SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2004
Commission File Number 000-23617
eCom eCom.com, Inc.
- -----------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0538051
- ------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Village Square Crossing, Suite 202
Palm Beach Gardens, Florida 33410
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(Address of principal executive offices)
(561) 207-6395
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(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ X ] No [ ]
As of November 30, 2004 the issuer had 49,955,112 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
eCom eCom.com, Inc. Form 10-QSB November 30, 2004
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Independent Accountant's Report 3
Balance Sheet:
November 30, 2004 (Unaudited) 4
Statements of Operations:
Six Months Ended November 30, 2004 and
2003 (Unaudited) 5
Statements of Operations:
Three Months Ended November 30, 2004 and
2003 (Unaudited) 6
Statements of Shareholders' Deficit:
From May 31, 2002 through November 30, 2004 (Unaudited) 7
Statements of Cash Flows:
Six Months Ended November 30, 2004 and
2003 (Unaudited) 8
Notes to Financial Statements 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 26
ITEM 3 CONTROLS AND PROCEDURES 33
PART II OTHER INFORMATION
ITEMS 1-6 34
SIGNATURES AND CERTIFICATIONS 43
Exhibit 31.1 Certification required under Section 302 of 43
the Sarbanes-Oxley Act of 2002 by the CEO
Exhibit 31.2 Certification required under Section 302 of 44
the Sarbanes-Oxley Act of 2002 by the CFO
Exhibit 32 Certification of CEO and CFO Pursuant to
Section 906 of the Sarbanes-Oxley Act 46
2
Wieseneck, Andres & Company, P.A.
Certified Public Accountants
772 U. S. Highway 1, Suite 100
North Palm Beach, Florida 33408
(561) 626-0400
Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida
Independent Accountant's Report
To the Board of Directors and Stockholders eCom eCom.com, Inc.
We have reviewed the accompanying Balance Sheet of eCom eCom.com, Inc. as of
November 30, 2004, and the related statements of operations, for the six-month
and three month periods ended November 30, 2004 and 2003, the statement of
stockholders' deficit from May 31, 2002 through November 30, 2004, and the
statement of cash flows for the six-month periods ended November 30, 2004 and
2003. These financial statements are the responsibility of the company's
management.
We conducted our review in accordance with the standards of the Public
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company's current liabilities exceed the current
assets by $462,732 and the Company has incurred net operating losses since
inception. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are
described in the notes. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Wieseneck, Andres & Company, P.A.
North Palm Beach, Florida
June 3, 2005
3
eCOM eCOM.COM, INC
BALANCE SHEET
(Unaudited)
November 30, 2004
---------------
ASSETS
Current Assets
Cash and cash equivalents $ 60
Accounts receivable other 0
Due from affiliated companies 227,377
Inventories 0
Prepaid expenses 36,958
------------
Total Current Assets 264,395
------------
Property and Equipment, net 439
------------
Other Assets
Intangible assets, net 0
Other assets 2,250
------------
Total Other Assets 2,250
------------
Total Assets $ 267,084
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 120,435
Accrued expenses 44,000
Other current liabilities 0
Current portion of long-term debt 534,883
Interest accrued on current portion 27,809
------------
Total Current Liabilities 727,127
Notes Payable, Net of Current Portion -
------------
Total Liabilities 727,127
------------
Stockholders' Equity
Common stock, $.0001 par value, 200 million
shares authorized, 49,955,112 shares
issued and outstanding 4,995
Paid-in capital 6,569,537
Accumulated deficit (7,034,575)
------------
Total Stockholders' Deficit (460,043)
------------
Total Liabilities and Stockholders' Equity $ 267,084
============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
ECOM ECOM.COM, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Six Months Ended
November 30, 2004 November 30, 2003
______________ _______________
Revenues
Net Sales $ 439 $ 34,309
Cost of Sales (147) (33,561)
______________ _______________
Gross Profit 292 748
______________ _______________
Other Operating Expenses
Sales and marketing 88 2,848
Product development - 9,750
General and administrative 50,561 231,627
Amortization 333 10,792
______________ _______________
Total Operating Expenses 50,982 255,017
______________ _______________
Loss from Operations (50,690) (254,269)
Other Income (Expense)
Interest expense (22,573) (17,999)
Gain on disposal of asset - 411
______________ _______________
Net Other Expenses (22,573) (17,588)
______________ _______________
Net Loss $ (73,263) (271,857)
============== ===============
Basic Loss Per Common Share $ (.001) (.007)
============== ===============
Weighted Average Shares Outstanding 49,955,112 38,821,407
============== ===============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
ECOM ECOM.COM, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
November 30, 2004 November 30, 2003
______________ _______________
Revenues
Net Sales $ 120 $ 21,500
Cost of Sales (67) (19,808)
______________ _______________
Gross Profit 53 1,692
______________ _______________
Other Operating Expenses
Sales and marketing 24 176,013
Product development - 1,440
General and administrative 25,392 5,250
Amortization - 5,560
______________ _______________
Total Operating Expenses 25,416 188,263
______________ _______________
Loss from Operations (25,363) (186,571)
Other Income (Expense)
Interest expense (12,049) (9,931)
Loss on disposal of assets - 412
______________ _______________
Net Other Expenses (12,049) (9,519)
______________ _______________
Net Loss $ (37,412) (196,090)
============== ===============
Basic Loss Per Common Share $ (.001) (.005)
============== ===============
Weighted Average Shares Outstanding 49,955,112 39,950,442
============== ===============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
ECOM ECOM.COM, INC.
STATEMENTS OF SHAREHOLDERS' DEFICIT FROM MAY 31, 2002 THROUGH NOVEMBER 30, 2004
(Unaudited)
Common Stock
Number At Add'l Retained Total
of Par Paid In Earnings Stockholder
Shares Value Capital Deficit Deficit
---------- ------ ---------- ----------- ----------
Balance,
May 31, 2002 26,739,512 $2,674 $5,755,767 $(5,873,915) $(115,474)
Issuance of
Common Stock 9,653,600 965 292,855 - 293,820
Net Loss - - - (770,791) (770,791)
---------- ------ ---------- ----------- ----------
Balance,
May 31, 2003 36,393,112 3,639 6,048,622 (6,644,706) (592,445)
Issuance of
Common Stock 13,562,000 1,356 530,915 - 532,271
Net Loss - - - (408,406) (408,406)
---------- ------ ---------- ----------- ----------
Balance,
May 31, 2004 49,955,112 4,995 6,579,537 (7,053,112) (468,580)
Assets distributed
as dividends to
spin-offs on
June 4, 2004
USAPP - - (10,000) 187,624 177,624
aSuperdeal - - - (32,000) (32,000)
AAB National - - - (1,444) (1,444)
ProCard Corp - - - (1,011) (1,011)
aClassified - - - (1,412) (1,412)
USAS Digital - - - (964) (964)
Swap and Shop - - - (941) (941)
eSecureSoft - - - (58,051) (58,051)
Net Loss - - - (73,263) (73,263)
---------- ------ ---------- ----------- ----------
Balance,
Nov 30, 2004 49,955,112 $4,995 $6,569,537 $(7,034,575) $(460,043)
=========== ====== ========== ============ ==========
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
7
eCOM eCOM.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
(Unaudited)
November 30, 2004 November 30, 2003
_______________ _______________
Cash Flows From Operating Activities
Cash received from customers $ 439 $ 34,309
Cash paid to suppliers and employees (1,902) (39,541)
Interest paid (22,573) (15,187)
_______________ _______________
Net Cash Flows Used in
Operating Activities (24,036) (20,419)
_______________ _______________
Cash Flows From Investing Activities
Purchase of equipment (0) (1,360)
Purchase of intangible assets (3,076)
Proceeds received from sale of assets 500
_______________ _______________
Net Cash Flows Provided By
(Used In) Investing Activities (0) (3,936)
_______________ _______________
Cash Flows From Financing Activities
Proceeds from note receivable 0 0
Proceeds of loans from stockholders 26,194 83,490
Repayment of loans to stockholders (2,235) (50,188)
_______________ _______________
Net Cash Flows Provided By
(Used In) Financing Activities 23,959 33,302
_______________ _______________
Net Increase/(Decrease) in Cash (77) 8,947
Cash and Cash Equivalents at
Beginning of Period 137 111
_______________ _______________
Cash and Cash Equivalents at
End of Period $ 60 $ 9,057
=============== ===============
Supplemental Disclosures
- ------------------------
Non-Cash transactions
Stock issued for payment of services 0 $ 215,975
Stock issued for purchase of prepaid assets 0 $ 149,898
Stock issued for repayment of debt 0 $ 35,214
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
8
eCOM eCOM.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
(Unaudited)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities:
November 30, 2004 November 30, 2003
_______________ _______________
Net Loss $ (73,263) $ (271,857)
Add items not requiring outlay of cash:
Depreciation and amortization 443 26,123
Expenses paid by issuing stock 0 215,975
Gain on sale of asset 0 411
Cash was increased by:
Decrease in accounts receivable 0 347
Decrease in inventory 33,444 0
Decrease in prepaid expenses 0 0
Decrease in deposits 0 0
Increase in accrued interest payable 10,265 9,207
Increase in accounts payable 5,075 49,865
Cash was decreased by:
Increase in inventory 0 (47,646)
Decrease in accounts payable 0 0
Decrease in accrued expenses 0 (2,668)
Decrease in other current liabilities 0 (176)
_______________ _______________
Net Cash Flows Used In
Operating Activities $ (24,036) $ (20,419)
=============== ===============
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
9
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE A - HISTORY & NATURE OF OPERATIONS
eCom eCom.com, Inc. ("eCom" or "the Company") was incorporated in the State of
Florida on June 14, 1994. In recent years, eCom concluded that it did not have
the financial resources necessary to develop all ten (10) of its business units
collectively. Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin
off its subsidiaries into independent companies in the belief that independent
companies, each with a distinct business, would be better able to obtain
necessary funding and develop their business plans. This belief was based in
part on eCom's experience with potential business partners which sought
involvement with only one of eCom's subsidiaries, rather than involvement with
the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies. On December 18, 2003, USA
SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with
American Capital Holdings, Inc., ("American Capital") The Date of Record for
the first spin-off, USA SportsNet, Inc. (later renamed American Capital
Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)was January 5,
2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard &
Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, the
shares of MyZipSoft were distributed to its shareholders on June 2, 2005.
On March 2, 2004, the Board of Directors of eCom approved the spin off
of the remaining eight (8) spin off companies in which the Board of Directors
voted to issue to their shareholders one (1) share of the company for every one
(1) share of eCom owned with a record date to be announced, pursuant to the
advice of SEC Staff Legal Bulletin No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom. A copy of this press release appended hereto as Exhibit No. 99.1,
paragraph two (2) of this release stated the following:
"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off. To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement. When announced, eCom shareholders as of the Date
of Payment (distribution of stock) for each spin-off will receive new shares in
that company."
The shares of the remaining eight spin-off companies were mailed on June 2,
2005, the Date of Payment, to eCom shareholders with a record date of May 27,
2005.
On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005. As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
10
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC"). On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.
On June 4, 2004, a corporate resolution was proposed, passed and signed by David
Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer and
Barney A. Richmond, Director and President. Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the remaining
subsidiaries of eCom. The plan was to create individual public corporations,
and take whatever actions necessary to complete the process of enhancing
shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:
USA Performance Products, Inc. FL Corp. No. P98000006586 Fed. ID. 65-0812050
eSecureSoft, Company FL Corp. No. P03000138385 Fed. ID. 20-1068608
USAS Digital, Inc. FL Corp. No. P03000147667 Fed. ID. 20-1069232
Pro Card Corporation FL Corp. No. P04000015631 Fed. ID. 20-1442373
AAB National Company FL Corp. No. P04000019818 Fed. ID. 20-1442771
A Classifed Ad, Inc. FL Corp. No. P04000038403 Fed. ID. 20-1447963
A Super Deal.com, Inc. FL Corp. No. P04000040174 Fed. ID. 20-1449410
Swap and Shop.Net Corp. FL Corp. No. P04000040176 Fed. ID. 20-1449332
The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of these
shares were paid in full. Notwithstanding, contrary to what board members
Richard Turner and Barney A. Richmond had been previously advised by Chairman
Panaia, eCom was not able to pay FAST the amounts required to send out the stock
certificates to the shareholders, and accordingly, the shares were not issued as
stated.
Since late June 2004, the management of American Capital Holdings, Inc. has been
inundated with hundreds of telephone calls from eCom shareholders, requesting
delivery of their promised spin-off shares. Numerous shareholders have made
demands to be sent their promised shares, many of them threatening legal action
against eCom and all of the above described spin-offs which possibly might have
created contingent liabilities for all the shareholders of eCom. Because of
the aforementioned financial difficulties, eCom's telephone lines were
disconnected. eCom's shareholders contacted American Capital Holdings, Inc. in
an effort to garner information on the status of their situation as American
Capital was their only source for information.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
11
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A. When these accounting invoices and other expense
invoices were received in early August 2004, Mr. Panaia would not return
telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.
Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004, an
additional letter was sent to David Panaia, (Certificate of Mailing No. 2004201)
requesting the signature of the promissory notes and the additional information
needed for the accountants to provide the necessary American Capital audits
needed for its ongoing SEC filings. These confirmation letters and further
information needed to complete the financial audits were continually ignored
by Mr. Panaia. Additionally, certain press releases were made by the CEO of
eCom making reference to American Capital without the consent of management or
the Board of Directors of American Capital. It is believed Mr. Panaia also
ignored his responsibilities to its shareholders by not filing appropriate 8-K's
disclosing valid information concerning certain resignations as well as the
status of eCom, including its de-listing from the OTCBB, as described below.
Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation. Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning
creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond,
and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to
restore the shareholder value lost by approximately 6,000+ shareholders as well
as implement a viable plan for reimbursement of costs incurred by American
Capital Holdings, Inc., the petitioning creditors, and all other
creditors/vendors who have not been paid. The aforementioned creditors are owed
in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title
11 Amended Involuntary Petition of eCom is posted on the Company's website.
www.ecomecom.net under company news.
In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink
Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million, which,
without a qualified reorganization plan, could easily shrink further, as eCom,
has a negative net worth.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
12
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well. As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan. Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement. It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital. Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm. Other outstanding eCom debts
included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.
As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time. Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This liability cost American Capital's shareholders an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital was a spin-
off company of eCom. Additionally, American Capital has been forced to continue
this financial assistance to bring all of the spinoff companies current with
their SEC qualified accountants and other creditors so that eCom could continue
with it's daily operations.
During the period from late December 2004 thru mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also incurred
considerable additional costs by providing continued financial assistance to
honor what was promised to eCom's shareholders. These costs included expenses to
bring all of the spin-off companies current with their SEC filings, Federal Tax
Returns, State Income Tax Returns, State Filing Fees, Accounting Expenses, SEC
Auditing Expenses, Legal, Administrative and other business-related expenses.
This process included utilizing American Capital employees, as well as hiring
outside assistance, i.e. additional accountants, tax assistance, and outside
attorneys to expedite the process.
On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB. This de-listing was due to the fact the Company's
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
13
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
auditors had not been paid. Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent". Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the company.
Due to Mr. Panaia's health-related issues, during the period of January thru
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF. With
consideration to Mr. Panaia's declining health, all of the petitioning creditors
voluntarily consented to these extensions. Notwithstanding these voluntary
extensions, and due to the extensive ongoing telephone inquiries from eCom
shareholders who had bought shares in the public marketplace based on the past
public press release representations of Mr. Panaia, the management of American
Capital and the petitioning creditors had no choice but to try to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance. This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent - required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to other public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these tasks to eliminate any further
liabilities to eCom shareholders.
On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
compensation. The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval. Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are totally complete.
On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.Net Corp. CIK 0001321510 869894 10 5
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
14
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the spin-off companies. Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005. The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies were mailed on June 2, 2005.
A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To get
the process started for paying expenses relating to the initial funding of these
companies to achieve their respective business purposes, on May 31, 2005 several
new shareholders invested $400,000 in eight (8) of the above referenced
companies, which will be reflected in each company's forthcoming respective Form
10SB audits and filings, which is planned to be filed within the next week.
This initial funding is to cover legal, accounting and other expenses, including
due diligence costs related to proposed forthcoming acquisitions. More funding
is planned for each company through out the June 1, 2005 thru August 30, 2005
Quarter in accordance with 506 Reg. D Private Placement procedures, which will
become available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors. The new management is committed
and believes these efforts combined with execution of the new business plans,
not only will recapture the lost shareholder value of eCom, but will also
enhance the viability of future long term shareholder value as well.
Acquisitions negotiations are underway and will be separately announced upon
completion and management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 31, 2005. The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.3.
eCom eCom.com, Inc. filed an 8-K on May 31, 2005 (Accession Number: 0001000459-
05-000001, File Number:000-23617) and an 8-K on June 2, 2005 (Accession Number:
0001000459-05-000002, File Number:000-23617).
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
15
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements are subject to Bankruptcy Court
approval, which hearing is scheduled for June 6, 2005.
The Company does not have any off-balance sheet arrangements.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation, Use of Estimates
The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Consolidation
The financial statements of the Company at November 30, 2003 and May 31, 2004
include the accounts of USA Performance Products, Inc. The Company formed USA
Performance Products, Inc. as a separate wholly owned subsidiary on January 20,
1998 and transferred all assets related to the manufacture and sale of the Viper
M1 paintball marker and accessories to this new corporation. We expanded the
activities of USA Performance Products in 1999 by selling other paintball
products through use of the 800-PAINTBALL toll-free telephone number and related
website acquired by USASC. As of November 30, 2004 the following companies have
been distributed and are no longer consolidated in the financial statements:
1. USA Performance Products, Inc.
2. eSecureSoft Company
3. USA SportsNet Company
4. MyZipSoft, Inc.
5. USAS Digital, Inc.
6. Pro Card Corporation
7. AAB National Company
8. A Classified Ad, Inc.
9. Swap and Shop.net Corp
10. A Super Deal.com, Inc.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
16
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
Revenue from the sale of paintball markers and accessories is recognized at
the time title is transferred which is normally on shipment of the goods.
Revenue from the sale of compression products is also recognized at the
time the products are shipped or downloaded.
Cash
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.
Allowance for Doubtful Accounts
It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.
Depreciation
Property and equipment is recorded at cost and is depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method.
Amortization
Intangible assets consisting of rights to technology and associated
trademarks are amortized using the straight-line method over five years.
Inventories
Inventories are stated at the lower of cost or market using the first in
first out method.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
17
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE C - INVENTORIES
Inventories consist principally of paintball markers and paintball
accessories and sports-related memorabilia. Inventories are carried at cost,
which is considered to be less than market value. Maintenance, operating and
office supplied are not inventoried.
At November 30, 2004 inventory consisted of the following:
November 30, 2004
Finished goods $ 0
Work in process 0
Raw materials 0
-----------
Total inventory $ 0
===========
All inventory was distributed to the spin-offs on June 4, 2004.
NOTE D - PREPAID EXPENSES
Prepaid expenses consist principally of amounts paid for rent, subscriptions
and domain name registrations.
The Company issued one million five hundred thousand shares of common stock as a
retainer for future consulting fees during November 2003. The consulting
contract was valued at $37,500 and is being expensed over three years. The
remaining value of the consulting contract is $15,625 as of November 30, 2004.
NOTE E - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment recorded in the
financial statements at cost less depreciation as of November 30, 2004:
November 30, 2004
--------------
Computer hardware $ 85,074
Computer software 13,633
Furniture, fixtures and equipment 4,330
Tools, dies and fixtures 0
Leasehold improvements 0
---------
Total cost 103,037
Accumulated depreciation 102,598
---------
Net Property and Equipment $ 439
=========
Depreciation expense included in the cost
of sales for the periods ended are: $ 110
=========
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
18
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE E - PROPERTY AND EQUIPMENT (CONTINUED)
Reductions in Computer hardware, computer software, furniture, and Tools and
dies was due to the distribution to the spin-off companies on June 4, 2004.
The useful lives assigned to property and equipment to compute depreciation
are:
Computer Hardware 5 years
Computer Software 5 years
Furniture, fixtures and equipment 7 years
Tools, dies and fixtures 5 years
NOTE F - INTANGIBLE ASSETS
In February 1999, the Company acquired two Internet websites, A Classified Ad
and Swap and Shop, for a total cost of $11,200. These assets are amortized over
five years. Accumulated amortization related to these assets was $11,200 as of
May 31, 2004.
On July 1, 2002, the Company acquired the licensing rights to Pandora and
Virtual Protect from Internet Security Solutions, for a total cost of $56,250.
This asset is being amortized over five years. Accumulated amortization
related to this asset is $22,500 as of May 31, 2004. This asset was distributed
to eSecureSoft on June 4, 2004.
On July 1, 2002, the Company paid Peter Tamayo, Jr. to work with MeVis
Technologies to complete the development of MyPhotoZip, for a total cost of
$33,750. This asset is being amortized over five years. Accumulated
amortization related to this asset is $13,500 as of May 31, 2004. This asset
was distributed to eSecureSoft on June 4, 2004.
On September 18, 2002, the Company issued 25,000 shares of stock as an
initial payment towards the purchase of FotoCrazy software. This initial
deposit was recorded as $1,125. This asset was distributed to eSecureSoft on
June 4, 2004.
NOTE G - OTHER ASSETS
Other assets consist primarily of security deposits on the lease of office
facilities, an employee advance and utility deposits.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
19
ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE H - LONG-TERM DEBT
Long-term debt at November 30, 2004 consisted of:
November 30, 2004
------------
Loans from stockholders and affiliated companies:
The loans are due on demand. 534,883
----------
Total Long-Term Debt 534,883
Less Current Portion (534,883)
----------
Net Long-term Debt $ 0
==========
The long-term loans payable mature as follows:
May 31, 2005 534,883
----------
$ 534,883
==========
NOTE I - COST OF SALES
Included in the cost of sales are the following:
November 30, 2004 November 30, 2003
------------ ------------
Shipping and handling costs $ 0 $ 806
Packaging costs 0 124
------------ ------------
Total $ 0 $ 930
============ ============
Shipping income $ 0 $ 1,717
============ ============
NOTE J - COMMITMENTS AND CONTINGENCIES
The Company maintains office facilities leased by USA Performance products
leases office and manufacturing facilities under an operating lease which
expired June 30, 2001. Since July 1, 2003 the USA Performance products has been
leasing facilities on a monthly basis. Future minimum lease payments including
sales tax as of November 30, 2004 are:
Fiscal Years ending:
May 31, 2005 1,855
--------
Total Minimum Lease Payments $ 1,855
========
Rent expense for the six month period ending November 30, 2004 and 2003 are
$0 and $30,933. On March 31, 2005 USA Performance products vacated the leased
premises and relocated to facilities in West Palm Beach, Florida.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
20
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE J - COMMITMENTS AND CONTINGENCIES (CONTINUED)
We are party to lawsuits in the normal course of our business. Litigation can
be expensive and disruptive to normal business operations; the results of
legal proceedings are difficult to predict.
On November 29, 2004, an involuntary petition was filed against eCom eCom.com,
Inc. in the United States Southern District Bankruptcy Court (In Re: Case No.
04-34535 BKC-SHF) under Title 11, Chapter 11 of the United States Bankruptcy
Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner,
Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in
an effort to restore the shareholder value lost by approximately 6,000
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid. The aforementioned creditors
are owed in excess of $1 million dollars.
NOTE K - RELATED PARTY TRANSACTIONS
The Company has received cash advances from David J. Panaia, Chairman and CEO
of the Company, in varying amounts and at various times subsequent to the
inception of the Company. These shareholder loans were non-interest bearing,
non-collateralized and due on demand.
On May 10, 2001, 1,286,359 shares of restricted stock were issued to Mr.
Panaia, CEO in return for cancellation of $437,362 of the debt owed to him.
The amount of stockholder loans that were reduced was based on the quoted
market price ($.68) on the date the common shares were issued and adjusted
by a discount of 50% due to the restrictions placed on the stock. The balance
owed to Mr. Panaia at November 30, 2004 and May 31, 2004 is $377,851 and
$373,413.
The Company has received cash advances from Bonnie Crum, daughter of David J.
Panaia, CEO of the Company, in varying amounts and at various times subsequent
to May 31, 2001. These related party loans were non-interest bearing, non-
collateralized and due on demand. The balance owed to Ms. Crum as of November
30, 2004 and May 31, 2004 is $35,000.
NOTE L - BUSINESS SEGMENTS
The Company's reportable segments are strategic business units that offer
different products and services. The Company has two reportable segments:
electronic commerce and software. The electronic commerce segment has provided
an e-commerce infrastructure to enable small businesses to expand to the
Internet. The e-commerce segment focuses on classifieds, auctions and
its paintball gun company. The software segment focuses on the design
and resale of secure software applications for compression and transmission of
large data files.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
21
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE L - BUSINESS SEGMENTS (CONTINUED)
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. There have been no
intersegment sales or transfers. Revenues from sales of the Company's
paintball products over the Internet are reported within the paintball
segment.
The following is a summary of segment activity:
As of November 30, 2004 the company no longer had consolidated business
segments. The Paintball segment has been distributed to USA Performance
Products, Inc., the software segment has been distributed to eSecureSoft
Company.
Electronic
Paintball Commerce Totals
Six Months Ended: ---------- ---------- ----------
November 30, 2003
- ------------------
Revenues $ 32,355 $ 1,954 34,309
Interest expense 338 17,661 17,999
Depreciation 7,687 7,664 15,331
Amortization - 10,792 10,792
Segment loss (30,550) (241,307) (271,857)
Segment assets 186,270 279,980 291,547
NOTE M - RECOVERABILITY OF ASSETS AND GOING CONCERN
These financial statements are presented on the basis that the Company is a
going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a
reasonable length of time. The accompanying financial statements show that
current liabilities exceed current assets by $629,000 at November 30, 2003 and
by $462,000 at November 30, 2004 and that the Company has incurred net operating
losses since inception.
In accordance with the May 2001 agreement to sell the 1-800-PAINTBALL
number, the Company agreed not to sell paintball accessories for a period of
three years. The company continues to manufacture and sell the Viper paintball
gun. The Company is currently focusing its efforts on the design
and resale of MyPhotoZip (tm) software that compresses, stores, protects and
transmits large data files.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
22
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE N - INCOME TAXES
Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities. Temporary differences, net operating loss carry forwards
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
November 30, 2004
--------------
Loss carry forward for tax purposes $ 6,746,631
==============
Deferred tax asset (34%) 2,293,854
Valuation allowance (2,293,854)
--------------
Net deferred tax asset -
==============
Through November 30, 2004, the Company had a federal income tax net
operating loss carry forward of approximately $6,740,000 which will expire
through the year 2023.
NOTE O - INCOME TAXES
No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carry-forward as of November 30, 2004 was approximately
$6,740,000. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2023.
The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.
NOTE P - EFFECTS OF INFLATION
To date, inflation has not had a material impact on the Company's
consolidated financial results.
NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002. The statement addresses financial accounting and
reporting for obligations related with the retirement of tangible long-lived
assets and the costs associated with asset retirement. The statement requires
the recognition of retirement obligations which will, therefore, generally
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
23
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
increase liabilities; retirement costs will be added to the carrying value of
long-lived assets, therefore, assets will be increased; and depreciation and
accretion expense will be higher in the later years of an assets life than in
earlier years. The Company adopted SFAS No. 143 at January 1, 2002. The
adoption of SFAS No. 143 had no impact on the Company's operating results or
financial positions.
The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets and is effective for financial statements issued for
fiscal years beginning January 1, 2002. This statement addresses financial
accounting and reporting for the impairment or the disposal of long-lived
asset. An impairment loss is recognized if the carrying amount of a long-
lived group exceeds the sum of the undiscounted cash flow expected to result
from the use and eventual disposition of the asset group. Long-lived assets
should be tested at least annually or whenever changes in circumstances
indicate that its carrying amount may not be recoverable. This statement
does not apply to goodwill and intangible assets that are not amortized.
The Company adapted SFAS No. 144 in the first quarter of 2002. The adoption
of SFAS No. 144 had no impact on the Company's operating results or
financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections"
("SFAS No. 145"). SFAS No. 145 eliminates the requirement to classify gains and
losses from the extinguishment of indebtedness as extraordinary, requires
certain lease modifications to be treated the same as a sale-leaseback
transaction, and makes other non-substantive technical corrections to existing
pronouncements. SFAS No. 145 is effective for fiscal years beginning after May
15, 2002. SFAS No. 145 was adopted on June 1, 2003 and did not have a material
effect on the Company=s financial position or results of operations.
Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre- SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS No.
142, intangible assets with definite useful lives will be amortized to their
estimated residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite
useful lives will be tested for impairment annually in lieu of being
amortized. The Company's current yearly amortization of intangible assets is
approximately $20,927. The impact of adopting SFAS Nos. 141 and 142 will not
cause a material change in the Company's consolidated financial statements as
of the date of this report.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
24
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Special Note Regarding Forward-Looking Statements
Certain statements in this report and elsewhere (such as in other filings by
the Company with the Securities and Exchange Commission ("SEC"), press
releases, presentations by the Company or its management and oral statements)
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended
to identify these forward-looking statements. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements. Factors that might cause or contribute to such differences
include, among others, competitive pressures, the growth rate of the
paintball industry and electronic commerce, constantly changing technology
and market acceptance of the Company's products and services. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
25
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the accompanying
consolidated financial statements for the six-month periods ended November 30,
2004 and 2003 and the Form 10-KSB for the fiscal year ended May 31, 2004.
Overview
In recent years, eCom concluded that it did not have the financial resources
necessary to develop all ten (10) of its business units collectively. Pursuant
to SEC Staff Legal Bulletin No. 4, eCom decided to spin off its subsidiaries
into independent companies in the belief that independent companies, each with a
distinct business, would be better able to obtain necessary funding and develop
their business plans. This belief was based in part on eCom's experience with
potential business partners which sought involvement with only one of eCom's
subsidiaries, rather than involvement with the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies. On December 18, 2003, USA
SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with
American Capital Holdings, Inc., ("American Capital") The Date of Record for
the first spin-off, USA SportsNet, Inc. (later renamed American Capital
Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010) was January 5,
2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard &
Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, the
shares of MyZipSoft were distributed to its shareholders on June 2, 2005.
On March 2, 2004, the Board of Directors of eCom approved the spin off
of the remaining eight (8) spin off companies in which the Board of Directors
voted to issue to their shareholders one (1) share of the company for every one
(1) share of eCom owned with a record date to be announced, pursuant to the
advice of SEC Staff Legal Bulletin No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom. A copy of this press release appended hereto as Exhibit No. 99.1,
paragraph two (2) of this release stated the following:
"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off. To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement. When announced, eCom shareholders as of the Date
of Payment (distribution of stock) for each spin-off will receive new shares in
that company."
The shares of the remaining eight spin-off companies were mailed on June 2,
2005, the Date of Payment, to eCom shareholders with a record date of May 27,
2005.
On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005. As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'
26
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC"). On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.
On June 4, 2004, a corporate resolution was proposed, passed and signed by David
Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer and
Barney A. Richmond, Director and President. Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the remaining
subsidiaries of eCom. The plan was to create individual public corporations,
and take whatever actions necessary to complete the process of enhancing
shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:
USA Performance Products, Inc. FL Corp. No. P98000006586 Fed. ID. 65-0812050
eSecureSoft, Company FL Corp. No. P03000138385 Fed. ID. 20-1068608
USAS Digital, Inc. FL Corp. No. P03000147667 Fed. ID. 20-1069232
Pro Card Corporation FL Corp. No. P04000015631 Fed. ID. 20-1442373
AAB National Company FL Corp. No. P04000019818 Fed. ID. 20-1442771
A Classifed Ad, Inc. FL Corp. No. P04000038403 Fed. ID. 20-1447963
A Super Deal.com, Inc. FL Corp. No. P04000040174 Fed. ID. 20-1449410
Swap and Shop.Net Corp. FL Corp. No. P04000040176 Fed. ID. 20-1449332
The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of these
shares were paid in full. Notwithstanding, contrary to what board members
Richard Turner and Barney A. Richmond had been previously advised by Chairman
Panaia, eCom was not able to pay FAST the amounts required to send out the stock
certificates to the shareholders, and accordingly, the shares were not issued as
stated.
Since late June 2004, the management of American Capital Holdings, Inc. has been
inundated with hundreds of telephone calls from eCom shareholders, requesting
delivery of their promised spin-off shares. Numerous shareholders have made
demands to be sent their promised shares, many of them threatening legal action
against eCom and all of the above described spin-offs which possibly might have
created contingent liabilities for all the shareholders of eCom. Because of
the aforementioned financial difficulties, eCom's telephone lines were
disconnected. eCom's shareholders contacted American Capital Holdings, Inc. in
an effort to garner information on the status of their situation as American
Capital was their only source for information.
In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A. When these accounting invoices and other expense
27
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
invoices were received in early August 2004, Mr. Panaia would not return
telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.
Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004, an
additional letter was sent to David Panaia, (Certificate of Mailing No. 2004201)
requesting the signature of the promissory notes and the additional information
needed for the accountants to provide the necessary American Capital audits
needed for its ongoing SEC filings. These confirmation letters and further
information needed to complete the financial audits were continually ignored
by Mr. Panaia. Additionally, certain press releases were made by the CEO of
eCom making reference to American Capital without the consent of management or
the Board of Directors of American Capital. It is believed Mr. Panaia also
ignored his responsibilities to its shareholders by not filing appropriate 8-K's
disclosing valid information concerning certain resignations as well as the
status of eCom, including its de-listing from the OTCBB, as described below.
Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation. Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning
creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond,
and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to
restore the shareholder value lost by approximately 6,000+ shareholders as well
as implement a viable plan for reimbursement of costs incurred by American
Capital Holdings, Inc., the petitioning creditors, and all other
creditors/vendors who have not been paid. The aforementioned creditors are owed
in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title
11 Amended Involuntary Petition of eCom is posted on the Company's website.
www.ecomecom.net
In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink
Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million, which,
without a qualified reorganization plan, could easily shrink further, as eCom,
has a negative net worth.
In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well. As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
28
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan. Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement. It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital. Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm. Other outstanding eCom debts
included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.
As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time. Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This liability cost American Capital's shareholders an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital was a spin-
off company of eCom. Additionally, American Capital has been forced to continue
this financial assistance to bring all of the spinoff companies current with
their SEC qualified accountants and other creditors so that eCom could continue
with it's daily operations.
During the period from late December 2004 thru mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also incurred
considerable additional costs by providing continued financial assistance to
honor what was promised to eCom's shareholders. These costs included expenses to
bring all of the spin-off companies current with their SEC filings, Federal Tax
Returns, State Income Tax Returns, State Filing Fees, Accounting Expenses, SEC
Auditing Expenses, Legal, Administrative and other business-related expenses.
This process included utilizing American Capital employees, as well as hiring
outside assistance, i.e. additional accountants, tax assistance, and outside
attorneys to expedite the process.
On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB. This de-listing was due to the fact the Company's
auditors had not been paid. Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent". Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the company.
Due to Mr. Panaia's health-related issues, during the period of January thru
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF. With
consideration to Mr. Panaia's declining health, all of the petitioning creditors
29
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
voluntarily consented to these extensions. Notwithstanding these voluntary
extensions, and due to the extensive ongoing telephone inquiries from eCom
shareholders who had bought shares in the public marketplace based on the past
public press release representations of Mr. Panaia, the management of American
Capital and the petitioning creditors had no choice but to try to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance. This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent - required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to other public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these tasks to eliminate any further
liabilities to eCom shareholders.
On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
compensation. The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval. Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are totally complete.
On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.Net Corp. CIK 0001321510 869894 10 5
In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the spin-off companies. Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005. The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies were mailed on June 2, 2005.
A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To get
the process started for paying expenses relating to the initial funding of these
30
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
companies to achieve their respective business purposes, on May 31, 2005 several
new shareholders invested $400,000 in eight (8) of the above referenced
companies, which will be reflected in each company's forthcoming respective Form
10SB audits and filings, which is planned to be filed within the next week.
This initial funding is to cover legal, accounting and other expenses, including
due diligence costs related to proposed forthcoming acquisitions. More funding
is planned for each company through out the June 1, 2005 thru August 30, 2005
Quarter in accordance with 506 Reg. D Private Placement procedures, which will
become available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors. The new management is committed
and believes these efforts combined with execution of the new business plans,
not only will recapture the lost shareholder value of eCom, but will also
enhance the viability of future long term shareholder value as well.
Acquisitions negotiations are underway and will be separately announced upon
completion and management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 31, 2005. The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.3.
eCom eCom.com, Inc. filed an 8-K on May 31, 2005 (Accession Number: 0001000459-
05-000001, File Number:000-23617) and an 8-K on June 2, 2005 (Accession Number:
0001000459-05-000002, File Number: 000-23617).
On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements are subject to Bankruptcy Court
approval, which hearing is scheduled for June 6, 2005.
The Company does not have any off-balance sheet arrangements.
31
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Results of Operations
Comparison of the six months ended November 30, 2004 with the six months
ended November 30, 2003.
Revenue for the six month period ended November 30, 2004 was $439
compared to $34,309 of revenue recorded during the same period of the prior
year. Prior year revenues were recorded from sales of the Viper M1 paintball
marker and accessories and sales of MyPhotoZip (TM). Our USA Performance
Products subsidiary was distributed on June 4, 2004 therefore sales for the six
months ending November 30, 2004 are not included in the current year financial
results.
Gross profit decreased from $748 in the prior year period to $292 in
the current six month period. Depreciation expense contributed $15,331 to the
prior years deficit in gross profit.
Due to the distribution of the Company's paintball segment, sales and
marketing expense dropped from $2,848 in the six months ended November 30,
2004 to $88 in the current six month period. General and administrative costs
dropped from $231,626 in the prior year to $50560 in the current six month
period.
Our operations for the six months ended November 30, 2004 resulted in a net
loss of $73,263, a $198,594 improvement over the net loss of $271,857 recorded
during the six months ended November 30, 2003.
Liquidity and Capital Resources
As of November 30, 2004 current assets totaled $264,334 compared to $330,014 at
the end of the prior fiscal year. Accounts Payable decreased from $320,450 to
$120,434 during the current six months. This decrease in accounts payable was
due to the distribution of USA Performance Products on June 4, 2004. Accounts
payable distributed from USA Performance Products was $126,637 on June 4, 2004.
The Company continues to be reliant on the combination of revenues, loans from
stockholders and capital contributions to fund operations. The equity line
agreement that was established with Swartz Private Equity, LLC was scheduled to
end on April 28, 2003. The agreement was terminated on October 15, 2001 with a
final sale of stock to Swartz to cover the outstanding account payable due to
Swartz of $77,000.
To the extent that additional funds are required to support operations or to
expand our business, we may sell additional equity, issue debt or obtain other
credit facilities through financial institutions. Any sale of additional equity
securities will result in dilution to our shareholders.
Until the Company obtains sufficient funds necessary to capitalize the growth
of its existing operations, expenditures required to increase revenues,
including advertising and promotion of compression software and Viper M1
paintball products, will be substantially limited. Should the Company be
unable to obtain continued funding, its operations may be adversely affected.
32
ECOM ECOM.COM, INC.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of the Company's Disclosure Controls and Internal Controls:
Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures'("Disclosure Controls"). This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"). As a result of this review, the Company
adopted guidelines concerning disclosure controls and the establishment of a
disclosure control committee made up of senior management.
Limitations on the Effectiveness of Controls:
The Company's management, including the CEO and CFO, does not expect that its
Disclosure Controls or its 'internal controls and procedures for financial
reporting' ("Internal Controls")will prevent all error and all fraud. A control
system, no matter how well conceived and managed, can provide only reasonable
assurance that the objectives of the control system are met. The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
Conclusions:
Based upon the Controls Evaluation, the CEO and CFO have concluded that, subject
to the limitations noted above, the Disclosure Controls are effective to timely
alert management to material information relating to the Company during the
period when its periodic reports are being prepared.
In accordance with SEC requirements, the CEO and CFO note that, since the date
of the Controls Evaluation to the date of this Quarterly Report, there have been
no significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
33
ECOM ECOM.COM, INC.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
On November 29, 2004, the company was served an involuntary bankruptcy petition
from the Southern District United States Bankruptcy Court, Southern District of
Florida.
ITEM 2. Changes in Securities.
None
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other Events.
Subsequent Events
In recent years, eCom concluded that it did not have the financial resources
necessary to develop all ten (10) of its business units collectively. Pursuant
to SEC Staff Legal Bulletin No. 4, eCom decided to spin off its subsidiaries
into independent companies in the belief that independent companies, each with a
distinct business, would be better able to obtain necessary funding and develop
their business plans. This belief was based in part on eCom's experience with
potential business partners which sought involvement with only one of eCom's
subsidiaries, rather than involvement with the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies. On December 18, 2003, USA
SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with
American Capital Holdings, Inc., ("American Capital") The Date of Record for
the first spin-off, USA SportsNet, Inc. (later renamed American Capital
Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)was January 5,
2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard &
Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, the
shares of MyZipSoft were distributed to its shareholders on June 2, 2005.
On March 2, 2004, the Board of Directors of eCom approved the spin off
of the remaining eight (8) spin off companies in which the Board of Directors
voted to issue to their shareholders one (1) share of the company for every one
(1) share of eCom owned with a record date to be announced, pursuant to the
advice of SEC Staff Legal Bulletin No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom. A copy of this press release appended hereto as Exhibit No. 99.1,
paragraph two (2) of this release stated the following:
34
ECOM ECOM.COM, INC.
ITEM 5. OTHER EVENTS (CONTINUED)
"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off. To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement. When announced, eCom shareholders as of the Date
of Payment (distribution of stock) for each spin-off will receive new shares in
that company."
The shares of the remaining eight spin-off companies were mailed on June 2,
2005, the Date of Payment, to eCom shareholders with a record date of May 27,
2005.
On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005. As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'
On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC"). On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.
On June 4, 2004, a corporate resolution was proposed, passed and signed by David
Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer and
Barney A. Richmond, Director and President. Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the remaining
subsidiaries of eCom. The plan was to create individual public corporations,
and take whatever actions necessary to complete the process of enhancing
shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:
USA Performance Products, Inc. FL Corp. No. P98000006586 Fed. ID. 65-0812050
eSecureSoft, Company FL Corp. No. P03000138385 Fed. ID. 20-1068608
USAS Digital, Inc. FL Corp. No. P03000147667 Fed. ID. 20-1069232
Pro Card Corporation FL Corp. No. P04000015631 Fed. ID. 20-1442373
AAB National Company FL Corp. No. P04000019818 Fed. ID. 20-1442771
A Classifed Ad, Inc. FL Corp. No. P04000038403 Fed. ID. 20-1447963
A Super Deal.com, Inc. FL Corp. No. P04000040174 Fed. ID. 20-1449410
Swap and Shop.Net Corp. FL Corp. No. P04000040176 Fed. ID. 20-1449332
The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of these
shares were paid in full. Notwithstanding, contrary to what board members
Richard Turner and Barney A. Richmond had been previously advised by Chairman
Panaia, eCom was not able to pay FAST the amounts required to send out the stock
certificates to the shareholders, and accordingly, the shares were not issued as
stated.
35
ECOM ECOM.COM, INC.
ITEM 5. OTHER EVENTS (CONTINUED)
Since late June 2004, the management of American Capital Holdings, Inc. has been
inundated with hundreds of telephone calls from eCom shareholders, requesting
delivery of their promised spin-off shares. Numerous shareholders have made
demands to be sent their promised shares, many of them threatening legal action
against eCom and all of the above described spin-offs which possibly might have
created contingent liabilities for all the shareholders of eCom. Because of
the aforementioned financial difficulties, eCom's telephone lines were
disconnected. eCom's shareholders contacted American Capital Holdings, Inc. in
an effort to garner information on the status of their situation as American
Capital was their only source for information.
In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A. When these accounting invoices and other expense
invoices were received in early August 2004, Mr. Panaia would not return
telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.
Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004, an
additional letter was sent to David Panaia, (Certificate of Mailing No. 2004201)
requesting the signature of the promissory notes and the additional information
needed for the accountants to provide the necessary American Capital audits
needed for its ongoing SEC filings. These confirmation letters and further
information needed to complete the financial audits were continually ignored
by Mr. Panaia. Additionally, certain press releases were made by the CEO of
eCom making reference to American Capital without the consent of management or
the Board of Directors of American Capital. It is believed Mr. Panaia also
ignored his responsibilities to its shareholders by not filing appropriate 8-K's
disclosing valid information concerning certain resignations as well as the
status of eCom, including its de-listing from the OTCBB, as described below.
Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation. Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning
creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond,
and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to
restore the shareholder value lost by approximately 6,000+ shareholders as well
as implement a viable plan for reimbursement of costs incurred by American
Capital Holdings, Inc., the petitioning creditors, and all other
creditors/vendors who have not been paid. The aforementioned creditors are owed
in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title
11 Amended Involuntary Petition of eCom is posted on the Company's website.
www.ecomecom.net
36
ECOM ECOM.COM, INC.
ITEM 5. OTHER EVENTS (CONTINUED)
In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink
Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million, which,
without a qualified reorganization plan, could easily shrink further, as eCom,
has a negative net worth.
In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well. As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan. Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement. It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital. Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm. Other outstanding eCom debts
included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.
As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time. Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This liability cost American Capital's shareholders an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital was a spin-
off company of eCom. Additionally, American Capital has been forced to continue
this financial assistance to bring all of the spinoff companies current with
their SEC qualified accountants and other creditors so that eCom could continue
with it's daily operations.
During the period from late December 2004 thru mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also incurred
considerable additional costs by providing continued financial assistance to
37
ECOM ECOM.COM, INC.
ITEM 5. OTHER EVENTS (CONTINUED)
honor what was promised to eCom's shareholders. These costs included expenses to
bring all of the spin-off companies current with their SEC filings, Federal Tax
Returns, State Income Tax Returns, State Filing Fees, Accounting Expenses, SEC
Auditing Expenses, Legal, Administrative and other business-related expenses.
This process included utilizing American Capital employees, as well as hiring
outside assistance, i.e. additional accountants, tax assistance, and outside
attorneys to expedite the process.
On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB. This de-listing was due to the fact the Company's
auditors had not been paid. Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent". Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the company.
Due to Mr. Panaia's health-related issues, during the period of January thru
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF. With
consideration to Mr. Panaia's declining health, all of the petitioning creditors
voluntarily consented to these extensions. Notwithstanding these voluntary
extensions, and due to the extensive ongoing telephone inquiries from eCom
shareholders who had bought shares in the public marketplace based on the past
public press release representations of Mr. Panaia, the management of American
Capital and the petitioning creditors had no choice but to try to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance. This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent - required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to other public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these tasks to eliminate any further
liabilities to eCom shareholders.
On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
compensation. The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval. Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are totally complete.
On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:
38
ECOM ECOM.COM, INC.
ITEM 5. OTHER EVENTS (CONTINUED)
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.Net Corp. CIK 0001321510 869894 10 5
In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the spin-off companies. Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005. The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies were mailed on June 2, 2005.
A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To get
the process started for paying expenses relating to the initial funding of these
companies to achieve their respective business purposes, on May 31, 2005 several
new shareholders invested $400,000 in eight (8) of the above referenced
companies, which will be reflected in each company's forthcoming respective Form
10SB audits and filings, which is planned to be filed within the next week.
This initial funding is to cover legal, accounting and other expenses, including
due diligence costs related to proposed forthcoming acquisitions. More funding
is planned for each company through out the June 1, 2005 thru August 30, 2005
Quarter in accordance with 506 Reg. D Private Placement procedures, which will
become available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors. The new management is committed
and believes these efforts combined with execution of the new business plans,
not only will recapture the lost shareholder value of eCom, but will also
enhance the viability of future long term shareholder value as well.
Acquisitions negotiations are underway and will be separately announced upon
completion and management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
38
ECOM ECOM.COM, INC.
ITEM 5. OTHER EVENTS (CONTINUED)
Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 31, 2005. The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.3.
eCom eCom.com, Inc. filed an 8-K on May 31, 2005 (Accession Number: 0001000459-
05-000001, File Number:000-23617) and an 8-K on June 2, 2005 (Accession Number:
0001000459-05-000002, File Number:000-23617).
On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements are subject to Bankruptcy Court
approval, which hearing is scheduled for June 6, 2005.
The Company does not have any off-balance sheet arrangements.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit 31.1 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CEO
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO
Exhibit 32 Certification of CEO and CFO Pursuant to
Section 906 of the Sarbanes-Oxley Act
Exhibit 99.1 eCom eCom.com Inc. Form 10QSB filed April 14, 2004 with
the Securities and Exchange Commission, file number 000-
23617, accession number 0001000459-04-000005. (incorporated
by reference to the Company=s Form 10 QSB)
Exhibit 99.2 On March 29, 2004, David Panaia prepared and issued a
Press Release announcing the appointment of Barney A.
Richmond as President of eCom.
Exhibit 99.3 List of Shareholders as of May 31, 2005 who received
spinoff shares and corresponding Certified Mail numbers
of Share Certificates mailed June 2, 2005
40
ECOM ECOM.COM, INC.
(b) Reports on Form 8-K:
eCom eCom.com, Inc. filed an 8-K on May 31, 2005 (Accession Number: 0001000459-
05-000001, File Number:000-23617)
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number 0001000459-
05-000001 stating the board of directors of each spin-off company authorized a
100 to 1 reverse split of the outstanding 49,955,112 shares of the following
spin-off companies:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
- ----------------------------- --------------- -----------------
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005.
The Record Date for each company is May 27, 2005, and each company's transfer
agent has been instructed to issue and mail all share certificates to the
shareholders of record as of May 27, 2005.
- --- end of May 31, 2005 8-K ---
41
ECOM ECOM.COM, INC.
(b) Reports on Form 8-K: (CONTINUED)
eCom eCom.com, Inc. filed an 8-K on June 2, 2005 (Accession Number: 0001000459-
05-000002, File Number:000-23617) stating:
In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today,
June 2, 2005, to each of the below listed former subsidiary companies of eCom
to all of the shareholders as of the record date of May 27, 2005.
Name of SEC/EDGAR Standard & Poor's
Company CIK No. Cusip No.
- ------------------------------- -------------- ----------------
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
For mail reference purposes, appended herewith, as Exhibit 99.3, is a schedule
of each shareholder last name and the United States Postal Certified Mail
Receipt Number of each shareholder for which one (1) certificate for each
of the above referenced companies was mailed in one (1) United States
Postal Certified Mail envelope.
- --- end of June 2, 2005 8-K ---
42
ECOM ECOM.COM, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
eCom eCom.com, Inc.
June 3, 2005 By: /s/ Richard C. Turner
Richard C. Turner,
Acting-President and
Chief Financial Officer
Exhibit 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard C. Turner certify that:
1. I have reviewed this quarterly report on Form 10-Q of eCom eCom.com Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
43
ECOM ECOM.COM, INC.
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 3, 2005
/s/ Richard C. Turner
- --------------------------
Richard C. Turner
Acting-President
Acting-Chief Executive Officer
Exhibit 31.2
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard C. Turner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of eCom eCom.com Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
44
ECOM ECOM.COM, INC.
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 3, 2005
/s/ Richard C. Turner
- ---------------------------
Richard C. Turner
Chief Financial Officer
45
ECOM ECOM.COM, INC.
Exhibit 32
CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of eCom eCom.com Inc., a Florida
corporation (the "Company"), on Form 10-QSB for the period ending November 30,
2004, as filed with the Securities and Exchange Commission (the "Report"),
Richard C. Turner, Acting - Chief Executive Officer and Chief Financial Officer
of the Company, do each hereby certify, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (18 U.S.C. 1350), that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Richard C. Turner
Richard C. Turner
Acting-President
June 3, 2005
/s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
June 3, 2005
[A signed original of this written statement required by Section 906 has been
provided to eCom eCom.com Inc. and will be retained by eCom eCom.com Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.]
Exhibits to Form 10-QSB will be provided to shareholders of the Registrant
upon written request addressed to eCom eCom.com, Inc., 100 Village Square
Crossing, Suite 202, Palm Beach Gardens, Florida 33410. Any exhibits furnished
are subject to a reasonable photocopying charge.
The Securities and Exchange Commission has not approved or disapproved of
this Form 10-QSB and Annual Report to Shareholders nor has it passed upon its
accuracy or adequacy.
46