner of 10%
                  or more of any class of the Company's equity securities, nor
                  any promoter currently connected with the Company in any
                  capacity has been convicted within the past ten years of any
                  felony in connection with the purchase or sale of any
                  security.

         (D)      The offers and sales of securities by the Company pursuant to
                  the offerings were not attempts to evade any registration or
                  resale requirements of the securities laws of the United
                  States or any of its states.

         (E)      None of the investors are affiliated with any director,
                  officer or promoter of the Company or any beneficial owner of
                  10% or more of the Company's securities.

         (F)      The aggregate offering price did not exceed $1,000,000, less
                  the aggregate offering price for all securities sold within
                  the twelve months.

         (G)      The Company has complied with the requirements of Rule 504 of
                  Regulation D promulgated pursuant to the Act and of applicable
                  state exemptions from registration in the offers and sales by
                  the Company of its securities in these offerings.

In accordance with Section 230.504 (b)(1) of the Act, these shares were

                                      II-4

<PAGE>

designated as unrestricted since they qualified for exemption under Section
230.504 since such transactions satisfy the terms and conditions of Sections
230.501 and 230.502 (a) of the Act since such offering was registered in the
State of Nevada without violation of any Federal or state securities law or
regulation.

We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.

Item 5. Indemnification of Directors and Officers.
- --------------------------------------------------

Our Articles of Incorporation provide that, to the fullest extent permitted by
law, none of our directors or officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to our shareholders or us.
In addition, we shall have the power, by our by-laws or in any resolution of our
stockholders or directors, to undertake to indemnify the officers and directors
of ours against any contingency or peril as may be determined to be in our best
interest and in conjunction therewith, to procure, at our expense, policies of
insurance.

                                      II-5

<PAGE>

                                    PART F/S

The audited financial statements prepared by Jewett, Schwartz & Associates, 2514
Hollywood Blvd., Suite 508, Hollywood Florida 33020 and as of and for the
periods ending January 1, 2000 through December 31, 2000, October 19, 1999
(Inception) through December 31, 1999 and for the period October 19, (Inception)
through December 31, 2000 are filed herewith.

                               STARTCALL.COM, INC.
                        (A Development State Enterprise)

                          AUDITED FINANCIAL STATEMENTS

                     December 31, 2000 and December 31, 1999
                                       and

                     For the periods January 1, 2000 through

                               December 31, 2000,

                  October 19, 1999 (Date of Inception) through

                                December 31, 1999

                     and Inception through December 31, 2000

<TABLE>
<CAPTION>

                      INDEX TO AUDITED FINANCIAL STATEMENTS

                                                                     Page
<S>                                                                  <C>
Report of Independent Accountants                                    2

Balance Sheets                                                       3

Statement of Operations                                              4

Statements of Changes in Stockholders Equity (Deficiency)            5

Statements of Cash Flows                                             6

Notes to Financial Statements                                        7-21
</TABLE>

                                       F-1

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
Startcall.com, Inc.
Miami, FL

We have audited the accompanying balance sheets of Startcall.com, Inc. (A
Development Stage Enterprise) (the "Company") as of December 31, 2000 and
December 31, 1999, and the related statements of operations, changes in
stockholders' (deficiency) equity, and cash flows for the periods January 1,
2000 through December 31, 2000, October 19, 1999 (Date of Inception) through
December 31, 1999 and Inception through December 31, 2000. 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 have 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 and 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 Startcall.com, Inc. as of
December 31, 2000 and December 31, 1999, and the results of its operations and
its cash flow for the periods then ended in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note A to the financial
statements, the Company is a development stage enterprise that has not commenced
its planned principal operations and is reporting accumulated losses since
inception totaling approximately $407,000. Accordingly, the Company's ability to
continue as a going concern is dependent on its ability to, among other things,
obtain additional debt and equity financing, identify customers and secure
vendors and suppliers, and establish an infrastructure for its planned
operation. Management's plans in regard to these matters are also described in
Note A. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Jewett, Schwartz & Associates
February 19, 2001

Hollywood, FL

                                       F-2

<PAGE>

                               STARTCALL.COM, INC.
                        (A Development Stage Enterprise)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                               As of December 31,
                                               ------------------
                                              2000            1999
                                              ----            ----
<S>                                           <C>             <C>
ASSETS

CURRENT ASSETS
Cash                                            $0.00          $1,341
Due from shareholder                            4,327           1,900
Prepaid expenses                               30,419            0.00
                                               -----------------------
TOTAL CURRENT ASSETS                           34,746           3,241

PROPERTY AND EQUIPMENT                         27,647          40,381

OTHER ASSETS                                    4,355            0.00
                                               -----------------------
TOTAL ASSETS                                  $66,748         $43,622
                                              ========================

               LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY

LIABILITIES

CURRENT LIABILITIES

Checks drawn in excess of cash balance        $11,288           $0.00
Current portion notes payable -
related parties                                 2,760          29,617
Accounts payable and

accrued expenses                               65,903          13,242
                                              -------------------------
TOTAL CURRENT LIABILITIES                      79,951          42,859

LONG-TERM DEBT - related parties,
net of current portion                         75,000            0.00

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIENCY) EQUITY             (88,203)            762
                                              -------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIENCY) EQUITY             $66,748         $43,621
                                              =========================
</TABLE>

               See accompanying report of independent accountants
                       and notes to financial statements.

                                       F-3

<PAGE>

                               STARTCALL.COM, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                   For the periods ended
                                                 October 19,     October 19,
                                                    1999            1999
                                                 (Inception)     (Inception)
                                                   through         through
                               December 31,       December 31,    December 31,
                                  2000               1999            2000
                                  ----               ----            ----
<S>                              <C>             <C>            <C>
REVENUES                            $7,162          $0.00          $7,162

OPERATING EXPENSES
Organization                                        5,554           5,554
General and administrative         280,347         19,614         299,961
Research and development            60,263          9,056          69,319
Marketing and promotional           38,517            914          39,431
                                  --------       --------        --------
TOTAL OPERATING EXPENSES           379,127         35,138         414,265
                                  --------       --------        --------
LOSS BEFORE INCOME TAX BENEFIT    (371,965)       (35,138)       (407,103)

INCOME TAX BENEFIT, net               0.00           0.00            0.00
                                  --------       --------        --------
NET LOSS                         $(371,965)      $(35,138)      $(407,103)
                                  ========       ========        ========
Loss per share of common stock -

 Basic and Diluted                $  (0.22)      $  (0.02)       $  (0.20)
                                  ========       ========        ========

</TABLE>

               See accompanying report of independent accountants
                       and notes to financial statements.

                                       F-4

<PAGE>
                               STARTCALL.COM, INC.
                        (A Development Stage Enterprise)

           STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY
<TABLE>
<CAPTION>
                                                         Common Stock
                                                         ------------
                            Transaction        Shares                      Stock
                                Date           Issued       Par Value
Subscribed
                                ----           ------       ---------
- ----------
<S>                         <C>                  <C>         <C>           <C>

BALANCE - October 19, 1999

Common stock subscriptions
 received                  October 19, 1999
$1,000

Common Stock issued in
 consideration for
 Legal Expense paid by
 stockholder               October 20, 1999         240         $240
(240)

Common stock issued
 for cash                  November 16, 1999         50           50
(50)

Common stock issued in
 consideration for
 Purchase of property
 and equipment
 by a stockholder          November 17, 1999        490          490
(490)

Common stock issued in
 consideration for
 Purchase of property
 and equipment

 by a stockholder          November 17, 1999        220          220
(220)

Net loss for the period
 October 19, 1999
 (Inception) through
  December 31, 1999
                         -------------------------------------------------------
BALANCE - DECEMBER 31, 1999                       1,000       $1,000
$0.00

Common stock surrendered       June 29, 2000     (1,000)     $(1,000)

Common stock issued
 in exchange for shares
 surrendered                   July 1, 2000   1,499,950       $1,000

Common stock issued at
 $.40 per share                July 26, 2000    707,500         $472

Net loss for the year ended
December 31, 2000
                         -------------------------------------------------------
BALANCE - DECEMBER 31, 2000                   2,207,450       $1,472
$0.00
                         =======================================================
</TABLE>

               See accompanying report of independent accountants
                       and notes to financial statements.

                                       F-5

<PAGE>

                               STARTCALL.COM, INC.
                        (A Development Stage Enterprise)

           STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY
                                    CONTINUED
                                    ---------
<TABLE>
<CAPTION>
                              Common                         Deficit
                              Stock        Additional      Accumulated
                           Subscriptions    Paid-In     During Development
                            Receivable      Capital           Stage
Total
                            ----------      -------           -----
- -----
<S>                            <C>       <C>                  <C>            <C>
BALANCE - October 19, 1999

Common stock subscriptions
 received                    $1,000

Common Stock issued in
 consideration for
 Legal Expense paid by
 stockholder                    240         $2,260

Common stock issued
 for cash                        50         19,950

Common stock issued in
 consideration for
 Purchase of property
 and equipment
 by a stockholder               490          7,910

Common stock issued in
 consideration for
 Purchase of property
 and equipment
 by a stockholder               220          4,780

Net loss for the period
 October 19, 1999
 (Inception) through
  December 31, 1999
                         -------------------------------------------------------
BALANCE - DECEMBER 31, 1999   $0.00         34,900

Common stock surrendered

Common stock issued

 in exchange for shares
 surrendered

Common stock issued at
 $.40 per share                            282,528

Net loss for the year ended
December 31, 2000
                         -------------------------------------------------------
BALANCE - DECEMBER 31, 2000    0.00      $ 317,428            $(407,103)
                         =======================================================
</TABLE>

               See accompanying report of independent accountants
                       and notes to financial statements.

                                  F-5 Continue

<PAGE>

                               STARTCALL.COM, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

                           INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>
                                                 For the periods ended
                                                 ---------------------
                                                 October 19,     October 19,
                                                    1999            1999
                                                 (Inception)     (Inception)
                                                   through         through
                               December 31,       December 31,    December 31,
                                  2000               1999            2000
                                  ----               ----            ----
<S>                              <C>                <C>               <C>
Cash Flows From Operating
Activities
Net loss                        $(371,965)          (35,138)          (407,103)
Adjustments to reconcile net
loss to net cash used by
operating activities
Depreciation                       13,154             2,258             15,412
(Increase) in prepaid assets      (30,419)             0.00            (30,419)
Increase in accounts payable
and accrued expenses               52,660            12,349             65,009
                            ---- -----------------------------------------------
Total adjustments                  35,395            14,607             50,002
                            ----------------------------------------------------
Net Cash Provided (Used) by

Operating Activities             (336,570)          (20,531)          (357,101)
                            ----------------------------------------------------
Cash Flows From Investing Activities

Security deposits paid             (4,355)             0.00             (4,355)
Advances to shareholder            (2,427)           (1,900)            (4,327)
Purchases of fixed assets            (420)          (12,100)           (12,520)
                            ----------------------------------------------------
Net Cash Provided (Used) by

Investing Activities               (7,202)          (14,000)           (21,202)
                            ----------------------------------------------------

Cash Flows From Financing Activities

Issuance of common stock          283,000            20,000            303,000
Proceeds from shareholder loans      0.00             6,998              6,998
Net proceeds from notes payable -
related parties                    48,143             8,874             57,017
                            ----------------------------------------------------
Net Cash Provided (Used) by

Financing Activities              331,143            35,872            367,015
                            ----------------------------------------------------
NET INCREASE (DECREASE) IN CASH   (12,629)            1,341            (11,288)

CASH AT BEGINNING OF PERIOD         1,341              0.00               0.00
                            ----------------------------------------------------
CASH AT END OF PERIOD            $(11,288)           $1,341           $(11,288)
                            ====================================================
</TABLE>

               See accompanying report of independent accountants
                       and notes to financial statements.

                                       F-6

<PAGE>

                               STARTCALL.COM, INC.
                        (A Development State Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summarized below are the significant accounting policies of STARTCALL.COM, INC.

The Company: STARTCALL.COM, INC. (the "Company"), incorporated in the State of
- ----------- Florida effective October 19, 1999 (Date of Inception), established
its corporate offices in Miami, Florida.

On June 7, 2000, the Company filed an amendment to the Articles of Incorporation
effecting a name change to STARTCALL.COM, INC., and changed its capital
structure as disclosed in Note G to these financial statements.

Because the Company meets the criteria of a development stage enterprise, as
discussed more fully below, these financial statements are presented in
accordance with Statements of the Financial Accounting Standards ("SFAS") Number
7, "Accounting and Reporting by Development Stage Enterprises".

Nature of the Business: The Company plans on operating as
- ----------------------- an Application Service Provider, or ASP, and offering
real- time interaction technology as an outsource service. Management is in the
process of establishing a viable solution to real-time access to commerce
business over the Internet. The Company plans to offer these businesses the
opportunity to improve their online customer care service capabilities by
placing an internet voice box and a Text Chat button with a URL push feature on
the websites of some of these potential domestic and international business
customers. These tools should not only provide the visitors and customers of a
particular website live help at the crucial point of purchase, but they should
also facilitate other types of needed assistance.

Development Stage Enterprise: The Company is currently
- ----------------------------- devoting substantially all of its efforts to
establishing a new business and its planned principle operations have not
commenced as of December 31, 2000. In their efforts to establish a new business,
management is commencing with design of its business and marketing plans that
include the following: preparation of a financial plan, cash forecast and
operating budget; identifying markets to raise additional equity capital and
debt financing; embarking on research and development activities; performing
employment searches, recruiting and hiring technicians and management and
industry specialists; acquiring operational and technological assets; and,
developing market and distribution strategies. General and administrative
expenses include professional fees, internet service charges, and other related
operating expenses. Marketing and promotional expenses include costs incurred in
connection with raising capital and promoting the Company.

                                       F-7

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-- Continued

Research and Development Costs: Generally accepted accounting principles state
that costs that provide no discernible future benefits, or allocating costs on
the basis of association with revenues or among several accounting periods that
serve no useful purpose, should be charged to expense in the period occurred.
Since the Company is in its development state, SFAS No. 2 "Accounting for
Research and Development Costs" requires that certain costs be charged to
current operations including, but not limited to: salaries and benefits;
contract labor; consulting and professional fees; depreciation; repairs and
maintenance on operational assets used in the production of prototypes; testing
and modifying product and service capabilities and design; and, other similar
costs.

Basis of Presentation: In accordance with SFAS No.7, the Company's policy
- --------------------- regarding the preparation of these financial statements
includes the presenting, in addition to its statements of operations, changes in
stockholders' (deficiency) equity and cash flows, the cumulative amounts of
revenues and expenses, stockholder equity transactions and cash flows since
Inception through December 31, 2000.

The Company's independent accountants are including a "going concern" paragraph
in their audit report accompanying these financial statements that cautions the
uses of the Company's financial statements that these statements do not include
any adjustments that might result from the outcome of this uncertainty because
the Company is a development stage enterprise that has not commenced its planned
principal operations. Furthermore, the "going concern" paragraph states that the
Company's ability to continue is also dependent on its ability to, among other
things, obtain additional debt and equity financing, identify customers, secure
vendors and suppliers, and establish an infrastructure for its operations.

Even though the Company has not commenced planned principle operations or
generated revenues from prospective customers nor has it secured the funding
necessary to meet its current working capital needs, management believes that,
despite the extent of the financial requirements and funding uncertainties going
forward, it has under development a business plan that, if successfully funded
and executed as in integral part of a financial structuring, the Company can
overcome the concerns of the independent accountants within the next twelve
months.

                                       F-8

<PAGE>

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-- Continued

Management continues to actively seek various sources and methods of short and
long-term financing and support; however, there can be no assurances that some
or all of the necessary financing can be obtained. Management continues to
explore alternatives that include seeking strategic investors, lenders and/or
technology partners and pursuing other transactions that, if consummated, might
ultimately result in the dilution of the interest of the current stockholders.

Because of the nature and extent of the uncertainties, many of which are outside
the control of the Company, there can be no assurances that the Company will be
able to ultimately consummate planned principal operations or secure the
necessary financing.

Start-up Costs: Cost incurred in connection with commencing operations,
- ---------------
including general and administrative expenses, are charged to operations in the
period incurred.


Revenue Recognition: The Company recognizes revenues upon the delivery of a
- -------------------- product or service. Installation, maintenance and service
fees paid in advance by customers are initially recorded as deferred revenues
and subsequently amortized over the life of their respective contract periods,
except in those instances whereby the contracts contain forfeiture and/or
nonrefundable fee provisions. Accordingly, in those instances, revenue is earned
upon receipt.


Property and Equipment: Property and equipment are stated
- ----------------------- at cost. Depreciation and amortization are provided in
amounts sufficient to relate the cost of depreciable assets to operations over
their estimated service lives. When applicable, leasehold improvements and
capital leases are amortized over the lives of respective leases, or the service
lives of the improvements, whichever is less.

The straight-line method of depreciation is used for financial reporting
purposes.

The estimated useful lives, of property and equipment, are as follows:

                                                   YEARS

Computer equipment, peripherals and software        2-3
Office equipment                                    3-5
Furniture and fixtures                              5-7

                                       F-9

<PAGE>

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-- Continued

Expenditures for renewals and improvements that significantly extend the useful
life of an asset are capitalized. The costs of software used in the business
operations are capitalized and amortized over their expected useful lives.
Expenditures for maintenance and repairs are charged to operations when
incurred. When assets are sold or retired, the cost of the asset and the related
accumulated depreciation are removed from the accounts and any gain or loss is
recognized at such time.

Earnings Per Common Share: In calculating earnings per
- -------------------------- common share, basic earnings per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding, excluding the diluted effects of stock options.

Use of Estimates: In preparing financial statements in conformity with generally
- -----------------
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenditures during the reported periods. Actual
results could differ materially from those estimates. Estimates may include, but
not be limited to, those pertaining to the estimated useful lives of property
and equipment and software, determining the estimated net realizable value of
receivables, and the realization of deferred tax assets.

Stock-Based Compensation: The Company will account for
- -------------------------- stock-based compensation using the intrinsic vale
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stork Issued to Employees". Compensation costs for stock options, if any, is
measured as the excess of the quoted market price of the Company's stock at the
date of grant over the amount the employee must pay to acquire the stock.
Restricted stock is recorded as compensation costs over the requisite vesting
periods based on the market value on the date of grant. Compensation costs for
shares issued under performance share plans are recorded based upon the current
market value of the Company's stock at the end of each period.

Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", established accounting and disclosure requirements
using a fair-value- based method of accounting for stock-based employee
compensation plans. The Company is electing to use APB Opinion No. 25 as its
method of accounting and is adopting the disclosure requirements of SFAS No.
123.

                                      F-10

<PAGE>

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-- Continued

The fair value of each option grant is to be estimated on the date of grant
using the Black-Scholes option pricing model and certain weighted-average
assumptions.

Risks and Uncertainties: Management regularly evaluates risks and uncertainties
- ------------------------
and, when probable that a loss or expense will be incurred, a charge to current
period operations is recorded.

Even though the Company does not have sufficient assets and liquidity, the
Company's management has elected to self- insure the Company against losses, if
any, that might be otherwise insurable if the Company maintained business
insurance including; business interruption; property, wind and flood; general
and automobile liability; errors and omissions; and, officers and directors
coverage. From inception through December 31, 2000, management is not aware of
any event, transaction or matter that requires disclosure and/or adjustment to
these financial statements with respect to uninsured losses, except as many
otherwise be disclosed in these footnotes. However, because of the current
financial condition of the Company, should any uninsured claim or loss occur,
the ability of the Company to continue might be adversely effected.

Additionally, the Company has agreed, as set forth in it's By-Laws, to indemnify
to the fullest extent permitted or authorized by current or future legislation,
judicial or administrative decision, all past and present employees, agents,
directors, officers and representatives against any fine, liability, cost or
expense asserted against them or incurred by them in the above capacities.

Because of the rapid evolution of the industry in which the Company operates,
its ability to operate may be adversely effected by future changes in Federal
and state regulations.

Income Taxes: On December 29, 1999, the stockholders holding a majority of the
- -------------
shares of the Company's issued and outstanding shares voted to terminate its
S-election with the Internal Revenue Service, with an effective date retroactive
to October 19, 1999.

The Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be recovered. The Company
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.

                                      F-11

<PAGE>

NOTE B--OFFERING MEMORANDUM

The Company filed a Form U-7 SCOR Offering Memorandum, on July 26, 2000, under
Regulation D promulgated under the Securities Act of 1933, as amended. However,
this share offering was not registered under the 1933 Act, or the securities
laws of any state. The Offering was made available for sale in Nevada and, in
order to meet the conditions for exemption from the registration requirements
under the securities laws of certain jurisdictions, accredited investors who are
residents of such jurisdiction will be required to meet certain suitability
requirements.

The Company planned on offering a maximum of 706,750 shares of the Company's
$.000666 par value common stock at an offering price of $.40 per share. However,
the actual amount of shares sold was 707,500. The issuance of these shares has a
dilutive effect on the book value per share of the Company's common stock. The
total amount of gross proceeds realized on the Offering totaled $283,000.

This Offering was made on an "all-or-none basis" utilizing subscription
agreements containing the applicable terms, conditions and requirements; there
are no underwriters; and, the Company was required to maintain on deposit with
an escrow agent the proceeds from the Offering equaling twenty- five (25%)
percent of the total gross proceeds until all of the securities under this
Offering are sold.

NOTE C--PROPERTY AND EQUIPMENT

At December 31, property and equipment consists of the following:

<TABLE>
<CAPTION>

                                              2000           1999
                                              ----           ----
<S>                                    <C>            <C>
Computer equipment, peripherals

    and software                       $    34,896    $     34,476
Office equipment                             8,163           8,162
                                            43,059          42,638

Less:  accumulated depreciation            (15,411)         (2,257)
                                       --------------------------------
     TOTAL                             $    27,647    $     40,381
</TABLE>

The Company's property and equipment may be subject to liens subject to certain
conditions as set forth in agreements described in Note H to these financial
statements.

                                      F-12

<PAGE>

NOTE D- - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
<TABLE>
<CAPTION>
                           December 31, 2000          December 31, 1999
                           -----------------          -----------------
<S>                        <C>                        <C>
Accounts payable           $          26,706          $         12,349
Accrued expenses:
  Interest                             2,510                      -
  Professional fees                   15,000                      -
  General and administrative          21,687                       893
                           -----------------------------------------------
     TOTAL                 $          65,903          $         13,242

</TABLE>

NOTE E-- NOTES PAYABLE - RELATED PARTIES

Notes payable to related parties consist of the following:

<TABLE>
<CAPTION>

<S>                                                          <C>           <C>

10% unsecured loan payable to shareholder paid in 2000.      $      -
$4,238

8%   Unsecured notes payable to shareholders, interest begins accruing on June
     1, 2000.

     Principal and interest due on August 30, 2002             75,000
- -

10%  Unsecured demand note payable to shareholder,
     interest begins accruing on June 1, 2000                   2,760
2,760

10%  Unsecured demand note payable to affiliate, paid in 2000       -
22,619

- ----------------------
TOTAL                                                          77,760
29,617

Less current portion                                           (2,760)
- -

- ----------------------
     TOTAL, net of current portion                           $ 75,000
$29,617

======================
</TABLE>

                                      F-13

<PAGE>

NOTE F-- TRANSACTIONS WITH AFFILIATE AND STOCKHOLDERS

In connection with the start-up of the Company, certain general and
administrative, marketing and promotion costs, and research and development
costs, charged to operations, were paid on behalf of the Company, as summarized
below:

<TABLE>
<CAPTION>

                      January 1, 2000          Inception            Inception
                         Through                 Through             Through
                       December 31,            December 31,         December 31,
                          2000                   1999                 2000
                          ----                   ----                 ----
<S>                 <C>              <C>                 <C>
Affiliate $                -         $            8,874  $           8,874
Stockholders               -                      6,998  $           6,998
                     -----------------------------------------------------------
              TOTAL $      -         $           15,872  $          15,872
                     ===========================================================
</TABLE>

In addition, summarized below is the non-cash investing and financing activities
with related parties:

<TABLE>
<CAPTION>

                      January 1, 2000          Inception            Inception
                         Through                 Through             Through
                      December 31,            December 31,         December 31,
                          2000                   1999                 2000
                          ----                   ----                 ----
<S>                   <C>                 <C>                      <C>
Affiliate:
 Funds advanced for the
 purchase of property
 and equipment.       $      -            $      13,745            $     13,745
                      ---------------------------------------------------------

Stockholders:
 Stockholders issued
 promissory notes  in
 connection  with  their
 direct payment to
 vendors for the
 purchase of property
 and equipment.       $      -                    2,500                   2,500
                      ---------------------------------------------------------
</TABLE>

                                      F-14

<PAGE>

NOTE F-- TRANSACTIONS WITH AFFILIATE AND STOCKHOLDERS --Continued
<TABLE>

<S>                        <C>                   <C>                  <C>
 Stockholders issued common
 stock in connections with
 their direct payment to
 vendors for the purchase
 of property and
 equipment.                     -                    13,400           13,400
                           --------------------------------------------------
     TOTAL STOCKHOLDERS         -                    15,900           15,900
                           --------------------------------------------------
     TOTAL AFFILIATE AND
          STOCKHOLDERS     $    -                $   29,645          $29,645
                           ==================================================
</TABLE>

The Affiliate is owned 100% by a majority stockholder of the Company.

During the year ended December 31, 2000, consulting fees were paid to a
stockholder totaling approximately $17,000.

NOTE G-- STOCKHOLDERS' EQUITY

The Articles of Incorporation, initially filed with the State of Florida,
authorize only one class of stock: 1000 shares of one ($1,00) dollar par value
common stock. The holders of these shares of common stock do not have cumulative
voting rights. Shares are not issued until paid for in full.

On June 7, 2000, the Board of Directors approved an amendment to the Articles of
Incorporation, authorizing the Company to issue up to 50,000,000 shares of
$.000666 par value common stock. On June 29, 2000, the 1000 previously issued
and outstanding shares of the $1.00 par value common stock were tendered by each
shareholder and canceled. In exchange for the tendered shares, on July 1, 2000
the Company issued 1,499,950 shares of its $.000666 par value stock that
resulted in a dilution of the Company's book value per share.

                                      F-15

<PAGE>

NOTE G-- STOCKHOLDERS' EQUITY-Continued

As more fully disclosed in Note B to these financial statements, the Offering
Memorandum provides for the sale of an additional 707,500 shares of the
Company's $.000666 par value common stock at a price of $.40 per share.

NOTE H--COMMITMENTS

Summarized below are certain contracts and agreements executed by the Company
from October 19, 1999 (Inception) through December 31, 2000.

License and Distribution Agreement and the End-User License Agreement:
- ----------------------------------------------------------- On October 19, 1999,
the Company ("Licensee"), entered into a License and Distribution Agreement and
an End-User License Agreement, herein collectively referred to as the "License
Agreement" with and unrelated third party ("Licensor"). The Licensor grants the
Licensee a perpetual, nonexclusive, non-transferable license to use certain
software solely for the Licensee's business purpose, without further re-selling
or distribution, except the Licensee may duplicate and distribute the software
to end-user customers. The Licensee may also use the Licensor's trade names and
trademarks. The media containing the software is subject to a 90-day warranty,
but the Licensor does not warrant its software. The fee structure associated
with this agreement is disclosed in the Distribution Partner Agreement described
below.

Distribution Partner Agreement: On June 14, 2000, the
- ------------------------------- Company executed a Distribution Partnership
Agreement (the "Distribution Agreement") with the unrelated third party
Licensor. The Distribution Agreement provides that the Company distribute to its
customers, the Licensor's web-to- phone Internet telephony and multimedia
services.

The Company, at its expense, is responsible for providing the first level of
technical support to its customers relating to the use of the Licensor's
software and services, subject to the terms of the Licensor's standard support
agreement and, the License and Distribution Agreement and the End-User License
Agreement, disclosed in the preceding paragraph of these financial statements.
The Licensor has agreed to provide the second level of technical support to the
Company's customers, subject to the terms of its standard support agreement.

The Distribution Agreement sets forth a combination of one or more of the
following fee structures: (a) Session Pricing--Connection costs per "customer
session" subject to various volume levels; (b) Minimum Volume Commitments--
Twelve (12) non-refundable minimum monthly payments by the Company of one
thousand ($1,000.00) dollars to be applied to the first one thousand of monthly
charges with no carryover if the minimum is not met. The entire amount of twelve
thousand ($12,000) dollars is payable

                                      F-16

<PAGE>

NOTE H-COMMITMENTS--continued

in advance upon execution of the Distribution Agreement; (c) Programming
Fees--The Company is subject to a fifty ($50) dollar one-time "start-up" fee per
customer. The Distribution Agreements are for a one (1) year term and are
subject to automatic one-year renewals unless terminated by either party with
thirty (30) days written notice prior to the expiration of the then-effective
term. The $12,000 fee was paid in June 2000. At December 31, 2000 the unexpensed
portion of this fee is included in prepaid expenses.



The Distribution Agreements may also be terminated by either party with seven
(7) days prior written notice in the event of an occurrence of certain defined
events, including a material breach of the terms and conditions therein.

Dealer/Promoter Agreements: During 2000, the Company executed various
- ---------------------------
non-exclusive agreements whereby these independent contractors agree to use
their best efforts to cause end-users to purchase the Company's services. During
the terms of these Agreements, the Company has agreed to pay the
Dealer/Promoters a commission in accordance with the established schedules, as
more fully described in each of the duly executed original service agreements.
These Agreements expire under various criteria ranging from the earlier of six
(6) to twelve (12) months, or the sale of two (2000) to five (5,000) thousand
accounts of ClickIChat and/or ClickICall services. The Agreements are renewable
under certain conditions and may be canceled by either party with thirty (30)
days advance written notice.

The Agreements, among other things, set forth certain performance, compensation
and charge-back provisions as follows:

     CLICKICHAT SERVICE: (a) Performance Standards- - The Dealer/Promoters must
sell Chat Licenses at a minimum standard price per month based on sessions, plus
the installations fees, and at the defined minimum sales levels for the number
of new subscribers and billing revenues; (b) Compensation- - The
Dealer/Promoters will be paid commissions ranging between fifteen (15%) and
twenty (20%) percent of the total sales they generate and an additional
thirty-three and one-third (33 1/3%) percent of the installation fees when the
sales are deemed "qualified" under the terms of these Agreements.

     CLICKICALL SERVICE: (a) Compensation --The Dealer/Promoters will be paid
commissions ranging between fifteen (15%) and twenty (20%) percent of the total
sales they generate and an additional thirty-three and one-third (33 1/3%)
percent of the installation fees when the sales are deemed "qualified" under the
terms of

                                      F-17

<PAGE>

NOTE H--COMMITMENTS-Continued

these Agreements. (b) Duration--The compensation schedules are in effect the
earlier that a certain number of accounts are sold or the expiration of the
stated contract periods, at which time the parties agree to renegotiate the
various fee provisions. The Company may charge-back the Dealer/Promoters for
uncollectible accounts of customers, but only to the extent of the amount of
subsequent fees earned by the Dealer/Promoters.

One agreement requires the Company to maintain a prepaid commission balance of
$25,000, included in prepaid assets, to offset against the dealer's share of
revenues. The Company is required to pay an additional deposit upon the sooner
of acquiring 1000 customers or reaching a zero balance.

Employment Agreements: Effective July 1, 2000, the Company extended three-year
employment agreements to two of its officers, who are also stockholders of the
Company. These agreements, among other things, contain certain provisions
relating: nondisclosure and development; protecting licensed materials;
non-compete and non-solicitation restrictions. The annual compensation for one
officer totals $120,000, $180,000 and $195,000 and the other totals $85,000,
$140,000 and $195,000 for each of the twelve (12) month periods ending June 30,
2002, 2003 and 2004, respectively, or upon the Company commencing operations,
whichever is sooner.

Lease Agreement: The Company conducts its operations from facilities that are
- ----------------
leased under a two-year lease agreement expiring on September 14, 2002. There is
an option to renew for an additional two years at an increased monthly rental.
Under the lease agreement the Company is subject to additional charges related
to their proportionate of operating expenses as well as maintaining minimum
levels of insurance coverage.

                                      F-18

<PAGE>

NOTE H--COMMITMENTS-Continued

Future minimum lease payments required under this lease as of December 31, 2000
are as follows:

<TABLE>
<CAPTION>
Year
- ----
<S>                              <C>
2001                             $23,550
2002                              18,000
                                ----------
Total minimum lease payments     $41,550
                                ----------
</TABLE>

Rent expense was $6,829 and $33,775 and $40,604 for the periods October 19, 1999
(inception) through December 31, 1999, the year ended December 31, 2000, and for
the period October 19, 1999 (Inception) through December 31, 2000, respectively.

Stock Compensation Plans: On December 29, 1999, the Board
- ------------------------- of Directors approved the adopting of three stock
option plans that will provide for the granting of stock options to officers and
key employees. The objectives of these plans include attracting and retaining
the quality personnel, providing for additional performance incentives, and
promoting the success of the Company by providing employees the opportunity to
acquire the common stock of the Company. In connection with these plans, the
Company is authorized to grant options up to 714,285 shares. Options to be
granted under these plans will be at prices, which are either equal to or above
the market value of the stock on the date of grant, vest over two-, three-and
four-year periods, and expire ten years after the grant dates.

The Company will account for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issues to Employees", under which no compensation cost for stock options
is recognized for stock option awards granted at or above fair market value. If
the compensation expense for the Company's three stock-based plans are
determined based No. 123, "Accounting for Stock-Based Compensation", the
Company's net earnings and upon fair values at the grant dates for awards under
these plans in accordance with SFAS earnings per share will be reduced to pro
forma amounts to be disclosed in the financial statements for the applicable
periods.

As of December 31, 2000, the Company has not granted any stock options or
rights.

                                      F-19

<PAGE>

NOTE I--CONTINGENCIES

Going Concern: As discussed previously in Note A to these financial statements,
- --------------
uncertainties exist with respect to the Company's ability to continue as a going
concern.

Lack of Insurance: As previously discussed in these financial statements, the
- ------------------
Company does not maintain any insurance coverage and the Company therefore, is
in violation of certain agreements. Upon receipt of the net proceeds, if any,
from the Offering Memorandum discussed in Note B to these financial statements,
management intends to secure the necessary insurance coverage. No estimates have
been made as to the amounts that may be required should an unexpected loss occur
and, accordingly, no accruals have been made in these financial statement for
self-insurance reserves that might be necessary.

NOTE J--EARNINGS (LOSS) PER SHARE OF COMMON STOCK

Statement of Financial Accounting Standards No 128, "Earning Per Share,"
requires two presentations of earnings (loss) per share - "basic" and "diluted."
Basic earnings per share is computed by dividing income available to common
stockholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. The computation of diluted earnings (loss) per
share is similar to basic earning per share, except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potentially dilutive common shares had been issued The
numerator in calculating both basic and diluted earnings (loss) per share for
each period is the reported net income (loss). The denominator is based on the
following weighted-average number of common shares outstanding for each of the
respective periods:

<TABLE>
<CAPTION>
  December 31, 1999       December 31, 2000     October 19, 1999
                                               (Inception) through
                                                 December 31, 2000
  ------------------------------------------------------------------
<S>                       <C>                  <C>

  1,499,950               1,704,571            2,000,395
</TABLE>

A difference between basic and diluted weighted-average common shares arises
from the assumption that dilutive stock options outstanding, if any, are
exercised. Stock options and warrants are not included in the diluted earnings
(loss) per share calculation when the exercise price is greater than the average
market price. The Company does not have any dilutive stock options outstanding
as of December 31, 2000.

                                      F-20

<PAGE>

NOTE K--INCOME TAXES

As previously discussed, the stockholders elected to terminate, retroactively to
October 19, 1999, the S- Corporation income tax filing status for the Company.
The stockholders are filing with the Internal Revenue Service, a letter of
request for retroactive termination, accompanied by the Statement of Consent to
Revocation of Election signed by the stockholders. The Company is confident that
the IRS will grant the Company's request to be a C corporation and, accordingly,
these financial statements are prepared under the SFAS No. 109, "Accounting for
Income Taxes".

The Company did not provide any current or deferred US federal or state income
tax provision or benefit for any of the periods presented because it has
experienced operating losses since inception. The Company has provided a full
valuation allowance on the deferred tax asset, consisting primarily of net
operating loss, because of uncertainty regarding its realizability.

At December 31, 2000 the Company had a net operating loss carryforward of
approximately $407,000. Utilization of these net operating losses, which begin
to expire in year 2019, may be subject to certain limitations under section 382
of the Internal Revenue Code of 1986, as amended, and other limitations under
state tax laws.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets at December 31 are approximately as follows:

<TABLE>
<CAPTION>
                                                     2000            1999
                                                     ----            ----
<S>                                               <C>             <C>
Net operating loss carryforward                   $ 153,000       $  13,000
Valuation allowance for deferred tax assets.       (153,000)        (13,000)
Net deferred tax assets                           $    -          $    -
</TABLE>

                                      F-21

<PAGE>

                                    PART III

Item 1.  Index to Exhibits

<TABLE>
<S>                     <C>
Exhibit Number          Description

3(i)            Articles of Incorporation and Amendments *

3(ii)           By-laws *

10.1            Dealer/Promoter Agreement between Startcall.com, Inc. and
                Click 1-2-1.COM. Inc.

10.2            Distribution Partner Agreement between VocalTec Communications
                and Click And Call, Corp.

*    Filed with the original Form 10-SB filed on February 9, 2001 (SEC File
     No. 0-32429)


</TABLE>

                                      III-1

<PAGE>

                                   Signatures

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

          STARTCALL.COM, INC.

          /s/ Antonio Treminio
          ----------------------------
          By: ANTONIO TREMINIO
          Title: President and Director


          Date: August 1, 2001


                                      III-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>f10sba3dealeragr_startcall.txt
<DESCRIPTION>DEALER/PROMOTER AGREEMENT
<TEXT>
                            DEALER/PROMOTER AGREEMENT

Whereas, Click 1-2-1.COM Inc. (hereinafter "Click"), a Florida corporation whose
address is 10400 N.W. 33rd Street, Suite 290, Miami, Florida 33172 is engaged in
the business of designing, developing, producing, supplying and distributing
various Internet-related services, including telephony services initiated by the
Internet (hereinafter "Services"); and Whereas, Click utilizes the services of
independent contractors (hereinafter "Promoters") to resell said Services to end
users; and Whereas the below signed independent contractor desires to become a
Promoter of Click's services in accordance with the terms and compensation basis
outlined herein, and for such other and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Click and Promoter hereby agree as
follows:

1.       Duties and Rights of Promoter

1.1  Promoter shall use its best efforts to cause end-users to purchase Click's
     services in accordance with the Click Service Agreement provided in the
     Click 1-2-1 Guide.

1.2  Any additional products or services offered or sold to Promoters
     accounts will be commissionable to Promoter. This applies to any new
     products and services provided by Click and offered to Promoter's customer
     base. Promoter shall be Click's non exclusive dealer for selling "Internet
     related services".

1.3  In selling the Service, Promoter shall use only marketing materials and
     forms approved by Click, which together with materials supplied by Click,
     remain the property of Click. Promoter shall not make any changes to such
     forms or materials without the prior express written consent of Click.

1.4  Promoter shall assist in collection of fees from end user.

1.5  Promoter represents that it is authorized to do business where-ever its
     solicits end users, and that, Promoter will conduct business in full
     compliance with all applicable laws, rules, regulations and orders, and in
     a manner consistent with such procedures as Click may adopt from time to
     time, including those currently set forth in the Click 1-2-1 Guide.

1.6  Promoter agrees to defend and forever indemnify and hold Click harmless
     from and against all claims, loss, damages and expenses incurred by Click
     resulting from the breach by Promoter of any of its representations,
     warranties or undertakings set forth in this Agreement or otherwise arising
     from the acts or omissions of Promoter.

1.7  Promoter is an independent contractor and as such shall be fully
     responsible for the application of the Social Security Act, the Federal
     Unemployment Tax Act, the Fair Labor Standards Act, the Minimum Wage and
     Overtime Provisions, the Internal revenue Code Provisions and other
     federal, state and local laws and regulations.

1.8  Promoter shall have no authority, and shall not purport to have authority,
     to enter into any contract or commitment on behalf of Click.

2.       Duties/Rights of Click

2.1  Click agrees to make payments due to Promoter under this Agreement.

2.2  Click agrees to provide and/or make available to Promoter documents and
     information normally provided by Click and necessary to fulfill Promoter's
     duties hereunder, including, but not limited to, Application Documents,
     Service Agreements, marketing materials and documents and information
     regarding practices to configure the Service and

<PAGE>

         support the Services.

2.3  Click reserves unto itself final approval to accept or reject all
     Application Documents presented by Promoter to Click. Upon determination of
     whether to enter a Service Agreement with a prospective end-user, Click
     shall endeavor to immediately i8nform Promoter of its decision.

2.4  Click may in its discretion amend, withdraw, substitute, or modify the
     Services, the area in which the Services are offered, and/or the rates and
     charges applicable to the Services. Click shall have the right to refuse to
     provide Services to any prospective end-user or any existing end-user
     without incurring liability to Promoter.

2.5  Click reserves the right to engage an unlimited number of entities or
     individuals other than Promoter to perform the same or similar Services on
     behalf of Click and to engage in direct selling of such Services anywhere
     that Click offers Services.

2.6  Click has the right to set off from any amount that would otherwise be
     payable to Promoter the full amount of any damages and attorney fees to
     which Click is entitled due to the breach of this Agreement. Promoter
     consents to the attachment of Promoter's commissions to be held in escrow
     during the pendency of litigation.

3.       Compensation

3.1  Click shall pay Promoter a commission for accounts in accordance with the
     Compensation Schedule set forth as Appendix A (and Incorporated herein) and
     as further set forth in this paragraph. Promoter shall only receive
     commission from those accounts resulting from Promoter's efforts as
     evidenced by a duly executed original Service Agreement during the term of
     this Agreement and at times when neither Promoter nor end-user is in breach
     or default of this Agreement and/or the Service Agreement. The amount upon
     which commissions are calculated, as outlined in "Appendix A", shall be all
     payments made by end-user to Click for usage of the Services during the
     term of the Service Agreement, less taxes, penalties for late payment or
     improper use, set offs as set forth in 2.6 above, adjustments,
     charge-backs, credits in favor of end-users, and costs of collection
     (including attorney's fees). Click shall not reimburse Promoter for any
     costs or expenses incurred by Promoter pursuant to its performance of
     Duties under this Agreement.

3.2  Commissions will be payable to Promoter not later than the latest day of
     each month following the month of Click's receipt.

3.3  BOTH PARTIES UNDERSTAND AND AGREE THAT IT IS THE CUSTOMERS RESPONSIBILITY
     TO CHECK THEIR ACCOUNT ON THE INTERNET, SINCE NO BILLS ARE MAILED, TO
     INSURE THAT THEIR ACCOUNT HAS A SUFFICIENT CREDIT BALANCE TO PAY ALL
     CHARGES AS THEY OCCUR, INCLUDING MONTHLY ACCESS FEES, OR THE SERVICE WILL
     BE TERMINATED.

4.   Terms and Termination

4.1  This Agreement is effective upon execution by the last party to sign, and
     expires the sooner of six (6) months or the sale of 2000 Chat Licenses.
     This Agreement may thereafter renew on terms mutually agreeable to both
     parties. This Agreement may be terminated by either party at any time upon
     30 days written notice or by a new term Agreement is executed, which shall
     supercede this Agreement.

<PAGE>

4.2  This Agreement can be terminated by Click, with no less than 30 days
     notice, of the Promoter fails to meet performance requirements as outlined
     in "Appendix A".

4.3  This Agreement may be terminated by either party in the event of a material
     breach by the other party which is not cured within 30 days of receipt of
     written notice. In addition, this Agreement shall terminate 30 days after
     the filing, against either Parties assets, of a petition in bankruptcy or
     insolvency, or for reorganization or for the appointment of a receiver or
     trustee, of all or a portion of such Party's property, pursuant to a
     statute of the United States or any State, where such filing is not
     discharged or withdrawn within said 30 day period.

4.4  This Agreement may be terminated upon 30 days written notice for conduct by
     Promoter that Click deems injurious to Click's reputation.

4.5  This Agreement shall terminate immediately upon the death or disability of
     Promoter, or if Promoter is unable to perform its Duties for any
     consecutive 30 day period for any reason.

4.6  After termination of this Agreement, Promoter shall cease use of materials
     provided by and approved by Click as set forth in paragraphs 1.3 and 2.2
     herein, and shall immediately return to Click all originals and copies of
     customers lists and other proprietary information as set forth in
     paragraphs 5.1 and 5.2 below.

4.7  Promoter may not assign or transfer its interest, rights or obligations
     under this Agreement without the prior written consent of Click.

4.8  This Agreement may be terminated by Click if Promoter uses Click products
     in the process of "Spamming" customers or potential customers on the
     Internet. Promoter acknowledges and consents to the termination of
     end-users who use Click products in the process of "Spamming" on the
     Internet.

5.   Confidential Information and Intellectual Property

5.1  Any compilation, including databases, lists and/or agreement, containing
     any and all active customer (end-user) information gathered by Click or by
     Promoter during the term of this Agreement, including but not limited to
     name and address, pricing/purchasing information, financial information,
     and the like is the proprietary, trade secret information of Click and
     shall be turned to Click upon request or termination of this Agreement.

5.2  Further confidential/proprietary information of Click is to be returned to
     Click upon request or termination of this Agreement, includes but is not
     limited to any and all documents, compensation schedules, records,
     techniques, marketing program materials, computer software programs,
     database, code files, Reseller Guide, computer files containing images or
     graphic designs and any other information in any form or computer data
     relating to the business of Click.

5.3  Upon termination of this Agreement, Promoter will not use proprietary
     information of Click for any purpose. At no time during the term of this
     Agreement will Promoter make use of the proprietary information of Click as
     defined above other than for the express purposes set forth int this
     Agreement.

5.4  This Section shall not in any way limit Click's breadth of protection under
     applicable trade secret and unfair competition laws.

5.5  During the term of this Agreement, Promoter shall use certain trademarks,
     trade names, service marks, copyrights, common law marks, logos and other
     intellectual property

<PAGE>

     assets owned by Click, as expressly approved in advance, in writing, by
     Click. Promoter's usage of the above-described intellectual property shall
     be in connection with resale/promotion of the Click Services. Promoter
     shall not use any trade names, copyright, trademarks, service marks, logos
     or the like, which are confusingly similiar to any intellectual properties
     of Click. The intellectual property assets and the good will associated
     therewith remain the sole property of Click. Promoter shall use applicable
     notice by all Click intellectual property as set forth int eh Click Guide.

6.   Miscellaneous Provisions

6.1  Each party represents that it has the right to enter into this Agreement,
     that its signatories have the authority to bind and that the performance of
     the terms of this Agreement do not violate confidentially, non-compete or
     other agreement by which the party is bound.

6.2  Click makes no representation that is intellectual property assets do not
     infringe on the rights of any person anywhere in the world, that the goods
     will beof a specified quality or that they will not be interrupted, that
     the Services comply with the laws of any country other than the U.S.A., or
     that value added, excise or other taxes, or equipment surcharges are not
     payable on the Services.

6.3  CLICK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE,
     INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR PURPOSE, WITHOUT LIMITING THE FOREGOING, PROMOTER
     FULLY RELEASES AND RELIEVES CLICK FORM ALL LIABILITY FOR ALL DAMAGES,
     COSTS, EXPENSES AND LIABILITIES OF EVERY KIND AND NATURE, INCLUDING WITHOUT
     LIMITATION, LOST PROFITS, DAMAGE TO GOODWILL AND ALL CONSEQUENTIAL SPECIAL,
     INDIRECT, PUNITIVE AND OTHER DAMAGES WHATSOEVER, ARISING OUT OF THE
     PERFORMANCE OR NONPERFORMANCE OF THE SERVICE.

6.4  In the event any of the provisions of this Agreement are deemed to be
     invalid or unenforceable by Court order, or otherwise, the unenforceable
     provision shall be deemed serverable from the remainder of this Agreement
     and the remaining provisions shall remain binding.

6.5  The terms and provisions of this Agreement shall be governed and enforced
     pursuant to the laws of the state of Florida. Promoter hereby submits to
     the jurisdiction of the courts of Miami, Dade County and/or the Southern
     District of Florida to resolve any dispute relating to the terms of this
     Agreement or the Services addressed in this Agreement.

6.6  Neither Party shall be liable to the other Party for any delay in
     performing obligations under this Agreement, if such delay is caused by
     circumstances beyond the non- performing Party's reasonable control,
     including, but not limited to, any delay caused by any act or omission of
     the other Party, acts of God, war, floods, windstorm, labor disputes or
     delay of essential materials or services.

6.7  This Agreement constitutes the sole and entire Agreement among the Parties
     pertaining to the subject matter contained herein and supercedes and
     cancels any and all contemporaneous agreements or understandings, whether
     oral or written, among the parties with respect to the subject matter
     contained herein.

<PAGE>

PROMOTER: STARTCALL CORP.
ADDRESS:  1001 BRICKELL BAY DR.
          SUITE 1402, MIAMI FL
PHONE:    305-579-9008
Name:     Antonio Treminio             Name:            Ernesto Liebster
Title:    President                    Title            C.O.O.
Signature /s/ Antonio Treminio         Signature        /s/ Ernesto Liebster

                                                        6/9/00

<PAGE>

                  CLICK INTERCONNECT DEALER/PROMOTER AGREEMENT

                            APPENDIX "B" Co-Branding

Click And Call Corporation ("Click And Call") and Click Interconnect, Inc. now
known as Click 1-2-1.COM, Inc ("Click") entered into a Delaer/Promotion
Agreement on March , 2000 and wish to amend that Agreement as follows:

         1.       Click hereby agrees to Co-Branding with Click And Call, the
                  Visitor Pop-Up Screen known as the "Chat Login Operator Login"
                  and the "Back Office" on Click's Live Chat Service, subject to
                  certain restrictions. Co-Branding is limited to those areas
                  and specifications designated in the "Screen/Logo
                  Customization Guidelines" which is attached as "Exhibit 1". In
                  addition, these creens which will be prepared by Click, shall
                  contain the following text, "Powered by Click 1-2- 1.COM Inc."

         2.       All other provisions of the Agreement remain the same.

Appendix "B" amend and merges into the Agreement dated March , 2000 and becomes
effective upon the last party to sign. It expires upon the expiration of the
underlying Agreement.

Click And Call Corporation           Click 1-2-1.COM Inc.

By: /s/ Antonio Treminio             Ernesto Liebster

Its' President                       Its' C.O.O.

(X) ANTONION TREMINIO                (X) /s/ Ernesto Liebster

Date: 3/16/00                        Date: 3/16/00

<PAGE>

                             Amendment to Agreement
                                     between

                              Click 1-2-1.COM Inc.
                                       and
                               Startcall.com, Inc.

WHEREAS Click 1-2-1.COM Inc. ("Click") and Startcall.com, Inc. ("Start Call"),
taken together (the "Parties"), entered into a DEALER/PROMOTER AGREEMENT March
10, 2000 (the "Agreement"), and now wish to extend and modify that Agreement,
effective on the date the last party executes this Amendment.

AND WHEREAS the Parties have exchanged mutual promises, as well as other good
and valuable consideration, the sufficiency of which is hereby acknowledge.

NOW THEREFORE, the Parties have agreed to that the term of the Agreement shall
be extended for an additional twelve (12) months from the effective date of this
Amendment, and

A.  Click hereby agrees to permit Start Call to:

          1.   Promote its' ChatLive service with a thirty (30) day free trial
               offer to mutually agreed upon data bases of customers and through
               its' normal sales channels, until Start Call acquires three
               thousand (3000) paying customers for Click's ChatLive service,
               and

          2.   Sell ChatLive with other services, as a package, provided Start
               Call obtains Click's advance approval for the package, and

          3.   Invoice and collect from customers directly in the situation
               detailed in Item A.2, above, provided Click and Start Call
               mutually agreement that an adequate billing, audit and customer
               management system is provided for these customer. All other
               customers will be billed by Click.

B. Start Call agrees:

          1.   To pay Click upon the execution of the Amendment a Refundable
               Deposit of twenty-five thousand dollars ($25,000), to be applied
               against Click's shares of Revenue from customers described in
               Item A, 3 above, and

          2.   To pay Click an additional Deposit of twenty-five thousand
               dollars ($25,000), upon the sooner of: Click, or
               a)   Start Call acquiring one thousand (1,000) ChatLive customers
                    for Click, or
               b)   Start Call reaching a zero ($0.00) balance on their original
                    twenty-five thousand dollar ($25,000) Deposit detailed in
                    Item B.1. above.

AGREED:

Click 1-2-1.COM Inc.           Startcall.com, Inc.

/s/ Steven T. Stripe           /s/ Antonio Treminio
- -------------------------      --------------------
By: Steven T. Stripe           By: Antonio Treminio

Title: CEO                     Title: President

Dated: 11/6/00                 Nov. 1/00


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>f10sba3distagr_startcall.txt
<DESCRIPTION>DISTRIBUTION PARTNER AGREEMENT
<TEXT>
                         DISTRIBUTION PARTNER AGREEMENT

THIS DISTRIBUTION PARTNER AGREEMENT ("Agreement") is made as of this 14 day of
June 2000 (the "Effective Date") by and between:

VOCALTEC COMMUNICATIONS INC., a Delaware corporation located at 1 Executive
Drive, Fort Lee, NJ ("VocalTec"): and

CLICK AND CALL CORP. a corporation duly existing pursuant to the laws of the
State of Florida with offices at 1001 Brickell Bay Drive, Suite 1402, Miami, FL
33131, Doing Business as "StartCall.com, Inc." (Start Call)

WITNESSETH:

WHEREAS: VocalTec (through its Surf&CAll Network Services division) develops,
markets and manages Voice over IP, e-commerce and customer care applications and
services; and

WHEREAS: Start Call provides e-commerce customer care services

WHEREAS: Start Call wishes to distribute to its customers VocalTec's
web-to-phone Internet telephony and multimedia services (the "Partner
Agreement").

NOW THEREFORE the parties hereto agree as follows:

1. DEFINITIONS

"Services" shall mean providing Internet Telephony customer interaction services
using VocalTec systems, software and/or the Surf&Call plug in for Web-to-Phone
communication by Start Call to its corporate customers.

"Software" shall mean the Surf&Call template software package distributed by
Start Call to its customers, and the Surf&Call plug-in software provided to
Start Call's customer's end-users from a VocalTec Website within the Partner
Agreement.

"Web Site" shall mean VocalTec's "www.vocaltec.com" web site or other website
designated by VocalTec.

"Customer/s" shall mean Start Call corporate and business customers, which shall
engage Start Call for the purpose of using the Services.

"VocalTec Systems" shall mean products including hardware, software or any part
thereof maintained by VocalTec for Start Call's Service purposes.

"S&C Plug-in" shall mean the portion of the Software distributed by Start Call
customers to their customers within the Partner Agreement.

<PAGE>

"End-Users" shall mean the consumer end-users of the software on the websites of
Start Call's customers.

2. START CALL'S OBLIGATIONS

During the term of this Agreement:

2.1 Start Call shall promote the Services to the Customers indicating that the
Software and Infrastructure are VocalTec products and services.

2.2 Start Call shall provide customers with the Services using the Software and
VocalTec Systems only.

2.3 Start Call shall diligently use VocalTec's name and trademarks according to
the guidelines attached to this Agreement as Exhibit A, in any publication
designated to advertise the

Software and/or the Service.

2.4 Start Call's distribution of the Services to the Customers shall be made
pursuant to a written agreement the terms and conditions of which shall not be
less protective of VocalTec's rights than the terms and conditions herein and
shall include, without limitation, the guidelines
attached as Exhibit A to this Agreement. Start Call shall be responsible for
obtaining such agreements in its own name and not that of VocalTec.

2.5 Upon agreement between the Customer and Start Call for the provision of the
Services, Start Call shall provide the Customer with the Software directly.
VocalTec shall provide the Surf&Call plug-in to all Customers and End-users
directly, in the form of download of the Software from the Web Site. Start Call
shall not provide the Customers with the Software or

 Surf&Call plug-in via any other method.

2.6 Start Call is aware that the Customers shall engage in an agreement for the
use of the Software (the "License Agreement") and explicitly undertake to
immediately cease all Services to any Customer upon VocalTec's request due to
the Customer's failure to comply with the terms and conditions of the License
Agreement.

2.7 Start Call shall be solely responsible for providing first level technical
support to the Customers relating to use of the Software and Services. VocalTec
shall provide reasonable second level technical support to Start Call upon
demand, subject to the terms and conditions of VocalTec's standard support
agreement. Start Call shall explicitly indicate in its agreement with the
customers that support for the Services will be provided by Start Call.

2.8 Start Call shall be responsible for inserting all VocalTec Surf&Call
supporting HTML code into the Customer's web page. Start Call shall provide
VocalTec with all the necessary account information including:

        o         Customer's Company Name
        o         Phone Number to be dialed
        o         URL location of the plug-in.

<PAGE>

3.  VOCALTEC'S OBLIGATIONS

VocalTec shall provide Start Call with:

     o    Location (IP address) of the gatekeeper serving the Surf&Call
          deployment
     o    "short cut name" associated with the phone number/account.

VocalTec shall activate the services for Start Call Customers within two
business days from the date of written request (email acceptable) of connection
by Start Call (the "Activation Period"). In the event that Start Call shall
provide VocalTec with more than 200 connection requests per day, the Activation
Period may be extended.

VocalTec shall make new services available to Start Call for provision to
Customers upon commercial availability, terms, conditions and pricing to be
determined by VocalTec, and subject to approval by Start Call.

VocalTec shall provide Start Call with a hyper-link on its Surf&Call Network
Services website. The timing and placement of such hyper-link shall be subject
to discretion of VocalTec.

Upon reaching wholesale volume level of higher than one million sessions per
month for two consecutive months, Start Call will reach designation of "Premium
Distribution Partner."

4.  DISTRIBUTION PRICING AND VOLUME COMMITMENTS.

VocalTec shall provide Start Call with following wholesale pricing.

4.1      Session Pricing

A Customer Session is defined as a connection between an End-User and the
Customer's toll- free telephone services via Surf&Call that is longer than 6
seconds in duration. The volume price per session of a given month billing
period will be defined by the volume level achieved in the previous billing
period.

The volume pricing for Start Call is represented in the following table:

< 20,000 Customer Sessions per month               $0.20 per Customer Session
20,001  -50,000 Customer Sessions per month        $0.15 per Customer Session
50,001 -100,000 Customer Sessions per month        $0.10 per Customer Session
100,001 - 200,000 Customer Sessions per month      $0.05 per Customer Session
> 200,000 Customer Sessions per month              $0.04 per Customer Session

4.3      Minimum Volume Commitments:

In order to receive the benefits provided under this Agreement, Start Call shall
pay VocalTec a Minimum Commitment of one thousand dollars ($1,000.00) per month,
with twelve non- refundable Minimum Commitment payments payable in advance: the
amount of twelve thousand dollars ($12,000.00) due upon execution of this
Agreement.

<PAGE>

One Minimum commitment shall be applied against the first one thousand dollars
($1,000.00) of charges due each month under this Agreement, with amounts above
the Minimum Commitment payable according to the terms of Section 5 hereof. The
Minimum Commitments are not refundable and any amounts of Minimum Commitments
unused in any month do not carry forward to other months.

1.4      Programming Fees

Start Call shall pay a one-time "Start Up Fee" to VocalTec for Start Up
Programming in the amount of $50 per Customer at the time such Customer is
connected to VocalTec's system.

VocalTec may waive or decrease the Start Up Fee from time to time as part of
specific promotional offerings.

5.       PAYMENT AND PAYMENT TERMS

Each calendar month of the term of this Agreement shall constitute a Billing
Cycle.

VocalTec shall provide Start Call with Customer Data Records (CDRs) of all Start
Call wholesale accounts within five (5) days of the end of each Billing Cycle,
sorted by account (phone number dialed and account name).

On or before the 15th day of each month, Start Call shall issue bills to its
Customers for service provided during the previous Billing Cycle with payments
required by such Customers in thirty (30) days or less.

Payment for services provided to Start Call's Customers within a Billing Cycle
shall be due and payable to Start Call to VocalTec within forty five (45) days
of the end of such Billing Cycle, at which time VocalTec shall sens a notice to
Start Call to pay outstanding fees.

Overdue payments shall bear interest at the lesser of twelve percent (12%) per
annum or the maximum rate allowed under law.

If any amount due to VocalTec from Start Call is not paid within sixty (60) days
from the end of the Billing Cycle in which such charges were incurred, VocalTec
may, at its sole discretion, cease service to Start Call's Customers on a
selective or complete basis. VocalTec may resume service when all amounts due
have been paid by Start Call.

Amounts remaining payable more than sixty (60) days following the end of a
Billing Cycle in which such charges were incurred shall constitute a breach of
this Agreement

Start Call shall be responsible for all taxes imposed on the Services, excluding
income taxes imposed on VocalTec.

<PAGE>

6.        TERM AND TERMINATION

6.1 This Agreement shall commence upon the Effective Date and shall continue in
force for a term of one year unless terminated earlier under any provision
hereof. This Agreement shall be automatically renewed for additional one-year
terms unless either party provides notice in writing to the other party no less
than thirty (30) days prior to the expiration of the then- effective term.

6.3 Notwithstanding anything herein to the contrary, this Agreement may be
terminated by either party with seven (7) days prior written notice to the other
party upon the occurrence of one of

the following events:

          6.3.1 either party commits a material breach of this Agreement and
                fails to cure such breach within thirty (30) days after receipt
                of written notice providing the details of such material breach;
                or

          6.3.2 either party commits an act of bankruptcy, becomes insolvent,
                enters into any arrangement for the benefit of its creditors,
                goes into liquidation, or winding-up receivership proceedings
                against it have been initiated, and such event is not dismissed
                or canceled within sixty (60) days of its occurrence.

6.4 Upon termination of this agreement, Start Call shall immediately cease the
provision of the Services to al Customers.

6.8 VocalTec will turn off individual Start Call accounts at Start Call's
written request within three business days.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each of VocalTec and Start Call represent that it is legally qualified,
empowered, and able to enter this Agreement and that the execution, delivery,
and performance hereof shall not constitute a breach or violation of any
material agreement, contract, law, or other obligation to which it is subject or
by which it is bound.

7.2 VOCALTEC DISCLAIMS ALL IMPLIED AND EXPRESSED WARRANTIES OF ANY KIND,
INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. VOCALTEC SHALL NOT BE LIABLE TO START CALL FOR
ANY DIRECT DAMAGE EXCEPT AS THE RESULT OF GROSS NEGLIGENCE ON THE PART OF
VOCALTEC. IN NO EVENT SHALL VOCALTEC BE LIABLE TO START CALL FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT
LIMITATION LOST PROFITS, LOSS OF DATA , EVEN IF VOCALTEC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF THE
LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS
OR EFFECTIVENESS OF OTHER REMEDIES.

<PAGE>

8.  INDEMNIFICATION AND LIABILITY

Each party to this Agreement shall defend, indemnify and hold harmless the other
party from and against any claim resulting from any breach of the indemnifying
party's representations and warranties under this Agreement.

9.  PROPRIETARY INFORMATION AND TITLE

The Software contains proprietary technology of VocalTec or third parties. No
ownership or title to the Software is hereby transferred to Start Call or the
Customers. The Software shall at all times remain the sole property of VocalTec.
Start Call shall not take any actions inconsistent with VocalTec's ownership of
the Software. Under no circumstances may this Agreement be interpreted as a sale
or rental of the Software.

10.  CONFIDENTIALITY

The parties recognize that it will be necessary to disclose confidential
information to each other under this Agreement, and that such confidential
information shall be governed by the terms and conditions of the Non-Disclosure
Agreement, entered into by the parties on Feb. 1st, 2000 and attached hereto as
Exhibit B.

11.  NON SOLICITATION

Unless terminated by breach of contract, neither party shall, during the term
hereof, or for a period of one year thereafter, intentionally and purposefully
solicit the business of the other party's client base, to replace services
offered by the other party.

Neither party shall, during the term hereof, or for a period of one year
thereafter solicit or attempt to solicit or in any way recruit any employee or
officer of the other party.

12.  NOTICES

All notices required under this Agreement shall be in writing and sent by first
class mail or overnight mail (or courier), or transmitted by facsimile (if
confirmed by such mailing), to the addresses indicated on the first page of this
Agreement, or such other address as either party may indicate by at least ten
(10) days prior written notice to the other party. Notices to VocalTec shall be
sent to the Contracts Administration Department.

13. MISCELLANEOUS

This Agreement shall be governed and constructed in accordance with the laws of
the State of New York, without giving reference to its rules regarding conflicts
of laws. Neither party may assign this Agreement without the prior written
consent of the other party. It is acknowledged and agreed that the relationship
of Start Call to VocalTec created under this Agreement is that of an independent
contractor and not an employee, joint venture or partner. This Agreement sets
forth the entire agreement and understanding of the parties relating to the
subject matter and supersedes all prior agreements and representations, oral or
written, regarding such subject matter. No modification of or Amendment to this
Agreement or any waiver of rights under this

Agreement shall be effective unless in writing signed by authorized
representatives of all parties. The failure by either party at any time to
require such performance at any later time; nor shall the waiver by either party
of a breach of any provision hereof be taken or held to be a waiver of such
provision.

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Agreement:

VOCALTEC COMMUNICATIONS Inc.            START CALL INC. (CLICK AND
                                            CALL)

By: /s/ Bayard Gardinees                By: /s/ Antonio Treminio
- ------------------------------          --------------------------
Name:  Bayard Gardinees                 Name:  Antonio Treminio

Title: VP General Manager               Title: President

Date:  6/14/00                          Date:  June 15, 2000

<PAGE>


                                    EXHIBIT A

                          GRAPHIC TERMS AND CONDITIONS

1.   Customers shall not remove or altar in any manner and propriety rights
     notices included in or with the Software, or alter the Software or Software
     package in any manner.

2.   Customers must clearly identify VocalTec's ownership of the Software using
     VocalTec's name and trademarks.

3.   Customers may not customize the Software user interface in any manner.

4.   Customers shall include the VocalTec's :Surf&Call Powered" logo (the
     "Logo") on their web site.

     4.1  The Surf&Call Powered" text will be ab 8 point font, Ariel, black on a
          light background or white on a dark background, so it can be clearly
          read.

     4.2  The logo shall be placed under or adjacent to the S&C Plug-in so it is
          always visible.

     4.3  The logo shall be placed next to the S&C Plug-in so its relationship
          to the S&C Plug- in is clear.

     4.4  The logo is included in the Software Package downloaded from the Web
          Site. Sample is included below:


[GRAPHIC]

1.5      Nothing herein shall prohibit Start Call from utilizing its logo in
         connection with the VocalTec logo, as long as usage in within permitted
         style guide of VocalTec Communications (Exhibit C)




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