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 February 28, 2006
Commission File Number 33-96638-A
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 February 28, 2006 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 FEBRUARY 28, 2006
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 3
Balance Sheets:
February 28, 2006 and 2005 (Unaudited) 4
Statements of Operations:
Nine Months Ended February 28, 2006 and
2005 (Unaudited) 5
Statements of Operations:
Three Months Ended February 28, 2006 and
2005 (Unaudited) 6
Statements of Shareholders' Deficit:
From May 31, 2004, through February 28, 2006
(Unaudited) 7
Statements of Cash Flows:
Nine Months Ended February 28, 2006 and
2005 (Unaudited) 8
Notes to Financial Statements 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 19
ITEM 3 CONTROLS AND PROCEDURES 25
PART II OTHER INFORMATION
ITEMS 1-6 26
SIGNATURES AND CERTIFICATIONS 27
Exhibit 31.1 Certification required under Section 302 of 28
the Sarbanes-Oxley Act of 2002 by the CE0
Exhibit 31.2 Certification required under Section 302 of 29
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 30
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
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
eCom eCom.com, Inc.
Palm Beach Gardens, Florida
We have reviewed the accompanying balance sheets of eCom eCom.com, Inc., as of
February 28, 2006 and 2005, and the related statements of operations, for
three and nine month periods ended February 28, 2006 and 2005, the statement
of changes in stockholders' equity from May 31, 2004 through February 28,
2006, and the statement of cash flows for the nine month periods ended
February 28, 2006 and 2005. These financial statements are the responsibility
of the company's management.
We conducted our review in accordance with the standards of the Public Company
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 interim 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 Note O to the
financial statements, the Company's current liabilities exceed current assets
by $791,000 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 plan regarding those matters are also described
in Note O. 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
April 14, 2006
3
ECOM ECOM.COM, INC.
Balance Sheets
(Unaudited)
FEB 28, 2006 FEB 28, 2005
--------------- --------------
ASSETS
Current Assets
Cash and cash equivalents $ 4,819 $ 16
Due from affiliated companies 1,279 226,838
Prepaid expenses 65,033 25,932
------------ ------------
Total Current Assets 71,131 252,786
------------ ------------
Property and Equipment, net 165 384
------------ ------------
Other Assets
Other assets 0 2,250
------------ ------------
Total Other Assets 0 2,250
------------ ------------
Total Assets $ 71,296 $ 255,420
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 94,189 $ 121,001
Accrued expenses 44,000 44,000
Current portion of long-term debt 685,383 543,701
Interest accrued on current portion 39,029 32,886
------------ ------------
Total Current Liabilities 862,601 741,588
Notes Payable, Net of Current Portion - -
------------ ------------
Total Liabilities 862,601 741,588
------------ ------------
Stockholders' Equity
Common stock, $.0001 par value, 200 million
shares authorized, 49,955,112
shares issued and outstanding 4,995 4,995
Paid-in capital 6,569,537 6,569,537
Accumulated deficit (7,365,837) (7,060,700)
------------ ------------
Total Stockholders' Deficit (791,305) (486,168)
------------ ------------
Total Liabilities and Stockholders' Equity $ 71,296 $ 255,420
============ ============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
ECOM ECOM.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2006 AND 2005
(UNAUDITED)
2006 2005
______________ _______________
Revenues
Net Sales $ - $ 611
Cost of Sales (165) (234)
______________ _______________
Gross Profit (165) 377
______________ _______________
Other Operating Expenses
Sales and marketing - 120
Product development - -
General and administrative 46,813 62,446
Amortization - 333
______________ _______________
Total Operating Expenses 46,813 62,899
______________ _______________
Loss from Operations (46,978) (62,522)
Other Income (Expense)
Interest expense (119) (36,866)
Write off of Related Party
Notes Receivable (225,966) -
______________ _______________
Total Other Expenses (226,055) (36,866)
______________ _______________
Net Loss $ (273,063) $ (99,388)
============== ===============
Net Loss Per Common Share $ (.005) $ (.001)
============== ===============
Weighted Average Shares Outstanding 49,955,112 49,955,112
============== ===============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
ECOM ECOM.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
FEBRUARY 28, 2006 AND 2005
(UNAUDITED)
2006 2005
______________ _______________
Revenues
Net Sales $ 0 $ 172
Cost of Sales (55) (87)
______________ _______________
Gross Profit (55) 85
______________ _______________
Other Operating Expenses
Sales and marketing - 32
General and administrative 4,786 11,886
Amortization - -
______________ _______________
Total Operating Expenses 4,786 11,918
______________ _______________
Loss from Operations (4,841) (11,833)
Other Income (Expense)
Interest income - -
Interest expense - (14,292)
______________ _______________
Total Other Expenses - (14,292)
______________ _______________
Net Loss $ (4,841) $ (26,125)
============== ===============
Net Loss Per Common Share $ (.000) $ (.001)
============== ===============
Weighted Average Shares Outstanding 49,955,112 49,955,112
============== ===============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
ECOM ECOM.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM MAY 31, 2004, THROUGH FEBRUARY 28, 2006
(Unaudited)
---------- Common Stock -----------
Number At Add'l Total
of Par Paid In Accumulated Stockholder
Shares Value Capital (Deficit) (Deficit)
---------- ------ ------- ------------ -----------
Consolidated Balance at
May 31, 2004 49,955,112 4,995 6,579,537 (7,053,112) (468,580)
Elimination of
Subsidiaries
Consolidated Losses at
Spin Off (see Note I) - - (10,000) 187,925 177,925
Assets Distributed
as Dividends at
Spin Off (see Note I) - - - (96,124) (96,124)
Net Loss - - - (131,463) (131,463)
---------- ------ ---------- ----------- -----------
Balance,
May 31, 2005 49,955,112 4,995 6,569,537 (7,092,774) (518,242)
Net Loss - - - (273,063) (273,063)
---------- ------ ---------- ----------- -----------
Balance,
Feb. 28, 2006 49,955,112 $4,995 $6,569,537 $(7,365,837) $ (791,305)
=========== ======= ========== =========== ===========
Read 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 NINE MONTHS ENDED FEBRUARY 28, 2006 AND 2005
(Unaudited)
2006 2005
_______________ _______________
Cash Flows From Operating Activities
Cash received from customers $ 0 $ 611
Cash paid to suppliers and employees (111,101) (8,208)
Interest paid (119) (36,865)
_______________ _______________
Net Cash Flows Used in
Operating Activities (111,220) (44,462)
_______________ _______________
Cash Flows From Investing Activities
Purchase of equipment (0) (0)
_______________ _______________
Net Cash Flows Provided By
(Used In) Investing Activities (0) (0)
_______________ _______________
Cash Flows From Financing Activities
Proceeds of loans from stockholders 116,039 49,859
Repayment of loans to stockholders 0 (5,518)
Issuance of note receivable 0 0
_______________ _______________
Net Cash Flows Provided By
(Used In) Financing Activities 116,039 44,341
_______________ _______________
Net Increase/(Decrease) in Cash 4,819 (121)
Cash and Cash Equivalents at
Beginning of Period 0 137
_______________ _______________
Cash and Cash Equivalents at
End of Period $ 4,819 $ 16
=============== ===============
Read 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 NINE MONTHS ENDED FEBRUARY 28, 2006 AND 2005
(Unaudited)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities:
2006 2005
_______________ _______________
Net Loss $ (273,063) $ (99,388)
Add items not requiring outlay of cash:
Depreciation and amortization 165 498
Write off of Related Party
Notes Receivable 225,966 0
Cash was increased by:
Decrease in inventory 0 33,444
Increase in accrued interest payable 0 15,343
Increase in accounts payable 0 5,641
Cash was decreased by:
Increase in prepaid expenses (50,107) 0
Decrease in accounts payable (14,181) 0
_______________ _______________
Net Cash Flows Used In
Operating Activities $ (111,220) $ (44,462)
=============== ===============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
9
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS
eCom eCom.com, Inc. ("eCom" or "the Company") was incorporated in the State of
Florida on June 14, 1994. During the fiscal year ending May 31, 2005 eCom
focused on separating all ten of its current business segments, USA
SportsNet, Inc., USA Performance Products, Inc., eSecureSoft Corp., USAS
Digital, Inc., Pro Card Corporation, AAB National Company, A Classified Ad,
Inc., Swap and Shop.net Corp., A Super Deal.com, Inc. and MyZipSoft, Inc.
This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to
have the ability for each segment, to raise its own funding for growth and
expansion. On June 4, 2004 the Company spun-off each of the above listed
companies into separate public companies.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies, pursuant to SEC Staff Legal
Bulletin No. 4. On December 18, 2003, USA SportsNet, Inc. entered into a
definitive Asset Acquisition Agreement with American Capital Holdings, Inc.,
("ACHI") 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, and 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.
Due to the dilemma caused as a direct result of Mr. Panaia's refusal to
address the monies advanced to eCom by American Capital, on November 22, 2004,
Barney A. Richmond resigned as an Officer and Director of eCom. 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 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. Most importantly, the proceedings
will enable Mr. Richmond to initiate reorganization plans in an effort to
restore the shareholder value lost by approximately 6,000 shareholders. 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 eCom's website, www.ecomecom.net.
10
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS - (CONTINUED)
The Company does not have any off-balance sheet arrangements.
Employees. The Company has no employees.
A detailed history is available on eCom eCom.com's 10K-SB filing at May 31,
2005.
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.
Restatement of Prior Years Numbers to Conform to Current Year Presentation
eCom eCom.com, Inc. presented comparative consolidated financial statements at
May 31, 2004. Since the Company spun off all of its subsidiaries on or about
June 4, 2004 there are no subsidiaries to be consolidated at February 28, 2005
and 2006. The basic financial statements presented herein at May 31, 2004
have been restated, eliminating all subsidiary assets, liabilities, equity and
operations in order.
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.
11
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
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.
NOTE C - INVENTORIES
None
NOTE D - PREPAID EXPENSES
Prepaid expenses consist principally of amounts paid for rent, subscriptions
and domain name registrations. The Company paid its attorney a retainer of
$65,000 for representation as bankruptcy counsel. The remaining $33 is for
domain name registrations.
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, 2005 and
2004:
FEB 28, 2006 FEB 28, 2005
-------------- --------------
Computer hardware $ 85,074 $ 85,074
Computer software 13,633 13,633
Furniture, fixtures and equipment 4,330 4,330
--------- ---------
Total cost 103,037 103,037
Accumulated depreciation 102,872 102,653
--------- ---------
Net Property and Equipment $ 165 $ 384
========= =========
Depreciation expense included in the cost
of sales for the years ended are: $ 165 $ 165
========= =========
12
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE E - PROPERTY AND EQUIPMENT - (CONTINUED)
Reductions in Computer hardware, computer software, and furniture 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 the website, A Classified Ad for a
total cost of $10,000. This assets has been amortized over five years.
Accumulated amortization related to this assets was $10,000 as of May 31,
2004. This asset was distributed to A Classified Ad, Inc. on June 4, 2004.
In February 1999, the Company acquired the website, Swap and shop, for a total
cost of $1,200. This asset has been amortized over five years. Accumulated
amortization related to this assets was $1,200 as of May 31, 2004. This asset
was distributed to Swap and Shop.net Corp. on June 4, 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 Company 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.
13
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE H - LONG-TERM DEBT
Long-term debt at February 28, 2006 and 2005 consisted of:
FEB 28, 2006 FEB 28, 2005
------------ ------------
Loans from stockholders and affiliated companies
The loans are due on demand. 685,383 543,701
---------- ----------
Total Long-Term Debt 685,383 543,701
Less Current Portion (685,368) (543,701)
---------- ----------
Net Long-term Debt $ 0 $ 0
========== ==========
The long-term loans payable mature as follows
February 28, 2006 and 2005 685,383 543,701
---------- ----------
$ 685,383 $ 543,701
========== ==========
NOTE I - Spin Off of Subsidiaries, Consolidated Accumulated Deficit and
Dividends Paid.
On June 4, 2004, the Company spun-off eight subsidiaries, see Note A, where-in
each stockholder of the Company at the date of spin off received a pro-rata
share of common stock of each subsidiary spun off. The Accumulated Deficit of
all the subsidiaries being spun off was reversed from the Company's
Consolidated Accumulated (Deficit) figure at May 31, 2004 in the amount of
$7,053,112.
It was determined by management of the Company that certain assets were not
going to be utilized in the future due to its change in corporate structure.
The Company, therefore distributed certain of its assets with a net book value
of approximately $96,000 to several subsidiaries at the date of spin off in
the form of dividends paid, which approximated the assets fair market value.
NOTE J - RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the 2005 financial statement
presentation. Such reclassifications have no effect on net income as
previously reported.
14
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE K - COST OF SALES
Included in the cost of sales are the following
FEB 28, 2006 FEB 28, 2005
------------ ------------
Royalty and shipping costs $ 0 $ 69
Depreciation 165 165
------------ ------------
Total $ 165 $ 234
============ ============
Shipping income $ 0 $ 0
============ ============
NOTE L - COMMITMENTS AND CONTINGENCIES
The Company maintains office facilities leased by American Capital Holdings,
Inc. American Capital Holdings has not charged any rent to eCom eCom.com
during the twelve months ending May 31, 2005 and the nine month period ending
February 28, 2006.
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 eCom's website, www.ecomecom.net.
NOTE M - RELATED PARTY TRANSACTIONS
The Company has received cash advances from David J. Panaia, Chairman and CEO
of the Company, until he passed away on March 20, 2005, in varying amounts and
at various times subsequent to the inception of the Company. These
shareholder loans were non-collateralized and due on demand.
On May 10, 2001, 1,286,359 shares of restricted stock were issued to Mr.
Panaia, past 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 and his estate at February 28, 2006 is $387,720.
15
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE M - RELATED PARTY TRANSACTIONS - (CONTINUED)
The Company has received cash advances from Bonnie Crum, daughter of David J.
Panaia, past 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 February 28, 2006 is $35,000.
The Company has received cash advances from Richard Turner, CFO of the
Company, in varying amounts and at various times subsequent to September 1,
2001. These related party loans were non-collateralized and due on demand.
The interest portion of these notes has stopped accruing interest after the
company was adjudicated bankrupt. The balance owed to Mr. Turner as of
February 28, 2006 is $117,790.
As part of the debtor-in-possession financing, eCom received $100,000 in
financing from American Capital Holdings on June 8, 2005 and an additional
$15,186 from American Capital Holdings on July 25, 2005.
NOTE N - BUSINESS SEGMENTS
As of February 28, 2006 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 on June 4, 2004.
NOTE O - 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 approximately $791,000 at
February 28, 2006 and by approximately $489,000 at February 28, 2005 and that
the Company has incurred net operating losses since inception. It is current
managements intention to have the Bankruptcy Court accept its plan of
reorganization and have the Company came out of Bankruptcy using the
provisions of fresh start accounting and then acquire an operating company in
order to provide value for the current stockholders.
NOTE P - 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
16
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE P - INCOME TAXES - (CONTINUED)
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
FEB 28, 2006
--------------
Loss carry forward for tax purposes $ 7,000,000
==============
Deferred tax asset (34%) 2,380,000
Valuation allowance (2,380,000)
--------------
Net deferred tax asset -
==============
Through February 28, 2006, the Company had a federal income tax net
operating loss carry forward of approximately $7,000,000 which will expire
through the year 2023.
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 February 28, 2006 was approximately
$7,000,000. 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 Q - EFFECTS OF INFLATION
To date, inflation has not had a material impact on the Company's financial
results.
NOTE R - 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
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.
17
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE R - RECENT ACCOUNTING PRONOUNCEMENTS - (CONTINUED)
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 $333. 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.
18
ECOM ECOM.COM, INC.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the accompanying
financial statements for the nine-month periods ended February 28, 2006 and
2005 and the Form 10-KSB for the fiscal year ended May 31, 2005.
On December 1, 2003, the Board of Directors of eCom approved the spin-off
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, and 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 spinoff 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. Paragraph two (2) of this release stated the following:
19
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (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. "This plan was undertaken for the purposes of allowing
the management and employees the opportunity to operate each segment
independently. Also, to have the ability for each segment, to raise its own
funding for growth and expansion.
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 Classified 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
20
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
out the Stock certificates to the shareholders, and accordingly, the shares
were not issued as stated.
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 eCom's website, www.ecomecom.net.
Due to Mr. Panaia's health-related issues, during the period of January
through 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 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 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 Company made application to the
United States Bankruptcy Court to appoint Barney A. Richmond as its new Chief
Executive Officer, whose official appointment was granted by the court on June
6, 2005. 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
complete.
21
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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
begin the process of paying expenses relating to the commencement of their
respective business purposes, on May 31, 2005 several new shareholders
provided initial funding of $400,000 to eight (8) of the above referenced
companies. 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 throughout the April
1, 2006 through June 30, 2005 calendar 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 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. Management is confident in their ability to
execute these forthcoming plans.
22
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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 27,
2005. The shareholder list and Certified Mail numbers are appended hereto as
exhibit 99.2.
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 were ordered by the Bankruptcy
Court at a hearing which took place June 6, 2005.
On behalf of eCom, American Capital Holdings has filed the requisite filings
to bring eCom current. The accession number eCom's November 30, 2004 Form
10-QSB is 0001000459-05-000003, and the accession number for eCom's February
28, 2005 Form 10-QSB is 0001000459-05-000004 eCom's file number is 000-23617.
On June 6, 2005, a second bankruptcy status conference was held in front of
the Honorable Judge Steven Friedman. Two (2) motions were heard with
resulting court approval. One was an Court Order for eCom to retain the legal
services of Kluger, Peretz, Kaplin & Berlin P.L. The second Court Order was
the approval of Barney A. Richmond as the new Chief Executive Officer of eCome
Com.com, Inc. Mr. Richmond has significant experience in corporate and
bankruptcy reorganizations. Judge Friedman's court order included instructions
for Mr. Richmond and Kluger Peretz to commence with the preparation a viable
plan of reorganization for eCom and all of the above described spinoff
companies, which process is significantly underway including the completion of
the May 31, 2005 audits and preparation of the Forms 10-SB for all the
above-referenced spinoff companies.
Section 1145 of the United States Bankruptcy Code allows the Court to use the
Exemption of Securities Laws with respect to a qualified reorganization plan,
which the Debtor and aforementioned subsidiary spinoff companies plan to use,
which was discussed during the aforementioned June 6, 2005 Court Hearing. The
above described June 6, 2005 Court Orders are appended herein as Exhibit 99.7.
Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are
available on the eCom website, www.ecomecom.net.
23
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
On July 25, 2005, a third bankruptcy hearing was held in front of the
Honorable Judge Steven Friedman. Two (2) orders were granted by the court.
The first order granted was: the Debtor is authorized to obtain post-petition
financing in the amount of $100,000.00 from American Capital Holdings, Inc. on
the terms and conditions set forth in the motion. The second order granted
was: Debtor-in-Possession's Motion for Authorization to: (I) Provide
Electronic Service Upon Equity Security Holders and (II) Utilize Executive
Mail Service for Purposes of Coordinating and Effectuating Service Upon
Equity Security Holders. Electronic copies of the July 25, 2005 transcripts
are available on the eCom eCom.com, Inc. website.
Comparison of Results of Operations - Nine Months Ended February 28, 2006 vs.
Nine Months Ended February 28, 2005.
Revenue for the nine months ended November 30, 2005 was $0 compared to $611 of
revenue recorded during the same period of the prior year. Cost of sales
decreased from $234 to $165 in the current nine month period.
Total operating expenses for the nine months ended February 28, 2006 was
$46,813 compared to $62,899 for the nine months ended February 28, 2005.
The operations for the nine months ended February 28, 2006 resulted in a net
loss from operations of $46,978 versus a net loss of $62,522 recorded in the
nine months ended February 28, 2005.
The comprehensive loss incurred during the nine months ended February 28, 2006
of $225,966 was due to the write-down of debt due from USA Performance
Products. Management has determined that the debt is no longer collectable.
No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The net operating
loss carry-forwards as of February 28, 2006 totals approximately $7,000,000.
These carry-forwards will be available to offset future taxable income. If
not used, the operating loss carry-forwards will expire from 2010 to 2019.
The Company does not believe that the realization of the related deferred
income tax assets meets the criteria required by generally accepted accounting
principles and, accordingly, deferred income tax assets have remained at $0 as
of February 28, 2006.
Liquidity and Capital Resources
As of February 28, 2006, current assets totaled $71,131 compared to $252,786
at February 28, 2005. Prepaid Expenses increased from $25,932 at February 28,
2005 to $65,033 at February 28, 2006 due the debtor-in-possession financing
received during June 2005 by American Capital Holdings. Due from affiliates
decreased from $226,838 at February 28, 2005 to $1,279 at February 28, 2006
due to the write-down of the receivable from USA Performance Products.
24
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
Net cash used in operating activities was $111,220 and $44,462 for the nine
months ended February 28, 2006 and 2005 respectively.
Financing activities provided net cash of $116,039 during the current nine
month period ending February 28, 2006 due to financing received from American
Capital Holdings as debtor in possession financing.
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.
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.
25
ECOM ECOM.COM, INC.
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.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
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 eCom's website, www.ecomecom.net.
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
ECOM ECOM.COM, INC.
ITEM 5. Other Events.
The company was notified that its lead market maker, Equitrade Securities Inc.
of Lake Forest CA was shutting down its operations. The company is presently
looking for a replacement, however there are currently over 18 broker/dealers
making markets in our stock.
26
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 CE0 on page 28
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO on page 29
Exhibit 32 Certification of CEO and CFO Pursuant to
Section 906 of the Sarbanes-Oxley Act on page 30
(b) Reports on Form 8-K:
None
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.
April 14, 2006 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
April 14, 2006 By: /s/ Richard C. Turner
Richard C. Turner,
Chief Financial Officer
27
ECOM ECOM.COM, INC.
Exhibit 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barney A. Richmond, 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):
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.
28
ECOM ECOM.COM, INC.
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: April 14, 2006
/s/ Barney A. Richmond
- --------------------------
Barney A. Richmond
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
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;
29
ECOM ECOM.COM, INC.
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: April 14, 2006
/s/ Richard C. Turner
- ---------------------------
Richard C. Turner
Chief Financial Officer
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 February 28,
2006, as filed with the Securities and Exchange Commission (the "Report"),
Barney A. Richmond, Chief Executive Officer of the Company and Richard C.
Turner, Chief Financial Officer of the Company, respectively, 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
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ECOM ECOM.COM, INC.
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Barney A. Richmond
Barney A. Richmond
Chief Executive Officer
April 14, 2006
/s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
April 14, 2006
[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.
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