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, 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
E.T. CORPORATION
(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.)
31877 Del Obispo Street, Suite 205, San Juan Capistrano, California 92675
(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, 2002, the Registrant had 35,784,476 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, 2002 3
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2002 AND DECEMBER 31, 2001 4
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2002 AND DECEMBER 31, 2001 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. PLAN OF OPERATION 7
ITEM 3. CONTROLS AND PROCEDURES 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13
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
SIGNATURES 14
CERTIFICATIONS 14
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCAL STATEMENTS.
E.T. CORPORATION
BALANCE SHEET
DECEMBER 31, 2002
(Unaudited)
ASSETS
Current Assets:
Cash $ 32,100
Total Current Assets 32,100
Fixed Assets
Equipment 534,886
Less Accumulated Depreciation (534,886)
Net Fixed Assets 0
Other Assets
Product Development Costs, net 0
Rights Title, net of amortization 0
Total Other Assets 0
Total Assets 32,100
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 4,726
Long-Term Liabilities
Debenture Payable, Bearer 495,609
Shareholders' Equity:
Common Stock , $0.001 par value
190,000,000 common shares authorized,
35,784,476 issued and outstanding 4,811,729
Preferred Stock - 10,000,000 authorized, none issued 0
Paid-In-Capital (in excess of par value) 24,152,619
Accumulated Deficit (29,432,583)
Shareholders' Equity (Deficit) (468,235)
Total Liabilities & Shareholders' Equity (Deficit) 32,100
The accompanying notes are an integral part of these financial statements
E.T. CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
For The Three Months Ended
December 31, 2002 December 31, 2001
Revenue $ 0 $ 0
General and Administrative Expenses:
Legal Fees 0 7,500
Auto Expenses 3,000 3,000
Consulting Fees 0 15,900
Rent Expense 12,600 12,600
Telephone Expense 9,000 9,000
Travel and Promotions 45,000 45,000
Amortization Expense 0 104,167
Management Fees 25,000 25,000
Total General and
Administrative Expenses 94,600 222,167
Other (Income) Expenses
Interest Expense 12,123 8,046
Total Other (Income) Expenses 12,123 8,046
Net Income (Loss) (106,723) (230,213)
Basic and Diluted
Earnings (loss) Per Share (0.003) (0.236)
Weighted Average Shares
Outstanding, Basic and Diluted 35,784,476 976,515*
* Shares adjusted for 1 for 50 reverse split as of April 12, 2002
The accompanying notes are an integral part of these financial statements
E.T. CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
For The Three Months Ended
December 31 2002 December 31 2001
Cash Flows From Operating Activities:
Net Loss for the period $ (106,723) $ (230,213)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization 0 104,167
Increase (Decrease) in accounts payable 0 7,500
Net cash used by operations (106,723) (118,546)
Cash Flows From Investing Activities: 0 0
Cash Flows From Financing Activities:
Increase (decrease) in debenture payable 138,823 (97,354)
Issuance of common stock 0 215,900
Net cash used in financin 138,823 118,546
Net Increase (Decrease) in Cash 32,100 0
Beginning Cash Balance 0 0
Ending Cash Balance 32,100 0
The accompanying notes are an integral part of these financial statements
E.T. CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 B 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, 2002 financial statements of E.T. Corporation
("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 B RELATED PARTY TRANSACTIONS
Due to related parties at December 31, 2002 consisted 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 $ 495,609
Total due to related parties $ 495,609
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 business plan.
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
consultants to attempt to procure a contract with the Democratic
National Committee and the Republican National Committee for the
exclusive use by them for the pay-per-call telephone numbers for fund
raising purposes.
To develop cash flow from the "1-900" concept, the Registrant
will continue to rely on JRM Financial Services Corporation 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 previously acquired proprietary software for the
Internet Meta Crawler, "eSearchB2B.com." was transferred into
eSearchB2B.com Inc. The Registrant announced prior to the end of the
fiscal year that the company intended to spin-off its eSearchB2B.com
Inc. subsidiary. Subsequent to the close of the fiscal year, the
Registrant issued shares of this corporation to the shareholders of
record of the Registrant as of August 30, 2002 on the basis of one
share of BarterB2B Inc. (whose name was changed as of December 31,
2002 to BarterB2B Inc.) for each share of E.T. Corporation they owned.
This company intends to file a Form SB-2 registration statement with
the Securities and Exchange Commission ("SEC") for the purpose of
becoming a reporting company; it then intends to apply for listing on
the Over the Counter Bulletin Board.
The Registrant's Internet timeshare web sites
"timeshareonlinerealty.com" and "timeshareunitsales.com" have been
transferred into "Timeshare Corporation", a Nevada corporation. The
Registrant also intends to spin-off this company into a separate
public company in a similar fashion as BarterB2B Inc. by the issuance
of shares in that company to shareholders of the Registrant as of
August 30, 2002.
The Registrant continues in its efforts to finance the Paraguayan
hydrocarbon concessions. During 2001 and early 2002, 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, 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: $1,925,204
for the fiscal year ended September 30, 2001, $1,183,618 for the
fiscal year ended September 30, 2002, and $106,723 for the quarter
ended December 31, 2002. At December 31, 2002, the Registrant had an
accumulated deficit of $29,432,583. 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 has 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 that affect 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 that 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 the entire principal amount
due under the debenture that 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.
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."
ITEM 3. CONTROLS AND PROCEDURES.
Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
Within the 90 days prior to December 31, 2002, the Registrant
carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule
13a-14 under the Securities Exchange Act of 1934 ("Exchange Act").
This evaluation was done under the supervision and with the
participation of the Registrant's President and Chief Financial
Officer. Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.
(b) Changes in internal controls.
There were no significant changes in the Registrant's internal
controls or in its factors that could significantly affect those
controls since the most recent evaluation of such controls.
Critical Accounting Policies.
The SEC recently issued Financial Reporting release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting
Policies" ("FRR 60"), suggesting companies provide additional
disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC defined the most critical accounting policies as
the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to
make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain.
Based on this definition, the Registrant's most critical accounting
policies include: non-cash compensation valuation that affects the
total expenses reported in the current period. The methods, estimates
and judgments the Registrant uses in applying these most critical
accounting policies have a significant impact on the results the
Registrant reports in its financial 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 (restricted)
securities during the quarter ended December 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 were filed during the first quarter of the
fiscal year covered by this Form 10-QSB.
SIGNATURES
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.
E.T. Corporation
Dated: February 4, 2003 By: /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
Dated: February 4, 2003 By: /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer
CERTIFICATIONS
I, Sidney B. Fowlds, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of E.T.
Corporation;
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 officers 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 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 being 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 officers 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 functions):
(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 officers and I have indicated
in this quarterly report whether 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.
Dated: February 4, 2003 /s/ Sidney B. Fowlds
Sidney B. Fowlds, President
I, Anthony V. Feimann, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of E.T.
Corporation;
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 officers 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 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 being 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 officers 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 functions):
(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 officers and I have indicated
in this quarterly report whether 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.
Dated: February 4, 2003 /s/ Anthony V. Feimann
Anthony V. Feimann,
Secretary/Treasurer
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).
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 Certificate of Amendment of Articles of Incorporation of the
Registrant, dated April 11, 2002 (see below).
3.3 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 Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 1), dated October
22, 2001 (incorporated by reference to Exhibit 4 of the Form
S-8 filed on November 1, 2001).
4.4 Amended and Restated Stock Incentive Plan, dated January 18,
2002 (incorporated by reference to Exhibit 4 of the Form S-8
POS filed on February 6, 2002)
4.5 Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants (Amendment No. 2), dated May 1,
2002 (incorporated by reference to Exhibit 4.1 of the Form
S-8 POS filed on May 7, 2002).
4.6 Amended and Restated Stock Incentive Plan (Amendment No. 2),
dated May 1, 2002 (incorporated by reference to Exhibit 4.2
of the Form S-8 POS filed on May 7, 2002).
99 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350) (see below).