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 MARCH 31, 2002 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: 0-9071 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 March 31, 2002, the Registrant had 63,959,071 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 MARCH 31, 2002 3 STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001 4 STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001 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 MARCH 31, 2002 (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 624,999 Rights= Title, net of amortization 1 Total Other Assets 625,000 Total Assets $ 625,000 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 9,787 Long-Term Liabilities Debenture Payable, Bearer 238,027 Shareholders' Equity: Common Stock , $0.001 par value 190,000,000 shares authorized, 63,959,071 issued and outstanding 4,777,229 Preferred Shares, $0.001 par value 10,000,000 authorized, none issued 0 Paid-In-Capital (in excess of par value) 23,842,119 Accumulated Deficit (28,242,162) Shareholders' Equity 377,186 Total Liabilities & Shareholders' Equity $ 625,000 The accompanying notes are an integral part of these financial statements eCom.com, Inc. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended March 31 2002 March 31 2001 March 31 2002 March 30 2001 Revenue $ 0 $ 0 $ 0 $ 0 General and Administrative Expenses: Legal 0 0 7,500 0 Auto Expenses 3,000 3,000 6,000 6,000 Consulting Fees 67,500 0 83,400 50,000 Rent Expense 12,600 12,600 25,200 25,200 Telephone Expense 9,000 9,000 18,000 18,000 Travel and Promotions 45,000 45,000 90,000 90,000 Amortization Expense 104,167 0 208,334 0 Management Fees 75,000 0 100,000 0 Total General and Administrative Expenses 316,267 69,600 538,434 189,200 Other (Income) Expenses Interest Expense 4,827 18,401 12,873 38,505 Total Other (Income) Expenses 4,827 18,401 12,873 38,505 Net Income (Loss) $ (321,094) $ (88,001) $ (551,307) $ (227,705) Basic and Diluted Earnings Per Share $ (0.0002) $ (0.002) $ (0.0003) $ (0.0004) Weighted Average Shares Outstanding 60,167,094 39,812,324 54,496,571 39,269,990 The accompanying notes are an integral part of these financial statements eCom.com, Inc. STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended March 31 2002 March 31 2001 Cash Flows From Operating Activities: Net Loss for the period $ (551,307) $ (227,705) Increase(Decrease) in accounts payable 7,500 0 Amortization 208,334 0 Net cash used by operations (335,473) (227,705) Cash Flows From Investing Activities: 0 0 Cash Flows From Financing Activities: Increase (decrease) in debenture payable 52,073 (72,794) Issuance of common stock 325,473 50,000 Net cash used in financing 335,473 50,000 Net Increase (Decrease) in Cash 0 (250,449) Beginning Cash Balance 0 250,449 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 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 March 31, 2002 consist of the following: Advances payable to an entity controlled by an officer and shareholder of the Registrant represent advances, secured with floating debenture and due on demand $238,027 Total due to related parties $238,027 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. In this regard, President Bush signed into law on March 27, 2002 a new campaign finance reform law, the broadest overhaul of U.S. campaign finance laws in a quarter century. The main focus of the new law, which goes into effect November 6, 2002 (the day after the fall election), is to ban the hundreds of millions of dollars that corporations, unions and individuals give the national parties in unregulated "soft money". It also doubles to $2,000 what an individual can contribute during one campaign in regulated "hard money" and prohibits the use of soft money in the final days of elections for broadcast of "issue ads" that name a candidate, often to attack him. With campaign finance reform a central issue in this country, 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 telephone 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 consultants to attempt to procure a contract with the Democratic National Committee for the exclusive use by it of the "pay-per-call" telephone number 1 900 "DEMOCRAT". 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 audited financial statement contained in the September 30, 2001 Form 10-KSB). The Registrant has sufficient cash funds available to maintain operations for the next twelve months. The Registrant's internet timeshare web sites "timeshareonlinerealty.com" and "timeshareunitsales.com" are 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 web browser "eSearchB2B.com". The Registrant has previously acquired proprietary software for an Internet Meta Crawler, "eSearchB2B.com". This web search engine utilizes other search engines to retrieve information requested by the users. Revenues sources from this web search engine could start in 2002 from this acquisition. The Registrant continues in its efforts to finance the Paraguayan hydrocarbon concessions. During early 2002, the world price of oil and gas has led to an increase in interest in hydrocarbon exploration and development. 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 March 31, 2002. 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 $551,307 for the six months ended March 31, 2002. At March 31, 2002, the Registrant had an accumulated deficit of $28,242,162. 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. The Registrant did not sell any unregistered securities during the quarter ended March 31, 2002. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. 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 second 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: April 29, 2002 By: /s/ Sidney B. Fowlds Sidney B. Fowlds, President EXHIBIT INDEX Number Description 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 (incorporated by reference to Exhibit 10.8 of the Form 10-QSB/A filed on April 2, 2002). 10.9 Consulting Agreement between the Registrant and Richard W. Donaldson, dated November 1, 2001 (incorporated by reference to Exhibit 10.9 of the Form 10-QSB/A filed on April 2, 2002). 10.10 Consulting Services Agreement between the Registrant and Josh Weinfeld, dated November 1, 2001 (incorporated by reference to Exhibit 10.10 of the Form 10-QSB/A filed on April 2, 2002). 10.11 Consulting Services Agreement between the Registrant and Phyllis Schombrun, dated November 1, 2001 (incorporated by reference to Exhibit 10.11 of the Form 10-QSB/A filed on April 2, 2002).