-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PxjFyh21qZl9caLToslZnbNm4XPS1qVCtmjR2ZSj1e1l59KXTFUjHndUtLEEWns9 00jy2F8v8bOc2iQzSTdXtw== 0001125282-01-500568.txt : 20010522 0001125282-01-500568.hdr.sgml : 20010522 ACCESSION NUMBER: 0001125282-01-500568 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010228 FILED AS OF DATE: 20010521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKENGINE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001096857 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593134518 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-27773 FILM NUMBER: 1644435 BUSINESS ADDRESS: STREET 1: 725 PORT ST LUCIE BLVD STREET 2: SUITE 201 CITY: PORT ST LUCIE STATE: FL ZIP: 34984 BUSINESS PHONE: 8886725935 MAIL ADDRESS: STREET 1: 725 PRT ST LUCIE BLVD STREET 2: SUITE 201 CITY: PORT ST LUCIE STATE: FL ZIP: 34984 FORMER COMPANY: FORMER CONFORMED NAME: ZEE INC DATE OF NAME CHANGE: 19991014 10QSB 1 tenqsb.txt 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended February 28, 2001 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-27773 BANKENGINE TECHNOLOGIES, INC. (Formerly known as Callmate Telecom International, Inc.) (Exact name of registrant as specified in its charter) Florida 59-3134518 - ------- ------------------- (State of (I.R.S. Employer incorporation) Identification No.) 725 Port St. Lucie Blvd., Suite 201, Port St. Lucie, FL, 34984 (Address of principal executive offices, including zip code) (888) 672-5935 (Registrant's telephone number, including area code) Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| The number of shares outstanding of the registrant's Common Stock, $.001 Par Value, on May 18, 2001, was 17,115,893 shares. BANKENGINE TECHNOLOGIES, INC. (formerly known as Callmate Telecom International, Inc.) FEBRUARY 28, 2001 QUARTERLY REPORT ON FORM 10-QSB TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page Number Item 1. Financial Statements.................................................... 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................. 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings.......................................................13 Item 2. Changes in Securities and Use of Proceeds...............................13 Item 3. Defaults Upon Senior Securities.........................................13 Item 4. Submission of Matters to a Vote of Security Holders.....................13 Item 5. Other Information.......................................................13 Item 6. Exhibits and Reports on Form 8-K........................................13
2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-QSB contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange Commission. All such forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements that may accompany the forward-looking statements. In addition, BankEngine Technologies, Inc. (the "Company") disclaims any obligations to update any forward-looking statements to reflect events of circumstances after the date hereof. 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BANKENGINE TECHNOLOGIES, INC. (Formerly Callmate Telecom International, Inc.) (Successor to WebEngine Technologies Inc.) Consolidated Balance Sheet As of February 28, 2001 (Unaudited) ASSETS Current Cash 82,555 Accounts receivable 13,834 Prepaid expenses and sundry 5,266 ---------- 101,655 CAPITAL, net of accumulated depreciation 9,002 ---------- 110,657 ========== LIABILITIES Current Accounts payable 1,454 Income taxes payable 50,000 Shareholder advances 126,830 ---------- 178,284 ---------- STOCKHOLDERS' DEFICIENCY Common stock; $.001 par value; 50,000,000 shares authorized; 17,115,893 shares issued and outstanding 130 Accumulated deficit (86,009) Accumulated other comprehensive income 18,252 ---------- (67,627) ---------- 110,657 ========== The accompanying notes are an integral part of these consolidated financial statements. 4 BANKENGINE TECHNOLOGIES, INC. (Formerly Callmate Telecom International, Inc.) (Successor to WebEngine Technologies Inc.) Consolidated Statement of Operations For the periods ended February 28, 2001 and 2000 (Unaudited)
Three months ended Six months ended February 28, February 28, 2001 2000 2001 2000 Revenues 135,026 0 295,057 195,528 Cost of revenues 26,940 30,881 51,062 91,679 ---------- ---------- ---------- ---------- Gross profit 108,086 (30,881) 243,995 103,849 Selling, general and administrative expenses 34,735 16,576 156,237 111,083 ---------- ---------- ---------- ---------- Net income (loss) 73,351 (47,457) 87,758 (7,234) ========== ========== ========== ========== Net income (loss) per common share 0.004 (0.003) 0.005 0.00 ---------- ---------- ---------- ---------- Weighted average number of Common shares outstanding 17,115,893 17,115,893 17,115,893 17,115,893 ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these consolidated financial statements. 5 BANKENGINE TECHNOLOGIES, INC. (Formerly Callmate Telecom International, Inc.) (Successor to WebEngine Technologies Inc.) Consolidated statements of changes in Stockholders Deficiency For the periods ended February 28, 2001 (Unaudited)
Accumulated Common Stock Accumulated other Shares Amount deficit comprehensive income Balance August 31, 2000 17,115,893 130 (123,767) 0 Net deficit on acquisition (50,000) Net income for the period 87,758 Foreign currency translation adjustment 18,252 ---------- --- --------- ------ Balance February 28, 2001 17,115,893 130 (86,009) 18,252 ========== === ========= ======
The accompanying notes are an integral part of these consolidated financial statements. 6 BANKENGINE TECHNOLOGIES, INC. (Formerly Callmate Telecom International, Inc.) (Successor to WebEngine Technologies Inc.) Consolidated Statement of Cash Flows For the periods ended February 28, 2001 and 2000 (Unaudited) Six months ended February 28, 2001 2000 OPERATING ACTIVITIES Net income (loss) 87,758 (7,234) Adjustments to reconcile net income (loss) to net cash used by operating activities Depreciation 1,048 1,173 (Increase) decrease in accounts receivable 31,953 (10,769) ------- -------- Net cash provided by (used in) operating activities 120,759 (16,830) ------- -------- Financing activities Repayment of loans (89,989) -- ------- -------- Increase (decrease) in cash 30,770 (16,830) Cash beginning of period 51,785 94,743 -------- -------- Cash end of period 82,555 77,913 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 7 BANKENGINE TECHNOLOGIES, INC. (Formerly Callmate Telecom International, Inc.) (Successor to WebEngine Technologies Inc.) Notes to Consolidated Financial Statements As of February 28, 2001 and 2000 (Unaudited) 1. FINANCIAL STATEMENTS On January 5, 2001, Callmate Telecom International Inc. ("Callmate") acquired all of the issued and outstanding shares of common stock of Webengine Technologies, Inc. in exchange for 12,000,000 common shares of Callmate in a reverse acquisition. 9,200,000 common shares of Callmate held by a shareholder were cancelled in exchange for all of the UK operations of Callmate. The acquisition by the shareholders of WebEngine of a majority of the shares of Callmate has been accounted for as a reverse acquisition. As Callmate became substantially a shell after the removal of the UK operations, no goodwill has been reflected on this acquisition. Although Callmate is the legal acquirer, Webengine is treated as having acquired Callmate for accounting purposes. The historical financial statements of the Company are those of Webengine. The shareholders deficiency has been restated to reflect the opening shareholders' equity position of WebEngine Technologies Inc. in the amount of $130 for the remaining common stock of 17,115,893 shares. The estimated income tax costs of the divestiture of the UK operations, in the amount of $50,000, has been treated as a charge against retained earnings as no goodwill is to be reflected on the acquisition of the shell company. The financial statements of Callmate as at November 30, 2000 reflected the transaction as a pooling of interest on the basis of an agreement dated November 23, 2000. The closing date of the agreement was January 5, 2001 and this has been reflected in the current financial statements. On March 5, 2001 the company changed its name to BankEngine Technologies, Inc. 2. BASIS OF PRESENTATION In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the six-month periods ended February 28, 2001 and 2000, (b) the financial position at February 28, 2001, and (c) cash flows for the six-month periods ended February 28, 2001 and 2000, have been made. The results of operations for the six-month period ended February 28, 2001 are not necessarily indicative of those to be expected for the entire year. The unaudited consolidated financial statements and notes are presented as permitted by Form 10-QSB. Accordingly, certain information and note disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Company's consolidated financial statements and related notes included elsewhere in this Form 10-QSB. This filing contains forward-looking statements. The words "anticipated," "believe," "expect," "plan," "intend," "seek," "estimate," "project," "will," "could," "may," and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect the Company's current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and various other matters, many of which are beyond the Company's control, including, without limitation, the risks described under the caption "business." Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated, or otherwise indicated. Consequently, all of the forward-looking statements made in this filing are qualified by these cautionary statements and there can be no assurance of the actual results or developments. Callmate Telecom International, Inc. ("Callmate") acquired WebEngine Technologies International, Inc. ("WebEngine") pursuant to a Share Purchase Agreement effective as of January 5, 2001. Callmate acquired all 12,000,000 shares of common stock of WebEngine in a share exchange, which exchange was effected on one-for-one basis. The transaction was reported on a Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 16, 2001. Subsequent thereto, Callmate changed its name to BankEngine Technologies, Inc. (the "Company") as reported on Schedule 14C. The Company filed the Definitive 14C on March 5, 2001. The Company decided to move away from the telecom business due to the increased competitiveness in this sector internationally and growing indebtedness. The trend internationally in the telecom sector is for consolidation and competition from transnational corporations continues to be fierce. Many competitors have since ceased operations. The strategic decision to shed the telecom business in the UK, while canceling 9.2 million shares as part of the original payment for the telecom assets, both alleviated most of the debt burden of the Company and reduced the outstanding share capital. The Company has chosen to focus solely on the business of acting as a solution provider for the purposes of processing online transactions for online merchants. The Company's previous acquisition of Cyberstation Inc. and its access to the BankEngine suite (the "BankEngine Suite") software was fortuitous and should, in the belief of management, help the Company secure sufficient market share. The software product is mature and adaptable. The Company will attempt to provide its BankEngine Suite of electronic commerce banking products to Internet merchants and financial institutions. The Company's product will provide means allowing merchants to process payments and screen against fraud and banks to manage their merchants and screen against fraud. The Company is able to support merchants and merchant banks worldwide. The Company has been providing online electronic transactions and fraud prevention since 1996. The BankEngine Suite consists of a complete, turnkey 9 suite of secure electronic commerce banking solutions for Internet merchants and financial institutions. The BankEngine Suite includes CertEngine(TM), CardEngine(TM), CheqEngine(TM), ATMEngine(TM), BankEngine(TM), BankWeb(TM) and BankAdmin(TM). The BankEngine Suite encompasses a wide range of activities including credit card processing, electronic check processing, electronic cash & debit cards, electronic bank transfers, bank account management, accounting, secure PKI authentication including electronic signatures, and 2048 bit TLS encryption. Using the Internet to bridge the gap between merchants and banks, the Company currently supports merchants and merchant banks worldwide. The Company supports member banks in Canada, United States, Central America, Caribbean, Western Europe, Australia, and Asia Pacific, and supports 173 different currencies. Merchants are issued merchant accounts from their choice of BankEngine Suite-enabled member banks and can perform transactions with their accounts using the Internet, regardless of where in the world they are located. Merchants can easily integrate the Company's client software into their automated Internet servers and use the BankEngine Suite for their manual & batch processing. In addition, BankEngine Suite client software works with any type of Internet connection, and runs on multiple operating systems including Win32 (95/98/2000/NT) and most flavors of Unix, under a variety of computer hardware. BankEngine Suite client software can be used with any programming language. The BankEngine Suite is powerful enough and robust enough to allow each merchant to transact simultaneously from multiple Internet computers, multiple manual operators, and multiple batches. The BankEngine Suite protects the secrecy of each and every transaction and report synchronization, using its military grade security, which includes PKI authentication and 2048 bit TLS cryptography. Results of Operations THREE MONTHS ENDED FEBRUARY 28, 2001 COMPARED TO THREE MONTHS ENDED FEBRUARY 28, 2000 Revenues Revenue for the three-month period ended February 28, 2001 totaled $135,026, an increase of 100% from the comparable period in 2000. This increase is attributable to the acquisition of WebEngine Technologies Inc. and the revenues included within its wholly owned subsidiary Cyberstation Inc. Cost of Revenues For the three months ended February 28, 2001, the cost of revenues decreased to $26,940 from $30,881 for the three months ended February 28, 2000. This decrease is mainly due to the decision to decrease advertising and marketing activity in the telecom area. 10 Selling, General and Administrative Expenses Selling, general and administrative expenses for the three months ended February 28, 2001 were $34,735 as compared to $16,576 for the similar period in 2000. The 110% increase in selling, general and administrative expenses is principally attributable to changes required during the acquisition of WebEngine Technologies Inc. Net Income Net income for the three months ended February 28, 2001 amounted to $73,351 as compared to a net loss of $47,457 for the three months ended February 28, 2000. This increase in net income is principally attributable to the income inherent in the acquisition of WebEngine Technologies Inc. and a decrease in spending in the telecom business. SIX MONTHS ENDED FEBRUARY 28, 2001 COMPARED TO SIX MONTHS ENDED FEBRUARY 28, 2000 Revenues Revenue for the six-month period ended February 28, 2001 totaled $295,057, an increase of 51% from the $195,528 in revenue for the comparable period in 2000. This increase is attributable to aggressive pricing in the telecom area as well as the acquisition of WebEngine Technologies Inc. Cost of Revenues For the six months ended February 28, 2001, the cost of revenues decreased to $51,062 from $91,679 for the six months ended February 28, 2000. This decrease is mainly due to a lack of spending in marketing and advertising in the telecom business. Selling, General and Administrative Expenses Selling, general and administrative expenses for the six months ended February 28, 2001 were $156,237 as compared to $111,083 for the similar period in 2000. The 41% increase in selling, general and administrative expenses is principally attributable to activities involved with the acquisition of WebEngine Technologies Inc. and the consolidation of activities. Net Income Net income for the six months ended February 28, 2001 amounted to $87,758 as compared to a net loss of $7,234 for the six months ended February 28, 2000. This increase in net income is principally attributable to the income inherent in the acquisition of WebEngine Technologies Inc. and its subsidiary. 11 LIQUIDITY AND CAPITAL RESOURCES Operating Activities For the six months ended February 28, 2001, net cash provided by operating activities amounted to $120,749, an increase from the net cash used by operating activities of $16,830 for the comparable period in 2000. The increase in cash provided by operating activities is primarily the result of the decision to diminish spending in the areas of marketing and advertising in the telecom business that the Company decided to abandon. Financing Activities At February 28, 2001, the Company does not have any material commitments for capital expenditures other than for those expenditures incurred in the ordinary course of business. The Company believes that its current operations and cash balances will be sufficient to satisfy its currently anticipated cash requirements for the next 12 months. However, additional capital could be required in excess of the Company's liquidity, requiring it to raise additional capital through an equity offering or secured or unsecured debt financing. The availability of additional capital resources will depend on prevailing market conditions, interest rates, and the existing financial position and results of operations of the Company. 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS IN SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) 10. Material Contracts. Common Stock Purchase Agreement executed January 19, 2001. 19. Reports Furnished to Security Holders Definitive Schedule 14C filed with the Commission on March 6, 2001, which Schedule 14C is hereby incorporated by reference. (b) Reports on Form 8-K. The Company filed a report on Form 8-K on January 16, 2001. 13 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BankEngine Technologies, Inc. Dated: May 21, 2001 By: /s/ Joseph Alves ----------------- Joseph Alves Chairman and Chief Executive Officer 14 EXHIBIT INDEX 10. Common Stock Purchase Agreement 19. Definitive Schedule 14C filed on March 6, 2001 filed by Callmate* *Incorporated by reference 15 EX-10 2 ex10.txt EXHIBIT 10 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated January 19, 2001, by and between Callmate Telecom International, Inc., a Florida corporation with its principal place of business at 65 Queen Street West, Suite 2000, P.O. Box 8 Toronto, Ontario M5H 2M5 (the "Seller"), and Mohammed Aslam Gohir an individual residing at House No. 161/3 Block-G Venar, District Venar, Pakistan, (the "Purchaser"). R E C I T A L S WHEREAS, the Seller is the owner of all of the Capital Stock (the "Shares") of the Companies whose names are listed in Appendix A hereto. WHEREAS, the Purchaser wishes to purchase and the Seller wishes to sell the Shares at the Closing (as hereinafter defined) on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and of the agreements set forth below, the parties hereby agree as follows: 1 1. Purchase and Sale. a. Shares to be Purchased and Sold. At the Closing, the Seller agrees to sell, transfer, convey, assign and deliver to the Purchaser, the Shares free and clear of all liens, claims and encumbrances for the Purchase Price hereinafter set forth. b. Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, in exchange for the Shares, Purchaser hereby agrees to return to Seller for cancellation an aggregate of 9,200,000 shares of the Seller's Common Stock, $.001 per value. (The "Payment Stock") c. Closing Date. The Closing shall occur on or before January 19, 2001 (the "Closing Date") at the offices of the Seller (the "Closing"). The Closing will be subject to and conditional upon (i) the receipt and review of and satisfaction with any due diligence materials and disclosure documentation requested by Purchaser, and (ii) authorization by the Company's Board of Directors and approval by the Company's Stockholders of the Sale of the Shares. d. Delivery of Shares and Payment. At the Closing, Seller will deliver to the Purchaser, certificates representing all of the Shares, which Share certificate will be appropriately endorsed over to Purchaser. At the Closing, Purchaser will deliver the certificate(s) representing the Payment Stock, which share certificate will be appropriately endorsed over to the Seller. 2. Representations and Warranties of the Seller The Seller represents and warrants as follows: a. Organization, Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom; the Company has all requisite corporate power and 2 authority and possesses all franchises, licenses, permits, authorizations and approvals from all administrative agencies necessary to conduct its business as conducted; and it is duly qualified, licensed or domesticated and in good standing as a foreign corporation authorized to do business in any jurisdiction where the nature of its business and the activities conducted by it or the character of the properties and assets owned, leased or operated by it require such qualification, licensing or domestication. b. Ownership. The Seller has the absolute right to sell and transfer the Shares to Purchaser free and clear of all liens, pledges, encumbrances or claims of rights of ownership. Upon transfer, the Shares shall be duly authorized, validly issued, fully paid and non-assessable, and no liability shall attach to the ownership thereof. c. Due Execution. The execution, delivery and performance by the Seller of this Agreement are within the Seller's powers have been authorized by all appropriate corporate action and do not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect the Seller or any provision of the Company's Certificate of Incorporation. d. Binding Effect. This Agreement, when executed and delivered will be the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with its terms. 3. Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Seller as follows: a. Execution, Delivery, Authorization, Approval and Performance of Agreement. The execution and delivery by each Purchaser of this Agreement and its performance hereunder does not and will not conflict with or constitute a default, breach or violation under any provision of applicable law 3 or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Purchaser or to which his properties is subject. This Agreement when executed and delivered by the Purchaser will constitute the legal, valid and binding agreement of the Purchaser and is enforceable in accordance with its terms. (ii) The Purchaser represents that (i) he is purchasing for the Shares after having made adequate investigation of the business, finances and prospects of the Company, (ii) he has been furnished any information and materials relating to the business, finances and operation of the Company and any information and materials relating to the offer and sale of the Shares which he has requested and (iii) he has been given an opportunity to make any further inquiries desired of the management and any other personnel of the Company and has received satisfactory responses to such inquiries. (iii) The Purchaser represents that he is an "accredited investor," as that term is defined in Regulation D, as amended, under the Act and that he possesses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision. (iv) The Purchaser represents that it has the absolute right to transfer the Payment Stock to the Seller free and clear of all liens, pledges, encumbrances or claims of rights of ownerhship. 4 4. Miscellaneous. a. Amendments, Etc. No amendment of any provision of this Agreement shall in any event be effective unless the amendment shall be in writing and signed by the Seller and the Purchaser, and no waiver nor consent to any departure by any party therefrom shall in any event be effective unless such waiver or consent shall be in writing and signed by the party waiving or consenting to such provision, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. b. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, facsimile, telex or cable communication) and mailed, telegraphed, telecopied, telexed, cabled or delivered: if to the Seller, CallMate Telecom International, Inc. 65 Queen Street West, Suite 2000 Toronto, Ontario M5H 2M5 with a copy to Arthur S. Marcus Gersten, Savage & Kaplowitz, LLP 101East 52nd Street New York, New York 10022 and if to the Purchaser, Mohammed Aslam Gohir with a copy to J. Robert Manning LLB. Fox Hayes or, as to any such party, at such other address as shall be designated by such party in a written notice to the other parties. 5 d. No Waiver; Remedies. No failure on the part of the Purchaser or the Seller to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. e. Survival of Agreements, etc. The representations, warranties, covenants and provisions contained in this Agreement shall survive the date hereof and the purchase of the Shares by the Purchaser hereunder. f. Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction. g. Integration. This Agreement sets forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and thereby supersede any previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof. h. Binding Effect; Governing Law. This Agreement shall be binding upon and inure to the benefit of the Seller and the Purchaser and their respective successors and assigns, except that neither the Seller nor the Purchaser may assign this Agreement, or the rights or obligations hereunder, without the prior written consent of the other parties to this Agreement. This 6 Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements and instruments executed and performed in the State of New York. i. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement. 7 IN WITNESS WHEREOF, the parties have duly executed this Agreement. PURCHASER SELLER CALLMATE TELECOM INTERNATIONAL, INC. /s/ Mohammed Aslam Gohir Mohammed Aslam Gohir by his attorney Mohammad Sarwar Gohir /s/ Joseph Alves ---------------- By: Joseph Alves Chairman and CEO 8 -----END PRIVACY-ENHANCED MESSAGE-----