SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 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
- -----------------------------------------------------------------------------
(Address of principal executive offices)
(561) 207-6395
- -----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ X ] No [ ]
As of November 30, 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 November 30, 2006
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Independent Accountant's Report 3
Balance Sheets:
November 30, 2006 and 2005 (Unaudited) 4
Statements of Operations:
Six Months Ended November 30, 2006 and
2005 (Unaudited) 5
Statements of Operations:
Three Months Ended November 30, 2006 and
2005 (Unaudited) 6
Statements of Shareholders' Deficit:
From May 31, 2005 through November 30, 2006 (Unaudited) 7
Statements of Cash Flows:
Three Months Ended November 30, 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 26
PART II OTHER INFORMATION
ITEMS 1-6 27
SIGNATURES AND CERTIFICATIONS 28
Exhibit 31.1 Certification required under Section 302 of 29
the Sarbanes-Oxley Act of 2002 by the CE0
Exhibit 31.2 Certification required under Section 302 of 30
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 31
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.
We have reviewed the accompanying Balance Sheets of eCom eCom.com, Inc. as of
November 30, 2006 and 2005, and the related statements of operations, for the
six month periods ended November 30, 2006 and 2005, the statement of
stockholders' deficit from May 31, 2005 through November 30, 2006, and the
statement of cash flows for the six month periods ended November 30, 2006 and
2005. These financial statements are the responsibility of the company's
management.
We conducted our review in accordance with standards established by 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 financial statements for them to be in
conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company's current liabilities exceed the current
assets by $818,964 and the Company has incurred net operating losses since
inception. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are
described in the notes. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Wieseneck, Andres & Company, P.A.
North Palm Beach, FL
January 16, 2007
3
eCOM eCOM.COM, INC
BALANCE SHEETS (Unaudited)
Nov. 30, 2006 Nov. 30, 2005
ASSETS --------------- --------------
Current Assets
Cash and cash equivalents $ 1,990 $ 6,838
Due from affiliated companies 823 1,280
Prepaid expenses 65,016 68,039
------------ ------------
Total Current Assets 67,829 76,157
------------ ------------
Property and Equipment, net - 220
------------ ------------
Total Assets $ 67,829 $ 76,377
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities Not Subject to Compromise
Postpetition trade accounts payable $ 5,870 $ 0
Postpetition current liabilities 146,193 140,614
Accrued postpetition expenses 11,200 11,200
------------ ------------
Total Liabilities Not Subject to Compromise 163,263 151,814
Liabilities Subject to Compromise
Prepetition trade accounts payable 105,738 104,444
Prepetition accrued expenses 44,000 44,000
Current portion of long-term debt 545,983 534,754
Prepetition interest accrued 27,809 27,829
------------ ------------
Total Liabilities Subject to Compromise 723,530 711,027
------------ ------------
Total Current Liabilities 886,793 862,841
Notes Payable, Net of Current Portion - -
------------ ------------
Total Liabilities 886,793 862,841
------------ ------------
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 (7,393,496) (7,360,996)
------------ ------------
Total Stockholders' Deficit (818,964) (786,464)
------------ ------------
Total Liabilities and Stockholders' Equity $ 67,829 $ 76,377
============ ============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
ECOM ECOM.COM, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Six Months Ended
Nov. 30, 2006 Nov. 30, 2005
______________ _______________
Revenues
Net Sales $ - $ -
Cost of Sales (110) (110)
______________ _______________
Gross Profit (110) 110
______________ _______________
Other Operating Expenses
General and administrative 9,481 42,027
Interest expense 10 119
______________ _______________
Total Operating Expenses 9,491 42,146
______________ _______________
Loss from Operations (9,601) (42,256)
Other Income (Expense)
Write off of Related Party
Notes Receivable - (225,966)
______________ _______________
Total Other Expenses (-) (225,966)
______________ _______________
Net Loss $ (9,601) $ (268,222)
============== ===============
Net Loss Per Common Share $ (.000) (.005)
============== ===============
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
(Unaudited)
For the Three Months Ended
Nov. 30, 2006 Nov. 30, 2005
______________ _______________
Revenues
Net Sales $ 0 $ 0
Cost of Sales (55) (55)
______________ _______________
Gross Profit (55) (55)
______________ _______________
Other Operating Expenses
General and administrative 4,542 11,972
Interest expense 10 -
______________ _______________
Total Operating Expenses 4,552 11,972
______________ _______________
Loss from Operations (4,607) (12,027)
______________ _______________
Net Loss $ (4,607) $ (12,027)
============== ===============
Net Loss Per Common Share $ (.0001) $ (.0002)
============== ===============
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.
STATEMENTS OF SHAREHOLDERS' DEFICIT
FROM MAY 31, 2005 THROUGH NOVEMBER 30, 2006
(Unaudited)
---------- Common Stock -----------
Number At Add'l Total
of Par Paid In Accumulated Stockholder
Shares Value Capital (Deficit) (Deficit)
---------- ------ ------- ------------ -----------
Balance,
May 31, 2005 49,955,112 $4,995 $6,569,537 $(7,092,774) $ (518,242)
Net Loss 12 months - - - (291,121) (291,121)
---------- ------ --------- ----------- ----------
Balance,
May 31, 2006 49,955,112 4,995 6,569,537 (7,383,895) (809,363)
Net Loss 6 months - - - (9,601) (9,601)
---------- ------ --------- ----------- ----------
Balance,
Nov. 30, 2006 49,955,112 $4,995 $6,569,537 $(7,393,496) $ (818,964)
=========== ======= ========= =========== ==========
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 SIX MONTHS ENDED NOVEMBER 30, 2006 AND 2005
(Unaudited)
November 30, 2006 November 30, 2005
_______________ _______________
Cash Flows From Operating Activities
Cash received from customers $ 457 $ 0
Cash paid to suppliers and employees (5,574) (109,020)
Interest paid 0 (119)
_______________ _______________
Net Cash Flows Used in
Operating Activities (5,117) (109,139)
_______________ _______________
Cash Flows From Investing Activities (0) (0)
_______________ _______________
Cash Flows From Financing Activities
Proceeds of loans from stockholders 6,599 115,977
_______________ _______________
Net Increase/(Decrease) in Cash 1,482 6,838
Cash and Cash Equivalents at
Beginning of Period 508 0
_______________ _______________
Cash and Cash Equivalents at
End of Period $ 1,990 $ 6,838
=============== ===============
Supplemental Disclosures
- ------------------------
Non-Cash transactions
Stock issued for payment of services 0 0
Stock issued for repayment of debt 0 0
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 SIX MONTHS ENDED NOVEMBER 30, 2006 AND 2005
(Unaudited)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities:
Nov. 30, 2006 Nov. 30, 2005
_______________ _______________
Net Loss $ (9,601) $ (268,222)
Add items not requiring outlay of cash:
Depreciation 110 110
Write-off of related party receivable - 225,966
Cash was increased by:
Decrease in accounts receivable 457
Decrease in prepaid expenses 11 0
Increase in accounts payable 3,906 0
Cash was decreased by:
Increase in prepaid expenses - (53,113)
Decrease in accounts payable - (13,880)
_______________ _______________
Net Cash Flows Used In
Operating Activities $ (5,117) $ (109,139)
=============== ===============
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)
A detailed history is available on eCom eCom.com's 10K-SB filing at May 31,
2006.
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.
On December 28, 2006 the First Amended Joint Plan of Reorganization of Debtor
and American Capital Holdings, Inc.' and First Amended Disclosure Statement for
First Amended Joint Plan of Reorganization of Debtor and American Capital
Holdings, Inc.' were filed with the Unites States Bankruptcy Court, Southern
District of Florida, West Palm Beach Division, see exhibits 99.1 and 99.2.
The plan, which is subject to Bankruptcy Court approval, calls for the issuance
of Thirty One Million Five Hundred Ninety Three Thousand Sixty Four (39,093,064)
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 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.
11
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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 - 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 $16 is for
domain name registrations.
12
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE D - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment recorded in the
financial statements at cost less depreciation as of Nov. 30, 2006 and 2005:
November 30, 2006 November 30, 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 103,037 102,817
--------- ---------
Net Property and Equipment $ - $ 220
========= =========
Depreciation expense included in the cost
of sales for the years ended are: $ 110 $ 110
========= =========
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 E - 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 F - LONG-TERM DEBT
Long-term debt at November 30, 2006 and 2005 consisted of:
November 30, 2006 November 30, 2005
------------ ------------
Loans from stockholders and affiliated companies:
The loans are due on demand. $ 692,176 $ 675,378
---------- ----------
Total Long-Term Debt 692,176 675,378
Less Current Portion (692,176) (675,378)
---------- ----------
Net Long-term Debt $ 0 $ 0
========== ==========
The long-term loans payable mature as follows:
November 30, 2006 and 2005 692,176 675,378
---------- ----------
$ 692,176 $ 675,378
========== ==========
13
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE G - 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 was restated and
combined with the Retained Deficit. The Comprehensive Gains were eliminated at
May 31, 2005. The 2005 Retained Deficit decreased to $7,092,774.
NOTE H - COST OF SALES
Included in the cost of sales are the following:
November 30, 2006 November 30, 2005
-------------- --------------
Depreciation 110 110
-------------- --------------
Total $ 110 $ 110
============== ==============
Shipping income $ 0 $ 0
============== ==============
NOTE I - 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 six months ending November 30, 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
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 J - 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.
14
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE J - RELATED PARTY TRANSACTIONS - (CONTINUED)
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 November 30, 2006 and November 30, 2005 is
$395,640 and $395,640.
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
November 30, 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. During the quarter ending November 30, 2006, American
Capital Holdings advanced an additional $5,500.
NOTE K - BUSINESS SEGMENTS
As of November 30, 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 L - 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 $819,000 at
November 30, 2006 and by approximately $787,000 at November 30, 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 M - 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:
15
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE M - INCOME TAXES - (CONTINUED)
November 30, 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 November 30, 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 November 30, 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 N - EFFECTS OF INFLATION
To date, inflation has not had a material impact on the Company's
financial results.
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity, and is effective for financial
instruments entered into after May 31, 2003. This Statement establishes
standards for how an issuer classifies and measures in its statement of
financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability because that financial
instrument embodies an obligation of the issuer.
Statement of Financial Accounting Standards No. 151, Inventory Costs, is an
amendment of ARB No. 43, Chapter 4 and is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. This statement amends ARB
43, Chapter 4, to clarify that abnormal amounts of idle facility expense,
freight, handling costs, and wasted materials (spoilage) should be recognized as
current-period charges. In addition, this Statement requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities.
16
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS - (CONTINUED)
Statement of Financial Accounting Standards No. 152, Accounting for Real Estate
Time-Sharing Transactions, is an amendment of FASB Statements No. 66 and 67.
Statement of Financial Accounting Standards No. 153, Exchanges of Nonmonetary
Assets, was issued in December 2004. The guidance in APB No. 29, Accounting for
Nonmonetary Transactions, is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions
to that principle. This Statement amends Opinion 29 to eliminate the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange.
Statement of Financial Accounting Standards No. 154, Accounting Changes and
Error Corrections, was issued in May 2005. This Statement requires
retrospective application to prior periods' financial statements of changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. When it is
impracticable to determine the period-specific effects of an accounting change
on one or more individual prior periods presented, this Statement requires that
the new accounting principle be applied to the balances of assets and
liabilities as of the beginning of the earliest period for which retrospective
application is practicable and that a corresponding adjustment be made to the
opening balance of retained earnings (or other appropriate components of equity
or net assets in the statement of financial position) for that period rather
than being reported in an income statement. When it is impracticable to
determine the cumulative effect of applying a change in accounting principle to
all prior periods, this Statement requires that the new accounting principle be
applied as if it were adopted prospectively from the earliest date practicable.
This Statement requires that retrospective application of a change in accounting
principle be limited to the direct effects of the change. Indirect effects of a
change in accounting principle, such as a change in nondiscretionary
profit-sharing payments resulting from an accounting change, should be
recognized in the period of the accounting change. This Statement also requires
that a change in depreciation, amortization, or depletion method for long-lived,
nonfinancial assets be accounted for as a change in accounting estimate by a
change in accounting principle. This Statement carries forward without change
the guidance contained in Opinion 20 for reporting the correction of an error in
previously issued financial statements and a change in accounting estimate.
This Statement also carries forward the guidance in Opinion 20 requiring
justification of a change in accounting principle on the basis of preferability.
Statement of Financial Accounting Standards No. 155, Accounting for Certain
Hybrid Financial Instruments, was issued in February 2006. This Statement
permits fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation;
17
ECOM ECOM.COM, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS - (CONTINUED)
clarifies which interest-only strips and principle-only strips are not subject
to the requirements of Statement 133; establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation; clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives, and
amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument.
Statement of Financial Accounting Standards No. 156, Accounting for Servicing of
Financial Assets, was issued in March 2006. This Statement requires an entity
to recognize a servicing asset, a contract to service financial assets under
which the estimated future revenues from contractually specified servicing fees,
late charges, and other ancillary revenues are expected to more than adequately
compensate the servicer for performing the servicing, or servicing liability, a
contract to service financial assets under which the estimated future revenues
from contractually specified servicing fees, late charges, and other ancillary
revenues are not expected to adequately compensate the servicer for performing
the servicing, each time it undertakes an obligation to service a financial
asset by entering into a servicing contract.
SFAS No's. 150, 151, 152, 153, 154, 155 and 156 were adopted by the company and
did not have a material effect on the Company's financial position or results of
operations.
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.
18
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the accompanying
financial statements for the six-month periods ended November 30, 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:
"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
19
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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.
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
20
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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.
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
21
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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 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
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
22
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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:
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
23
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
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.
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 December 28, 2006 the First Amended Joint Plan of Reorganization of Debtor
and American Capital Holdings, Inc.' and First Amended Disclosure Statement for
First Amended Joint Plan of Reorganization of Debtor and American Capital
Holdings, Inc.' were filed with the Unites States Bankruptcy Court, Southern
District of Florida, West Palm Beach Division. These two documents are attached
to this filing as exhibits 99.1 and 99.2.
The plan, which is subject to Bankruptcy Court approval, calls for the issuance
of Thirty One Million Five Hundred Ninety Three Thousand Sixty Four (39,093,064)
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 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.
24
ECOM ECOM.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED)
Comparison of Results of Operations - Six Months Ended November 30, 2006 vs. Six
Months Ended November 30, 2005.
Revenue for the six months ended November 30, 2006 and 2005 was $0.
Depreciation expense, recorded in cost of sales was $110 for the six months
ended November 30, 2006 and 2005.
Total operating expenses for the six months ended November 30, 2006 was $9,491
compared to $42,146 for the six months ended November 30, 2005.
The operations for the six months ended November 30, 2006 resulted in a net loss
of $9,601 versus a net loss of $42,256 recorded in the six months ended November
30, 2005.
The comprehensive loss incurred during the six months ended November 30, 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 November 30, 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 November
30, 2006.
Liquidity and Capital Resources
As of November 30, 2006, current assets totaled $67,829 compared to $76,157 at
November 30, 2005. Prepaid Expenses decreased from $68,039 at November 30, 2005
to $65,021 at November 30, 2006. Cash decreased from $6,838 at November 30,
2005 to $1,990 at November 30, 2006.
Net cash used in operating activities was $5,117 and $109,139 for the six months
ended November 30, 2006 and 2005 respectively.
Financing activities provided net cash of $115,829 during the prior year six
year period 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.
25
ECOM ECOM.COM, INC.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of the Company's Disclosure Controls and Internal Controls:
Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures'("Disclosure Controls"). This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"). As a result of this review, the Company
adopted guidelines concerning disclosure controls and the establishment of a
disclosure control committee made up of senior management.
Limitations on the Effectiveness of Controls:
The Company's management, including the CEO and CFO, does not expect that its
Disclosure Controls or its 'internal controls and procedures for financial
reporting' ("Internal Controls")will prevent all error and all fraud. A control
system, no matter how well conceived and managed, can provide only reasonable
assurance that the objectives of the control system are met. The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
Conclusions:
Based upon the Controls Evaluation, the CEO and CFO have concluded that, subject
to the limitations noted above, the Disclosure Controls are effective to timely
alert management to material information relating to the Company during the
period when its periodic reports are being prepared.
In accordance with SEC requirements, the CEO and CFO note that, since the date
of the Controls Evaluation to the date of this Quarterly Report, there have been
no significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
26
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
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
Exhibit 99.1 First Amended Joint Plan of Reorganization of Debtor
and American Capital Holdings, Inc. with exhibits.
Exhibit 99.2 First Amended Disclosure Statement for First Amended
Joint Plan of Reorganization of Debtor and
American Capital Holdings, Inc. with exhibits.
27
ECOM ECOM.COM, INC.
(b) Reports on Form 8-K:
Form 8-K filed November 30, 2006
accession number 0001000459-06-000009 stating:
A former subsidiary of eCom eCom.com, Inc. formerly known as Pro Card
Corporation, now renamed Green Energy Group, Inc. issued a Form 8K
with the Securities and Exchange Commission on November 30, 2006.
Green Energy's 8K announced that on November 22, 2006, Green Energy
Group, Inc. has entered into a Purchase Agreement with Tri-States
Petroleum Products, LLC.
Green Energy's web site can be viewed at www.thegreenenergygroup.com.
eCom's web site can be viewed at www.ecomecom.net. For additional
information please contact Jeff Berkowitz, Investor Relations, at
561-348-0524.
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.
January 16, 2007 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
January 16, 2007 By: /s/ Richard C. Turner
Richard C. Turner,
Chief Financial Officer
28
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: January 16, 2007
/s/ Barney A. Richmond
- --------------------------
Barney A. Richmond
Chief Executive Officer
29
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: January 16, 2007
/s/ Richard C. Turner
- ---------------------------
Richard C. Turner
Chief Financial Officer
30
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
January 16, 2007
/s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
January 16, 2007
[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.
31