U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-9071
eCom.com, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 74-2026624
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
3900 Birch Street, Suite 113, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (877) 613-3131
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes X No .
As of December 31, 2001, the Registrant had 57,459,071 shares
of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET AS OF DECEMBER 31, 2001 3
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2001 AND DECEMBER 31, 2000 4
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2001 AND DECEMBER 31, 2000 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. PLAN OF OPERATION 7
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURE 13
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
eCom.com, Inc.
BALANCE SHEET
DECEMBER 31, 2001
(Unaudited)
ASSETS
Current Assets:
Cash $ 0
Total Current Assets 0
Fixed Assets
Equipment 534,886
Less Accumulated Depreciation ( 534,886)
Net Fixed Assets 0
Other Assets
eSearchB2B Web Crawler 416,666
Rights = Title, net of amortization 1
Total Other Assets 416,667
Total Assets $ 416,667
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 9,787
Long-Term Liabilities
Debenture Payable, Bearer 88,600
Shareholders' Equity:
Common Stock , $0.001 par value
190,000,000 common shares authorized,
57,459,071 issued and outstanding 4,770,479
Preferred Stock - 10,000,000 authorized, none issued 0
Paid-In-Capital (in excess of par value) 23,781,369
Accumulated Deficit (28,233,568)
Shareholders' Equity 318,280
Total Liabilities & Shareholders' Equity $ 416,667
The accompanying notes are an integral part of these financial statements
eCom.com, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
For The Three Months Ended
December 31, 2001 December 31, 2000
Revenue $ 0 $ 0
General and Administrative Expenses:
Legal Fees 7,500 0
Auto Expenses 3,000 3,000
Consulting Fees 15,900 50,000
Rent Expense 12,600 12,600
Telephone Expense 9,000 9,000
Travel and Promotions 45,000 45,000
Amortization Expense 416,667 0
Management Fees 25,000 0
Total General and Administrative Expenses 534,667 119,600
Other (Income) Expenses
Interest Expense 8,046 20,104
Total Other (Income) Expenses 8,046 20,104
Net Income (Loss) $ (542,713) $ (139,704)
Basic and Diluted
Earnings (loss) Per Share $ (0.01) $ (0.01)
Weighted Average Shares
Outstanding 48,825,743 34,204,330
The accompanying notes are an integral part of these financial statements
eCom.com, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
For The Three Months Ended
December 31, 2001 December 31, 2000
Cash Flows From Operating Activities:
Net Loss for the period $ (542,713) $ (139,704)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization 416,667 0
Increase (Decrease) in accounts payable 7,500 0
Net cash used by operations (118,546) (139,704)
Cash Flows From Investing Activities: 0 0
Cash Flows From Financing Activities:
Increase (decrease) in debenture payable (97,354) (160,795)
Issuance of common stock 215,900 50,000
Net cash used in financing (118,546) (110,795)
Net Increase (Decrease) in Cash 0 (250,499)
Beginning Cash Balance 0 250,499
Ending Cash Balance 0 0
The accompanying notes are an integral part of these financial statements
eCom.com, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared
in accordance with U.S. Securities and Exchange Commission ("SEC")
requirements for interim financial statements. Therefore, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
financial statements should be read in conjunction with the year ended
September 30, 2001 financial statements of eCom.com, Inc. ("Registrant")
included in the Form 10-KSB filed with the SEC by the Registrant.
The results of operations for the interim periods shown in this report
are not necessarily indicative of results to be expected for the full
year. In the opinion of management, the information contained herein
reflects all adjustments necessary to make the results of operations
for the interim periods a fair statement of such operation. All such
adjustments are of a normal recurring nature.
NOTE 2 RELATED PARTY TRANSACTIONS
Due to related parties at December 31, 2001 consist of the following:
Advances payable to an entity controlled by a
major shareholder of the Registrant represent
advances, secured with floating debenture and due on demand $578,570
Total due to related parties $578,570
ITEM 2. PLAN OF OPERATION.
The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained
elsewhere in this report.
Twelve-Month Plan of Operation.
The Registrant is continuing to expand its entry into "not-for-
profit" fund raising using "1-900" "pay-per-call" telephone numbers as
outlined in the Registrant=s business plan in its Form 10-KSB. With
campaign finance reform a central issue in the Congress, the
Registrant is negotiating agreements for the use of the Registrant's
two political "1-900" fund raising numbers: 1-900-DEMOCRAT and 1-900-
REPUBLICAN. These numbers could raise hundreds of millions of dollars
for both the Democratic and Republican parties. To assist in the
development process, the Registrant has retained the services of
Benjamin Cohen to attempt to procure a contract with the Democratic
National Committee for the exclusive use by the DNC of the "pay-per-
call" telephone number 1 900 "DEMOCRAT" (see Exhibit 10.2 to this Form
10-QSB; (although this agreement was executed in July 2000, it was
finalized by the initial payment of shares of common stock, pursuant
to a Form S-8, to Mr. Cohen in December 2000)).
To develop cash flow from the "1-900" concept, the Registrant
will continue to rely on JRM Financial Services, Inc. to finance the
Registrant's ongoing overhead under the terms of the bearer debenture
it holds until fund raising contracts have been signed (see notes to
September 30, 2001 audit as filed and as part of the September 30,
2001 Form 10-KSB). The Registrant has sufficient cash funds to
maintain operations for the next twelve months.
The Registrant's internet timeshare web sites
"timeshareonlinerealty.com" and "timeshareunitsales.com" are still in
the development stage. Once the sites are completed, the Registrant
will actively solicit registration of timeshare properties from around
the world to list for sale through these web sites using the
Registrant's new browser "esearchb2b.com."
The Registrant has previously acquired proprietary software for
an Internet Meta Crawler, "eSearchB2B." This web search engine
searches other search engines for users input. Revenues sources from
this web search engine are projected to start in 2002 from this acquisition.
The Registrant continues in its efforts to finance the Paraguayan
hydrocarbon concessions. During 2000 and early 2001, the increase in
the world price of oil and gas has led to an increase in interest in
hydrocarbon exploration and development (although there have been
recent declines in the price). Activity in this field has
historically been cyclical and the Registrant considers that this has
already been taken into account.
Capital Expenditures.
There were no material capital expenditures during the quarter
ended December 31, 2001.
Risk Factors Connected with Plan of Operation.
(a) Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.
The Registrant has had limited prior operations to date. Since
the Registrant's principal activities to date have been limited to
organizational activities, research and development, and prospect
development, it has no record of any revenue-producing operations.
Consequently, there is only a limited operating history upon which to
base an assumption that the Registrant will be able to achieve its
business plans. In addition, the Registrant has only limited assets.
As a result, there can be no assurance that the Registrant will
generate significant revenues in the future; and there can be no
assurance that the Registrant will operate at a profitable level. If
the Registrant is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Registrant's business
will not succeed. Accordingly, the Registrant's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered in connection with the establishment of a new business.
The Registrant has incurred losses from operations: $424,431 for
the fiscal year ended September 30, 2000, $1,925,204 for the fiscal
year ended September 30, 2001, and $542,713 for the three months
ended December 31, 2001. At December 31, 2001, the Registrant had an
accumulated deficit of $28,233,568. This raises substantial doubt
about the Registrant's ability to continue as a going concern.
As a result of the fixed nature of many of the Registrant's
expenses, the Registrant may be unable to adjust spending in a timely
manner to compensate for any unexpected delays in the development and
marketing of the Registrant's products or any capital raising or
revenue shortfall. Any such delays or shortfalls will have an
immediate adverse impact on the Registrant's operations and financial
condition.
(b) Need for Additional Financing May Affect Operations and Plan of
Business.
The working capital requirements associated with the plan of
business of the Registrant will continue to be significant. The
Registrant anticipates, based on currently proposed assumptions
relating to its operations (including with respect to costs and
expenditures and projected cash flow from operations), that it can
generate sufficient financing through a floating debenture with JRM
Financial Services, Inc. (formerly held by Xanthos Management
Corporation) to continue its operations for an indefinite period at
the current level without requiring additional financing. The
Registrant does not anticipate, at the present time, needing to raise
any additional capital in the next twelve months to implement its
sales and marketing strategy and grow. In the event that the
Registrant's plans change or its assumptions change (due to
unanticipated expenses, technical difficulties, or otherwise), the
Registrant would be required to seek additional financing sooner than
currently anticipated or may be required to significantly curtail or
cease its operations.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
might seek to compensate providers of services by issuance of stock in
lieu of cash.
If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition. In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.
(c) Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Registrant.
The Registrant's success is dependent upon the hiring of key
administrative personnel. None of the Registrant's officers,
directors, and key employees have an employment agreement with the
Registrant; therefore, there can be no assurance that these personnel
will remain employed by the Registrant after the termination of such
agreements. Should any of these individuals cease to be affiliated
with the Registrant for any reason before qualified replacements could
be found, there could be material adverse effects on the Registrant=s
business and prospects. In addition, management has no experience is
managing companies in the same business as the Registrant.
In addition, all decisions with respect to the management of
the Registrant will be made exclusively by the officers and directors
of the Registrant. Shareholders of the Registrant will only have
rights associated with such ownership to make decision which effect
the Registrant. The success of the Registrant, to a large extent,
will depend on the quality of the directors and officers of the
Registrant. Accordingly, no person should invest in the shares unless
he is willing to entrust all aspects of the management of the
Registrant to the officers and directors.
(d) Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by Registrant.
The Registrant's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Registrant for monetary damages arising from a breach
of their fiduciary duties as directors. The Bylaws of the Registrant
include provisions to the effect that the Registrant may, to the
maximum extent permitted from time to time under applicable law,
indemnify any director, officer, or employee to the extent that such
indemnification and advancement of expense is permitted under such
law, as it may from time to time be in effect. Any limitation on the
liability of any director, or indemnification of directors, officer,
or employees, could result in substantial expenditures being made by
the Registrant in covering any liability of such persons or in
indemnifying them.
(e) Potential Conflicts of Interest May Affect Ability of Officers
and Directors to Make Decisions in the Best Interests of Registrant.
The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
which may not be susceptible to resolution. All of the potential
conflicts of interest will be resolved only through exercise by the
directors of such judgment as is consistent with their fiduciary
duties to the Registrant. It is the intention of management, so as to
minimize any potential conflicts of interest, to present first to the
board of directors to the Registrant, any proposed investments for its
evaluation.
(f) Other External Factors May Affect Viability of Registrant.
The industry of the Registrant in general is a speculative
venture necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Registrant will
result in a commercially profitable business. The marketability of
its products will be affected by numerous factors beyond the control
of the Registrant. These factors include market fluctuations, and the
general state of the economy (including the rate of inflation, and
local economic conditions), which can affect companies' spending.
Factors which leave less money in the hands of potential customers of
the Registrant will likely have an adverse effect on the Registrant.
The exact effect of these factors cannot be accurately predicted, but
the combination of these factors may result in the Registrant not
receiving an adequate return on invested capital.
(g) Non-Cumulative Voting May Affect Ability of Shareholders to
Influence Registrant Decisions.
Holders of the shares are not entitled to accumulate their votes
for the election of directors or otherwise. Accordingly, the holders
of a majority of the shares present at a meeting of shareholders will
be able to elect all of the directors of the Registrant, and the
minority shareholders will not be able to elect a representative to
the Registrant's board of directors.
(h) Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.
The board of directors does not anticipate paying cash dividends
on the shares for the foreseeable future and intends to retain any
future earnings to finance the growth of the Registrant's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements, and the general operating and
financial condition of the Registrant, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.
(i) Any Shares Issued to JRM Financial Services, Inc. in Payment of
Debenture May Result in Dilution to Other Shareholders, and Control by JRM.
Under the debenture agreement between the Registrant and JRM, JRM
has the right to convert any portion or all of the principal amount
due under the debenture which may at any time be outstanding into
restricted common shares of the Registrant at a price of $0.50 per
share. Any shares issued under the conversion privileges of this
debenture shall carry an "A" share purchase warrant allowing the
holder thereof to purchase from the Registrant, at a price of $0.75,
one additional restricted share for each "A" share purchase warrant
held. The share purchase warrant shall be valid for a period of two
(2) years after the date of issuance of the said share purchase
warrant. Any "A" share purchase warrants exercised will be issued one
common share and one "B" share purchase warrant allowing the holder
thereof to purchase from the Registrant, at a price of 1.00, one
additional restricted share for each "B" share purchase warrant held.
(j) No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Registrant's Stock.
There has been only a limited public market for the common stock
of the Registrant. The common stock of the Registrant is currently
quoted on the Over the Counter Bulletin Board. As a result, an
investor may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of the Registrant's securities. In
addition, the common stock is subject to the low-priced security or so
called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities. The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent regulations
adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary market.
(k) Effects of Failure to Maintain Market Makers.
If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market. There can be no assurance the Registrant will be able to
maintain such market makers.
(l) Shares Eligible For Future Sale.
175,423 (post reverse split) shares of common stock which are
currently held, directly or indirectly, by management have been issued
in reliance on the private placement exemption under the Securities
Act of 1933. Such shares will not be available for sale in the open
market without separate registration except in reliance upon Rule 144
under the Securities Act of 1933. In general, under Rule 144 a person
(or persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one year,
including persons who may be deemed affiliates of the Registrant (as
that term is defined under that rule) would be entitled to sell within
any three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or the
average weekly reported trading volume during the four calendar weeks
preceding such sale, provided that certain current public information
is then available. If a substantial number of the shares owned by
these shareholders were sold pursuant to Rule 144 or a registered
offering, the market price of the common stock could be adversely affected.
Forward Looking Statements.
The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control. The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations. In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate. The Registrant disclaims any intent or obligation to
update "forward looking statements."
PART II B OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Other than as set forth below, the Registrant did not sell any
unregistered securities during the quarter ended December 31, 2001:
On October 25, 2001, the Registrant sold 10,000,000 shares of its
common stock to Rukos Security Advice A.G. of Frankfurt, Germany, who
purchased the shares on behalf of its clients in that country. The
total consideration received for this transaction was $200,000, or
$0.02 per share (the same as the closing price of the Registrant's
common stock on that date). Attached to each share, was a warrant to
purchase one share of common stock of the Registrant, exercisable at
$0.03 per share for a period of three years from October 25, 2001.
The proceeds of this financing are being used for the repayment of
corporate debt and general working capital purposes.
This offering was undertaken under Regulation S by the fact that:
the sale was made in an offshore transaction;
no directed selling efforts were made in the United States by the
Registrant; and
offering restrictions were implemented in compliance with Rule
902(g) under the Securities Act of 1933, the sale was not made
to a U.S. person or for the account or benefit of a U.S. person,
and the sale was made pursuant under the following conditions:
the purchaser certified that it is not a U.S. person and is not
acquiring the securities for the account or benefit of any U.S.
person;
the purchaser agreed to resell such securities only in accordance
with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available
exemption from registration; and agrees not to engage in hedging
transactions with regard to such securities unless in compliance
with the Act;
the securities contain a legend to the effect that transfer is
prohibited except in accordance with the provisions of
Regulation S, pursuant to registration under the Act, or
pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be
conducted unless in compliance with the Act; and
the Registrant is required by contract to refuse to register any
transfer of the securities not made in accordance with the
provisions of Regulation S, pursuant to registration under the
Act, or pursuant to an available exemption from registration.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Clarification: All previous reports of purchases of common stock
by Rukos Security Advice AG from the Registrant were done by Rukos on
behalf of its clients in Germany and not the company itself.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits.
Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.
Reports on Form 8-K.
No reports on Form 8-K was filed during the first quarter of the
fiscal year covered by this Form 10-QSB.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
eCom.com, Inc.
Dated: February 4, 2002 By: /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
EXHIBIT INDEX
Exhibit Description
No.
2.1 Debenture issued by Xanthos Management Corporation (formerly
known as Texas Petroleum Corporation) to the Registrant,
dated October 31, 1992 (incorporated by reference to Exhibit
2.1 of the Form 10-KSB filed on January 17, 2001).
2.2 Agreement and Plan of Merger between eCom.com, Inc., a
Colorado corporation, and eCom.com, Inc., a Nevada
corporation, dated June 5, 2000 (incorporated by reference
to Exhibit 2 to the Form 8-K filed on August 21, 2000).
2.3 Stock Exchange Agreement (preferred stock) between the
Registrant and Elizabeth Colmenares, dated July 10, 2001
(incorporated by reference to Exhibit 2.3 of the Form 10-KSB
filed on January 24, 2002).
2.4 Stock Exchange Agreement (preferred stock) between the
Registrant and David Michael, LLC, dated July 10, 2001
(incorporated by reference to Exhibit 2.4 of the Form 10-KSB
filed on January 24, 2002).
2.5 Stock Exchange Agreement (preferred stock) between the
Registrant and Saundra Wolfson, dated July 10, 2001
(incorporated by reference to Exhibit 2.5 of the Form 10-KSB
filed on January 24, 2002).
2.6 Stock Exchange Agreement (preferred stock) between the
Registrant and Validate Corporation, dated July 10, 2001
(incorporated by reference to Exhibit 2.6 of the Form 10-KSB
filed on January 24, 2002).
2.7 Stock Exchange Agreement (common stock) between the
Registrant and Elizabeth Colmenares, dated July 10, 2001
(incorporated by reference to Exhibit 2.7 of the Form 10-KSB
filed on January 24, 2002).
2.8 Stock Exchange Agreement (common stock) between the
Registrant and David Michael, LLC, dated July 10, 2001
(incorporated by reference to Exhibit 2.8 of the Form 10-KSB
filed on January 24, 2002).
2.9 Stock Exchange Agreement (common stock) between the
Registrant and Saundra Wolfson, dated July 10, 2001
(incorporated by reference to Exhibit 2.9 of the Form 10-KSB
filed on January 24, 2002).
2.10 Stock Exchange Agreement (common stock) between the
Registrant and Validate Corporation, dated July 10, 2001
(incorporated by reference to Exhibit 2.10 of the Form 10-
KSB filed on January 24, 2002).
3.1 Articles of Incorporation of the Registrant, dated May 30,
2000 (incorporated by reference to Exhibit 3.1 of the Form
10-QSB filed on August 21, 2000).
3.2 Bylaws of the Registrant, dated June 10, 2000 (incorporated
by reference to Exhibit 3.2 of the Form 10-QSB filed on
August 21, 2000).
4.1 Employee Stock Incentive Plan, dated June 1, 2000
(incorporated by reference to Exhibit 4.1 of the Form S-8
filed on June 2, 2000).
4.2 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated June 1, 2000 (incorporated by reference
to Exhibit 4.2 of the Form S-8 filed on June 2, 2000).
4.3 Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 1), dated October 22,
2001 (incorporated by reference to Exhibit 4 of the Form S-8
filed on November 1, 2001).
10.1 Acquisition Agreement between the Registrant and Rukos
Security Advice AG, dated June 5, 2000 (incorporated by
reference to Exhibit 10 of the Form 8-K filed on August 21, 2000).
10.2 Consulting Services Agreement between the Registrant and
Benjamin Cohen, dated July 15, 2000 (incorporated by
reference to Exhibit 10.2 of the Form 10-QSB filed on
February 13, 2001).
10.3 Secured Promissory Note issued by Royal Oasis Corporation in
favor of Oasis International Corporation, and guaranteed by
the Registrant, dated July 9, 2001 (incorporated by
reference to Exhibit 10.3 of the Form 10-KSB filed on
January 24, 2002).
10.4 Consulting Agreement between the Registrant and Allen
Wolfson, dated July 18, 2001 (incorporated by reference to
Exhibit 10.4 of the Form 10-KSB filed on January 24, 2002).
10.5 Consulting Agreement between the Registrant and Richard W.
Donaldson, dated July 18, 2001 (incorporated by reference to
Exhibit 10.5 of the Form 10-KSB filed on January 24, 2002).
10.6 Agreement to Rescind between the Registrant and David
Michael, LLC, Saundra Wolfson, Elizabeth Colmenares, and
Validate Corporation, dated September 27, 2001 (incorporated
by reference to Exhibit 10.6 of the Form 10-KSB filed on
January 24, 2002).
10.7 Agreement To Rescind Secured Promissory Note between the
Registrant, Royal Oasis Corporation, and Oasis International
Corporation, dated September 27, 2001 (incorporated by
reference to Exhibit 10.7 of the Form 10-KSB filed on
January 24, 2002).
10.8 Consulting Services Agreement between the Registrant and
Leonard Sternheim, dated November 1, 2001 (see below).
10.9 Consulting Agreement between the Registrant and Richard W.
Donaldson, dated November 1, 2001 (see below).
10.10 Consulting Services Agreement between the Registrant and
Josh Weinfeld, dated November 1, 2001 (see below).