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 August 31, 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 August 31, 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 August 31, 2006
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Balance Sheets:
August 31, 2006 and 2005 (Unaudited) 3
Statements of Operations:
Three Months Ended August 31, 2006 and
2005 (Unaudited) 4
Statements of Shareholders' Deficit:
Years Ended May 31, 2006 and 2005 and the
Three Months Ended August 31, 2006 (Unaudited) 5
Statements of Cash Flows:
Three Months Ended August 31, 2006 and
2005 (Unaudited) 6
Notes to Financial Statements 8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 24
ITEM 3 CONTROLS AND PROCEDURES 31
PART II OTHER INFORMATION
ITEMS 1-6 32
SIGNATURES AND CERTIFICATIONS 33
Exhibit 31.1 Certification required under Section 302 of 34
the Sarbanes-Oxley Act of 2002 by the CE0
Exhibit 31.2 Certification required under Section 302 of 35
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 36
2
eCOM eCOM.COM, INC
BALANCE SHEETS (Unaudited)
August 31, 2006 August 31, 2005
ASSETS --------------- --------------
Current Assets
Cash and cash equivalents $ 24 $ 24,436
Accounts receivable other 0 0
Due from affiliated companies 1,279 1,279
Inventories 0 0
Prepaid expenses 65,021 73,045
------------ ------------
Total Current Assets 66,324 98,760
------------ ------------
Property and Equipment, net 55 275
------------ ------------
Total Assets $ 66,379 $ 99,035
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities Not Subject to Compromise
Postpetition trade accounts payable $ 5,870 $ 10,200
Postpetition current liabilities 140,693 140,471
Accrued postpetition expenses 11,200 11,200
------------ ------------
Total Liabilities Not Subject to Compromise 157,763 161,871
Liabilities Subject to Compromise
Prepetition trade accounts payable 105,182 105,024
Prepetition accrued expenses 44,000 44,000
Current portion of long-term debt 545,982 534,768
Prepetition interest accrued 27,809 27,809
------------ ------------
Total Liabilities Subject to Compromise 722,973 711,601
------------ ------------
Total Current Liabilities 880,736 873,472
Notes Payable, Net of Current Portion - -
------------ ------------
Total Liabilities 880,736 873,472
------------ ------------
Stockholders' Equity
Common stock, $.0001 par value, 200 million
shares authorized, 49,955,112 and
49,955,112 shares issued and outstanding 4,995 4,995
Paid-in capital 6,569,537 6,569,537
Accumulated deficit (7,388,889) (7,436,351)
Accumulated Comprehensive Gain 0 87,382
------------ ------------
Total Stockholders' Deficit (814,357) (774,437)
------------ ------------
Total Liabilities and Stockholders' Equity $ 66,379 $ 99,035
============ ============
See accompanying summary of accounting policies, notes to financial statements.
3
ECOM ECOM.COM, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
August 31, 2006 August 31, 2005
______________ _______________
Revenues
Net Sales $ 0 $ 0
Cost of Sales (55) (55)
______________ _______________
Gross Profit (55) (55)
______________ _______________
Other Operating Expenses
General and administrative 4,939 30,055
______________ _______________
Total Operating Expenses 4,939 30,055
______________ _______________
Loss from Operations (4,994) (30,110)
Other Income (Expense)
Interest expense - (119)
Comprehensive other Gain/Loss - (225,966)
______________ _______________
Net Other Expenses (4,994) (226,085)
______________ _______________
Net Loss $ (4,994) $ (256,195)
============== ===============
Net Loss Per Common Share $ (.0001) $ (.0051)
============== ===============
Weighted Average Shares Outstanding 49,955,112 49,955,112
============== ===============
See accompanying summary of accounting policies, notes to financial statements.
4
ECOM ECOM.COM, INC.
STATEMENTS OF SHAREHOLDERS' DEFICIT
FROM MAY 31, 2004, THROUGH MAY 31, 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 - - - (291,121) (291,121)
---------- ------ --------- ----------- ----------
Balance,
May 31, 2006 49,955,112 4,995 6,569,537 (7,383,895) (809,363)
========== ====== ========= =========== ==========
Net Loss - - - (4,994) (4,994)
---------- ------ --------- ----------- ----------
Balance,
Aug. 31, 2006 49,955,112 $4,995 $6,569,537 $(7,388,889) $(814,357)
=========== ======= ========= =========== ==========
See accompanying summary of accounting policies, notes to financial statements.
5
eCOM eCOM.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
(Unaudited)
August 31, 2006 August 31, 2005
_______________ _______________
Cash Flows From Operating Activities
Cash received from customers $ 0 $ 0
Cash paid to suppliers and employees (1,583) (91,274)
Interest paid 0 (119)
_______________ _______________
Net Cash Flows Used in
Operating Activities (1,583) (91,393)
_______________ _______________
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 from note receivable 0 115,194
Proceeds of loans from stockholders 1,099 635
Repayment of loans to stockholders 0 0
Issuance of note receivable 0 0
_______________ _______________
Net Cash Flows Provided By
(Used In) Financing Activities 1,099 115,829
_______________ _______________
Net Increase/(Decrease) in Cash (484) 24,436
Cash and Cash Equivalents at
Beginning of Period 508 0
_______________ _______________
Cash and Cash Equivalents at
End of Period $ 24 $ 24,436
=============== ===============
Supplemental Disclosures
- ------------------------
Non-Cash transactions
Stock issued for payment of services 0 0
Stock issued for repayment of debt 0 0
See accompanying summary of accounting policies, notes to financial statements
6
eCOM eCOM.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
(Unaudited)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities:
August 31, 2006 August 31, 2005
_______________ _______________
Net Loss $ (4,994) $ (256,195)
Add items not requiring outlay of cash:
Depreciation and amortization 55 55
Write-off of related party receivable - 225,966
Cash was increased by:
Decrease in prepaid expenses 6 0
Increase in accounts payable 3,350 0
Cash was decreased by:
Increase in prepaid expenses - (58,119)
Decrease in accounts payable - (3,100)
_______________ _______________
Net Cash Flows Used In
Operating Activities $ (1,583) $ (91,393)
=============== ===============
See accompanying summary of accounting policies, notes to financial statements.
7
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
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 divisions 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 divisions, rather than involvement with
the multi-faceted eCom.
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:
"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."
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
8
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
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 out
the Stock certificates to the shareholders, and accordingly, the shares were
not issued as stated.
Since late June 2004, 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.
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
9
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
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. eCom also
ignored its responsibilities to its shareholders by not filing appropriate 8-
K's disclosing valid information concerning 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 eCom'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.
10
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
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 undisclosed liability cost American Capital 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 is a spin-
off 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 through 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 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.
11
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
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 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: eCom eCom.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 former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
process of restoring shareholder value is well underway, Mr. Richmond plans to
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 complete.
On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:
12
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE A - HISTORY & NATURE OF OPERATIONS (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 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 funding
will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. 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 June 1, 2005 through 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 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.
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
13
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
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 99.6.
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 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 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 -
On June 2, 2005, eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000002 stating:
14
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
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 99.6, 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 --
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 eComeCom.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.
On July 25, 2005, a third bankruptcy status conference 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
15
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE A - HISTORY & NATURE OF OPERATIONS (CONTINUED)
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.
On August 18, 2006 the 'Joint Plan of Reorganization of Debtor and American
Capital Holdings, Inc.' was filed with the United States Southern District
Bankruptcy Court.
On August 25, 2006 the accompanying 'Disclosure Statement for Joint Plan of
Reorganization of Debtor and American Capital Holdings, Inc.' was filed with the
U.S. Bankruptcy Court.
The plan, which is subject to Bankruptcy Court approval, calls for the issuance
of Thirty One Million Five Hundred Ninety Three Thousand Sixty Four (31,593,064)
Common Shares to the Creditors listed in Exhibit "A" of the Plan. It is the
intent of American Capital Holdings, Inc., if the Plan of Reorganization is
confirmed by the Bankruptcy Court, to distribute the Twenty Three Million Two
Hundred Eight Thousand Three Hundred Eight One (23,280,381) common shares as a
dividend to American Capital Holdings, Inc's shareholders. The proposed date
of record for this proposed stock dividend, which is subject to Bankruptcy Court
approval, will be five (5) business days subsequent to the Plan of
Reorganization's confirmation by the Bankruptcy Court.
The Company does not have any off-balance sheet arrangements.
Employees. The Company has no employees.
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.
Reclassification:
Certain reclassifications have been made to the prior years financial statements
in order for them to be in conformity with the current years presentations.
16
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2006 AND 2005
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
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 are amortized over the assets estimated useful life using the
straight-line method.
Inventories
Inventories are stated at the lower of cost or market using the first in
first out method.
NOTE C - INVENTORIES
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 paid its attorney a retainer of
$65,000 for representation as bankruptcy counsel. The remaining $21 is for
domain name registrations.
17
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
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 August 31, 2006 and 2005:
August 31, 2006 August 31, 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 102,982 102,762
--------- ---------
Net Property and Equipment $ 55 $ 275
========= =========
Depreciation expense included in the cost
of sales for the years ended are: $ 55 $ 55
========= =========
The book value of the Computer hardware, computer software, furniture, and Tools
and dies distributed to the spin-off companies on June 4, 2004 was $40,999.
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
The following table represents the intangible assets distributed to the spin-off
companies on June 4, 2004:
Value of Asset
Intangible Asset - description Distributed at 6/4/04
- ------------------------------------------------------------ ---------------
In February 1999, the Company acquired the website, $ 0
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 0
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.
18
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE F - INTANGIBLE ASSETS - (CONTINUED)
On July 1, 2002, the Company acquired the licensing rights 33,750
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 20,250
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 Company on June 4, 2004.
On September 18, 2002, the Company issued 25,000 shares of stock 1,125
as an initial payment towards the purchase of FotoCrazy software.
This initial deposit was recorded at $1,125. This asset was
distributed to eSecureSoft Company on June 4, 2004.
-----------
The book value of the intangible assets distributed to the
subsidiaries that were spun off on June 4, 2004. $55,125
===========
NOTE G - OTHER ASSETS
There are no remaining other assets, other assets consisted primarily of
security deposits on the lease of office facilities and utility deposits.
NOTE H - LONG-TERM DEBT
Long-term debt at August 31, 2006 and 2005 consisted of:
August 31, 2006 August 31, 2005
------------ ------------
Loans from stockholders and affiliated companies:
The loans are due on demand. 686,655 675,219
---------- ----------
Total Long-Term Debt 686,655 675,219
Less Current Portion (686,655) (675,219)
---------- ----------
Net Long-term Debt $ 0 $ 0
========== ==========
The long-term loans payable mature as follows:
August 31, 2006 and 2005 686,655 675,219
---------- ----------
$ 686,655 $ 675,219
========== ==========
19
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
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 that were spun off were reversed from the Company's
Consolidated Accumulated (Deficit) figure at May 31, 2005 in the amount of
$177,925.
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 prior years financial statements
in order for them to be in conformity with the current years presentation.
The Accumulated Comprehensive Gain in the amount of $87,382 reflected in the
Stockholders' Equity section in the May 31, 2005 balance sheet has been restated
and combined with the Retained Deficit. The Comprehensive Gains were eliminated
at May 31, 2004. The 2005 Retained Deficit decreased to $7,092,774.
NOTE K - COST OF SALES
Included in the cost of sales are the following:
August 31, 2006 August 31, 2005
------------ ------------
Depreciation 55 55
------------ ------------
Total $ 55 $ 55
============ ============
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 three months ending August 31, 2006 and 2005.
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
20
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE L - COMMITMENTS AND CONTINGENCIES - (CONTINUED)
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 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, 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 August 31, 2006 and August 31, 2005 is
$395,640 and $395,482.
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 August 31,
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
August 31, 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 on July 25, 2005.
NOTE N - BUSINESS SEGMENTS
As of August 31, 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.
21
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
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 $814,000 at
August 31, 2006 and by approximately $775,000 at August 31, 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
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
August 31, 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 August 31, 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 August 31, 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.
22
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
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.
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 $25. The impact of adopting SFAS Nos. 141 and 142 will not
23
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2006 AND 2005
NOTE P - RECENT ACCOUNTING PRONOUNCEMENTS - (CONTINUED)
cause a material change in the Company's consolidated financial statements as
of the date of this report.
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 three-month periods ended August 31, 2006 and 2005
and the Form 10-KSB for the fiscal year ended May 31, 2006.
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. 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:
24
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
25
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.
26
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 funding
will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. 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 June 1, 2005 through 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 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.
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.
27
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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.
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
inthe 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:
28
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
Debtor-in-Possession's Motion for Authorization to: (I) Provide Electronic
Service Upon Equity Security Holders and (II) Utilize Executive Mail Service
forPurposes 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.
During April 2006, the petitioning creditors of eCom eCom.com; Barney A.
Richmond, Richard C. Turner, and American Capital Holdings, Inc. retained the
law firm of Schiff Hardin LLP of Atlanta GA and Chicago IL. The firm of Schiff
Hardin, was retained to assist with United States Securities & Exchange
Commission ("SEC") related matters, their legal representation is at no cost to
eCom. During June 2006 Schiff Hardin prepared a final joint plan of
reorganization which has been reviewed by the "SEC". Personnel at the SEC
Atlanta Regional offices have completed their suggestions to the plan. Schiff
Harding together with the debtor's attorney Kluger, Peretz, Kalplan, Berlin, are
currently finalizing the plan. The joint plan of reorganization will be
submitted to the United States Bankruptcy Court as soon as it is finalized.
On May 3, 2006 the United States Trustee entered a 'Motion of U.S. Trustee to
Dismiss Case or Convert to a Case Under Chapter 7'. On June 13, 2006 Schiff
Hardin sent a letter, at the request of Mr. Gordon Robinson, Esq. of the SEC to
Ms. Denyse Heffner of the U.S. Trustee's office to request postponing this June
19, 2006 hearing. A copy of this letter was appended as Exhibit No. 1 on the
May 2006 Debtor's Monthly Financial Report filed with the court on June 16,
2006. On June 15, 2006 the United States Trustee's office filed a Motion with
the United States Bankruptcy Court which is titled "AGREED UNITED STATES
TRUSTEE'S EX PARTE MOTION FOR CONTINUANCE OF HEARING". A copy of this Motion
was appended as Exhibit No. 2 on the May 2006 Debtor's Monthly Financial Report
filed with the court on June 16, 2006. Petitioning creditor, American Capital
Holdings, Inc. has agreed to pay the United States Trustee any incurred fees.
On July 7, 2006 the court ordered that the hearing to consider the US Trustee's
Motion to Convert or Dismiss Case has been rescheduled for August 28, 2006 at
4:00 p.m.On October
The "Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc."
was filed on August 18, 2006 was attached as exhibit 99.4 on the eCom eCom.com
May 31, 2006 Form 10-KSB filed on August 29, 2006.
The "Disclosure Statement for Joint Plan of Reorganization of Debtor and
American Capital Holdings, Inc." was filed on August 25, 2006 was attached as
exhibit 99.5 on the eCom eCom.com May 31, 2006 Form 10-KSB.
On August 31, 2006 the Honorable Judge Steven H. Friedman signed orders:
1: Setting hearing to consider approval of Disclosure Statement
2: Setting deadline for filing objections to Disclosure Statement
3: Directing plan proponents to serve notice
The hearing will be held on October 30, 2006 at 2:00 pm at the United States
Bankruptcy Court, Southern District of Florida, West Palm Beach Division.
29
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
Also on October 30, 2006, there will be a hearing to consider the Motion to
Convert this Chapter 11 Case to Chapter 7, and the Motion to Dismiss Case Filed
by the U.S. Trustee.
On August 22, 2006 eCom filed a Form 8-K with the SEC (Accession Number
0001000459-06-000003) stating that the 'Joint Plan of Reorganization of Debtor
and American Capital Holdings, Inc.' was filed with the United States Southern
District Bankruptcy Court.
On August 25, 2006 eCom filed a Form 8-K with the SEC (Accession Number
0001000459-06-000004) stating that the 'Disclosure Statement for Joint Plan of
Reorganization of Debtor and American Capital Holdings, Inc.' was filed with the
United States Southern District Bankruptcy Court.
Comparison of Results of Operations - Three Months Ended August 31, 2006 vs.
Three Months Ended August 31, 2005.
Revenue for the three months ended August 31, 2006 and 2005 was $0.
Depreciation expense, recorded in cost of sales was $55 for the three months
ended August 31, 2006 and 2005.
Total operating expenses for the three months ended August 31, 2006 was $4,939
compared to $30,055 for the three months ended August 31, 2005.
The operations for the three months ended August 31, 2006 resulted in a net loss
of $4,994 versus a net loss of $30,110 recorded in the three months ended August
31, 2005.
The comprehensive loss incurred during the three months ended August 31, 2005 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 August 31, 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 August
31, 2006.
Liquidity and Capital Resources
As of August 31, 2006, current assets totaled $66,324 compared to $98,760 at
August 31, 2005. Prepaid Expenses decreased from $73,045 at August 31, 2005 to
$65,021 at August 31, 2006. Cash decreased from $24,436 at August 31, 2005 to
$24 at August 31, 2006.
30
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 $1,583 and $91,393 for the three
months ended August 31, 2006 and 2005 respectively.
Financing activities provided net cash of $115,829 during the three month
period ending August 31, 2005 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.
31
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
ITEM 5. Other Events.
None
32
ECOM ECOM.COM, INC.
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 34
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO on page 35
Exhibit 32 Certification of CEO and CFO Pursuant to
Section 906 of the Sarbanes-Oxley Act on page 36
(b) Reports on Form 8-K:
Form 8-K filed August 22, 2006
accession number 0001000459-06-000003 stating:
On August 18, 2006 the 'Joint Plan of Reorganization of
Debtor and American Capital Holdings, Inc.' was filed with
the United States Southern District Bankruptcy Court.
Form 8-K filed August 25, 2006
accession number 0001000459-06-000004 stating:
On August 25, 2006 the 'Disclosure Statement for Joint Plan
of Reorganization of Debtor and American Capital Holdings,
Inc.' was filed with the U.S. Bankruptcy Court.
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.
October 20, 2006 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
October 20, 2006 By: /s/ Richard C. Turner
Richard C. Turner,
Chief Financial Officer
33
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.
(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: October 20, 2006
/s/ Barney A. Richmond
- --------------------------
Barney A. Richmond
Chief Executive Officer
34
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;
(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: October 20, 2006
/s/ Richard C. Turner
- ---------------------------
Richard C. Turner
Chief Financial Officer
35
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 August 31,
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
(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
October 20, 2006
/s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
October 20, 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.
36