SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended FEBRUARY 28, 2006
File Number 000-50783
AMERICAN ENVIRONMENTAL, INC.
(f/k/a MyZipSoft, Inc.)
(f/k/a Freedom 4 Wireless, Inc.)
(f/k/a MyZipSoft, Inc.)
(Exact name of small business issuer as specified in its charter)
Florida 56-2335301
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 VILLAGE SQUARE CROSSING, SUITE 202
PALM BEACH GARDENS, FLORIDA 33410
(Address of principle executive offices)
(561) 207-6395
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [ X ]
As of February 28, 2006 the issuer had 27,327,714 shares of common stock,
$.01 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
AMERICAN ENVIRONMENTAL, INC. Form 10-QSB FEBRUARY 28, 2006
A Development Stage Enterprise
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm......2
Balance Sheets
February 28, 2006 and 2005..................................4
Statement of Operations
Nine Months Ended February 28, 2006 and 2005 and from
Inception, February 28, 2003 through February 28, 2006......5
Statement of Operations
Three Months Ended February 28, 2006 and 2005...............6
Statement of Changes in Shareholders' Equity from
Inception, February 28, 2003 February 28, 2006..............7
Statement of Cash Flows
Nine Months Ended February 28, 2006 and 2005 and from
Inception, February 28, 2003 February 28, 2006..............8
Notes to Financial Statements...............................10
ITEM 2 Management's Discussion and Analysis or Plan of Operation......16
ITEM 3 Controls and Procedures........................................25
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings..............................................26
ITEM 2 Unregistered Sales of Equity Securities and Use of
Proceeds.......................................................26
ITEM 3 Defaults Upon Senior Securities................................26
ITEM 4 Submission of Matters to a Vote Of Security Holders ...........26
ITEM 5 Subsequent Events..............................................26
ITEM 6 Exhibits.......................................................26
SIGNATURES AND CERTIFICATIONS.........................................27
2
Wieseneck, Andres & Company, P.A.
Certified Public Accountants
772 U.S. Highway 1, Suite 100
North Palm Beach, Florida 33408
(561) 626-0400
Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
f/k/a MyZipSoft, Inc.
Palm Beach Gardens, Florida
We have reviewed the accompanying balance sheets of AMERICAN ENVIRONMENTAL,
INC.,A Development Stage Enterprise, f/k/a MyZipSoft, Inc., as of February 28,
2006 and 2005, and the related statements of operations, for three and nine
month periods ended February 28, 2006 and 2005 and from Inception, February 28,
2003 through February 28, 2006, the statement of changes in stockholders'
equity from Inception, February 28, 2003 through February 28, 2006, and the
statement of cash flows for the nine month periods ended February 28, 2006 and
2005 and from Inception, February 28, 2003 through February 28, 2006. These
financial statements are the responsibility of the company's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.
/s/Wieseneck, Andres & Company, P.A.
North Palm Beach, Florida
April 15, 2006
3
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
BALANCE SHEETS
(UNAUDITED)
FEB 28, 2006 FEB 28, 2005
ASSETS ------------- ------------
Current Assets
Cash and Cash Equivalents $ 215 $ 543
Inventory - 0
Loans receivable 110,955 -
Accounts receivable 64 -
------------- ------------
Total Current Assets 61,234 543
------------- ------------
Other Assets
Intangible Assets, Net 70 70
Prepaid Expense 9,361 2,714
------------- ------------
Total Other Assets 59,431 2,784
------------- ------------
TOTAL ASSETS $ 120,665 $ 3,327
============= ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 6,290 $ 2,596
Notes Payable 456 491
Shareholder Loans 56,583 489
------------- ------------
Total Current Liabilities 63,329 3,626
------------- ------------
Total Liabilities 63,329 3,626
------------- ------------
Stockholders' Equity
Common Stock $.01 par value, 300 million
Shares authorized, 27,327,714 shares issued
and outstanding 273,277
Common Stock $.01 par value, 300 million
shares authorized, 499,503 shares issued
and outstanding 4,996
Paid-in-Capital 577,789 667,204
Deficit Accumulated during the
Development Stage (793,731) (672,499)
------------- ------------
Total Stockholders' Equity (Deficit) 57,336 (299)
------------- ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 120,665 $ 3,327
============= ============
Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
4
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2006 AND 2005
AND INCEPTION, FEBRUARY 28, 2003 TO FEBRUARY 28, 2006
(UNAUDITED)
INCEPTION,
FEB 28, 2003
TO
2006 2005 FEB 28, 2006
------------ ------------ ------------
Revenues
Net Sales $ 160 $ - $ 240
Cost of Sales - - 15
------------- ------------ ------------
Gross Profit (160) - (225)
Operating Expenses
General and Administrative 98,355 126,626 145,443
Sales and Marketing 32 10,045 48
Amortization - - -
------------- ------------ ------------
Total Operating Expenses 98,388 136,671 145,491
------------- ------------ ------------
Loss from Operations (98,228) (136,671) (145,266)
------------- ------------ ------------
Other Income (Expense)
Discontinued Operations - (424,884) (537,521)
------------ ------------ ------------
Net Other Expenses - (424,884) (537,521)
------------ ------------ ------------
Net Loss $ (98,228) $ (561,555) $(682,787)
============= ============ ============
Basic and Diluted
Net loss Per Common Share $ (.004) $ (.07)
============= ============
Weighted Average Shares
Outstanding 23,880,634 7,770,796
============= ============
Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
5
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
FEBRUARY 28, 2006 AND 2005
(UNAUDITED)
FEB 28, 2006 FEB 28, 2005
------------- ------------
Revenues
Net Sales $ 80 $ -
Cost of Sales - -
------------- ------------
Gross Profit (80) -
Operating Expenses
General and Administrative 14,493 939
Sales and Marketing 16 -
Amortization - -
------------- ------------
Total Operating Expenses 14,509 939
------------- ------------
Loss from Operations (14,429) (939)
------------- ------------
Other Income (Expense)
Discontinued Operations (424,884)
------------- ------------
Net Other Expenses (424,884)
------------- ------------
Net Loss $ (14,429) $ (425,823)
============= ============
Basic and Diluted
Net Loss Per Common Share $ (.001) $ (.02)
============= ============
Weighted Average Shares Outstanding 25,833,947 18,316,875
============= ============
Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
6
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM INCEPTION, FEBRUARY 28, 2003 THROUGH FEBRUARY 28, 2006
(UNAUDITED)
Number At Par Add'l Total
of Value Paid In Accumulated Stockholder
Shares $.01 Capital Deficit Equity
----------- -------- --------- ---------- -----------
Balance
February 28, 2003 0 $ 0 $ 0 $ 0 $ 0
Issuance of
Common Stock 1 (0) (0) 0 1
Cancellation of
Common Stock
by eCom eCom ( 1 ) (0) (0) 0 0
Issuance of
Common Stock 499,503 4,995 (2,995) - 2,000
Net Loss 2004 - - - (110,943) (110,943)
Issuance of
Common Stock 9,491,471 94,915 580,784 0 675,699
Sale on May 2005 of
Common Stock 5,000,000 50,000 0 0 50,000
Net Loss 2005 - - - (584,560) (584,560)
Convert Related Company
Debt to Common
Stock 6/05 5,000,000 50,000 - - 50,000
Convert Related Company
Debt to Common
Stock 8/31/05 5,826,190 58,262 0 0 58,262
Convert Related Company
Debt to Common
Stock on 2/28/06 510,550 5,105 - - 5,105
Issuance of Common
Stock for payment of
professional fee on
2/28/06 1,000,000 10,000 - - 10,000
Net Loss - - - (98,227) (98,227)
----------- -------- --------- ---------- -----------
Balance,
Feb 28, 2006 27,327,714 $273,277 $577,789 $(793,730) $ 57,336
=========== ======== ========= ========== ===========
Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
7
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2006 AND 2005 AND
FROM INCEPTION, FEBRUARY 28, 2003 TO FEBRUARY 28, 2006 INCEPTION,
(UNAUDITED) FEB 28, 2003
TO
2006 2005 FEB 28, 2006
------------- ------------ ------------
Cash Flows From Operating Activities
Cash received from customers $ 64 $ - $ 64
Cash paid to suppliers of goods
and services (27,801) (291,316) (714,386)
Income taxes Paid - - -
Interest paid - - -
Interest received - - -
------------- ------------ ------------
Net Cash Flows Used in
Operating Activities (27,737) (291,316) (714,322)
------------- ------------ ------------
Cash Flows From Investing Activities
Acquisition of Intangible Assets - (166) (3,204)
------------- ------------ ------------
Net Cash Flows Provided By
(Used in)Investing Activities - (166) (717,526)
------------- ------------ ------------
Cash Flows From Financing Activities
Proceeds from sale of stock 50,000 - 100,000
Proceeds of loans from related
entities - 291,304 764,498
Repayment of loans to related entities (72,631) - (70,895)
Loans to/from related company, Net (50,000) - (75,861)
------------- ------------ ------------
Net Cash Flows Provided By
(Used in)Financing Activities (72,631) 291,304 717,742
------------- ------------ ------------
Net Increase / (Decrease) in Cash (100,368) (178) 216
Cash and Cash Equivalents at
Beginning of Period 100,584 721
------------- ------------ ------------
Cash and Cash Equivalents at
End of Period $ 216 $ 543 $ 216
============= ============ ============
Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
8
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2006 AND 2005
(UNAUDITED)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
FEB 28, 2006 FEB 28, 2005
------------- ------------
Net Income (Loss) $ (98,227) $ (561,555)
Add items not requiring outlay of cash:
Depreciation and amortization - -
Convert debt to equity 63,367 -
Payment of professional fee
by issuance of stock 10,000 -
Cash was increased by:
Decrease in inventory - 224,580
Decrease in equipment - 35,568
Decrease in prepaid assets - 7,226
Decrease in intangible assets 3,134
Increase in accounts payable 3,770 -
Cash was decreased by:
Increase in inventory - -
Decrease in accounts payable - (269)
Increase in prepaid assets (6,647) -
------------- ------------
Net Cash Flows Used in
Operating Activities $ (27,737) $ (291,316)
=============== ==============
Non-cash transactions
The Company converted a payable incurred in the current quarter to a related
company in the amount of $63,367 to equity in the Company. The payables were
incurred when the related company paid certain operating expenses on behalf of
the company. The Company also converted professional fees payable in the amount
of $10,000 to equity in the Company in the current quarter.
Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
9
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS
History: MYZIPSOFT, INC. was incorporated in the State of Florida on February
28, 2003 as a wholly owned subsidiary of eCom eCom.com, Inc. ("eCom") which
trades on the OTC/Pink Sheets under the symbol 'ECEC.' On December 12, 2003,
the Company changed its name to Freedom 4 Wireless, Inc. ("F4W") in connection
with its spin off by eCom and its planned acquisition of certain assets of a
company known as Freedom 4 Wireless, Inc. (Delaware). On January 24, 2005, the
Company changed their name back to MyZipSoft, Inc. due to the discontinued
operations of the wireless division. The Company's main office is located at
100 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410, and
the telephone number is (561) 207-6395.
Product Line: Development and distribution of software. Its first product is a
high-compression software called MyPhotoZip (TM). The Company considers this
product "the ultimate image compression tool", that enables compression of
still images up to 2000 to 1 without loss of quality. This has increased from
1500 to 1. The Company is also developing other cutting edge applications
including video compression which could be introduced later this year. The
Company has entered into a marketing agreement with Digital River for its on-
line sales of MyPhotoZip (TM).
On April 9, 2002 the Company announced that they had signed a new agreement for
use of high power compression encoding technology developed by a different
vendor and that the first product to be released using the new technology would
be photo storage software dubbed MyPhotoZip (TM). The new encoding technique
provides a better quality image that JPEG and other compression products now on
the market.
On July 15, 2002 we announced the availability of MyPhotoZip (TM) for download
from our new website, www.myphotozip,com. In addition, we provided details of
the primary marketing strategy for all of our company's compression products
which is based on an agreement signed with Plugin Technologies of the United
Kingdom. Using Plugin's network of thousands of sales affiliates, eCom's
product lines will be promoted globally to a variety of market segments. While
broadening the target audience to international markets, this approach takes
advantage of the Internet without incurring the heavy cost of traditional
Internet-based advertising programs.
Baseball Hall of Fame candidate Jeff Reardon has been retained to assist with
marketing efforts. His photograph will be placed on MyPhotoZip (TM) and will be
used for other advertising purposes.
Until June 30, 2004, the Company was involved in the research and development
of the wireless and environmental industries. Currently, the Company is in
negotiations with a company known as Miami Filter, LLC ("Miami Filter"). Miami
Filter has been in the water filtration manufacturing business since 1958 with
systems located throughout many countries, including the United States of
America. Its product line is known worldwide for quality, dependability, and
customer satisfaction. Miami Filter's tested and proven equipment is utilized
for many industrial applications such as wastewater treatment facilities,
commercial swimming pools, water parks, and aquariums. Miami Filter also
10
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
designs and manufactures systems for aquaculture, agriculture, ground water
remediation, and potable water. Miami Filter has an impressive list of past and
present clients, including NASA, Disney, Sea World, Coco Cola, and Ford Motor
Company.
The Company is also in negotiations with a company called American
Environmental Solutions, Inc., who specializes in innovative grocery cart
sanitation equipment. This mobile, patent-pending, and EPA-compliant equipment
combines high-temperature, high-pressure wash and rinse cycles with an EPA-
approved antimicrobial agent to kill and resist future bacterial growth on all
cart surfaces. The environmentally-sound system then utilizes an ultraviolet
light cycle and filter system to clean, sanitize, and eliminate all existing
dirt and harmful bacteria from the water so it can be used in multiple wash
cycles. American Environmental Solutions, Inc. has not yet commenced marketing,
but intends to do so by December 2005.
The Spin-Off.
The Company was one of ten (10) wholly owned subsidiaries of eCom, with varying
business plans. In recent years, eCom concluded that it did not have the
financial resources necessary to develop all ten (10) of its business units
collectively. Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin
off its subsidiaries into independent companies in the belief that independent
companies, each with a distinct business, would be better able to obtain
necessary funding and develop their business plans. This belief was based in
part on eCom's experience with potential business partners which sought
involvement with only one of eCom's subsidiaries, rather than involvement with
the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies.
The Company does not have any off-balance sheet arrangements.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION, USE OF ESTIMATES
The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
REVENUE RECOGNITION
Revenue and dividends from investments are recognized at the time the
investment dividends are declared payable by the underlying investment. Capital
gains and losses are recorded on the date of sale of the investment.
11
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
It is the policy of management to review the outstanding accounts receivable at
year end, as well as the bad debt write-offs experienced in the past, and
established an allowance for doubtful accounts for uncollectible amounts.
DEPRECIATION
Property and equipment are recorded at cost and depreciated over the estimated
useful lives of the related assets. Depreciation is computed using the
straight-line method.
AMORTIZATION
The accounting for a recognized intangible asset acquired after June 30, 2001
is based on its useful life to the Company. If an intangible asset has a finite
life, but the precise length of that life is not known, that intangible asset
shall be amortized over management's best estimate of its useful life. An
intangible asset with a indefinite useful life is not amortized. The useful
life to an entity is the period over which the asset is expected to contribute
directly or indirectly to the future cash flows of that entity.
NOTE C - NOTES RECEIVABLE
None
NOTE D - LOANS RECEIVABLE RELATED PARTIES
The loans receivable from related entities, $60,955, and unrelated entities,
$50,000 are non-interest bearing, non collateralized and due on demand.
NOTE E - DEVELOPMENT STAGE ENTERPRISE
The Company has been and is currently in the development stage. It is the
intention of management to merge or acquire a company engaged in the
environmental type of business.
NOTE F - PREPAID EXPENSES
The Company has a Prepaid Expense of $9,361 which consists of professional
consulting fees.
NOTE G - INTANGIBLE ASSETS
Management reviews intangible assets for impairment annually. Intangible assets
with a finite useful life acquired after June 31, 2001 are amortized over their
useful lives to the company. Intangible assets acquired after June 30, 2001
having a infinite useful life are recovered at their fair value and are not
amortized. Management reviews all intangible assets for impairment annually.
12
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
NOTE H - CHANGE OF COMMON SHARES AUTHORIZED
The Company changed the number of common shares authorized from 100 to 300
million with the state of Florida on 1/25/05. The par value of the common stock
remains at $0.01 per share. The financial statements presented have been
restated to reflect this change.
NOTE I - STOCKHOLDER LOANS AND NOTES PAYABLE
The Stockholder loan is a non-interest bearing, non-collateralized loan payable
and is due on demand. The company owes a related party $50,000, USA Performance
Products is owed $441; Panaia Estate is owed $114, US Financial Group $5,522.
NOTE J - COMMITMENTS AND CONTINGENCIES
None
NOTE K - INCOME TAXES
No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carryforward as of February 28, 2006 totals approximately
$792,000. These carry forwards, which will be available to offset future
taxable income, expire beginning in May 31, 2025.
The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.
The Company accounts for income taxes in accordance with FASB Statement No.
109, Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are
provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related to
certain income and expenses recognized in different periods for financial and
income tax reporting purposes. Deferred tax assets and liabilities represent
the future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits that
are available to offset future taxable income and income taxes, respectively.
A Valuation allowance is provided if it is more likely than not that some or
all of the deferred tax asset will not be realized.
NOTE L - STOCKHOLDERS' EQUITY
The computation of diluted loss per share for the nine months ended February
28, 2006 does not include shares from potentially dilutive securities as the
assumption of conversion or exercise of these would have an antidilutive effect
on loss per share. In accordance with generally accepted accounting principles,
diluted loss per share is calculated using the same number of potential common
shares as used in the computation of loss per share before extraordinary items.
13
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
NOTE M - DEFERRED TAX ASSET
Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities. Temporary differences, net operating loss carry forwards and
valuation allowances comprising the net deferred taxes on the balance sheets is
as follows: FEB 28, 2006
Loss carry forward for tax purposes $ 792,000
================
Deferred tax asset (34%) 269,358
Valuation allowance (269,358)
Net deferred tax asset $ -
================
No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carry-forward as of February 28, 2006 was approximately
$792,000. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2024.
The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward had been fully reserved.
NOTE N - RELATED PARTY TRANSACTIONS
The Company has notes payables due to related company entities. eCom eCom.com,
Inc. is owed $457 for funds advanced to the Company for it's operations;
The Company has allocated certain expenses such as rent, travel and office &
administrative that are paid on behalf of the Company by American Capital
Holdings, Inc., a company that is related to the Company by mutual stockholders
and Directors. The total expenses allocated to the Company in the nine months
ended February 28, 2006 is approximately $63,000. The quarterly liabilities
payable to American Capital are converted to common stock and paid in capital
at the end of each reporting period.
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002. The statement addresses financial accounting and reporting
for obligations related with the retirement of tangible long-lived assets and
the costs associated with asset retirement. The statement requires the
recognition of retirement obligations which will, therefore, generally increase
liabilities; retirement costs will be added to the carrying value of long-lived
assets, therefore assets will be increased; and depreciation and accretion
expense will be higher in the later years of an assets life than in earlier
years. The Company adopted SFAS No. 143 at January 1, 2002. The adoption of
SFAS No. 143 had no impact on the Company's operating results or financial
positions. 14
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets and is effective for financial statements issued for fiscal
years beginning January 1, 2002. This statement addresses financial accounting
and reporting for the impairment or the disposal of long-lived asset. An
impairment loss is recognized if the carrying amount of a long-lived group
exceeds the sum of the undiscounted cash flow expected to result from the use
and eventual disposition of the asset group. Long-lived assets should be tested
at least annually or whenever changes in circumstances indicate that its
carrying amount may not be recoverable. This statement does not apply to
goodwill and intangible assets that are not amortized. The Company adapted SFAS
No. 144 in the first quarter of 2002. The adoption of SFAS No. 144 had no
impact on the Company's operating results or financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" ("SFAS No. 145). SFAS No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness as
extraordinary, requires certain lease modifications to be treated the same as a
sale-leaseback transaction, and makes other non-substantive technical
corrections to existing pronouncements. SFAS No. 145 is effective for fiscal
years beginning after May 15, 2002. SFAS No. 145 was adopted on June 1, 2003
and did not have a material effect on the Company's financial position or
results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" and is effective for
financial instruments entered into after May 31, 2003. This Statement
establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability because
that financial instrument embodies an obligation of the issuer. The Company has
adopted SFAS No. 150 and the adoption has had no impact on the Company's
operating results or financial position.
Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre- SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS No.
142, intangible assets with definite useful lives will be amortized to their
estimated residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets with indefinite useful
lives will be tested for impairment annually in lieu of being amortized. The
impact of adopting SFAS Nos. 141 and 142 will not cause a material change in
the Company's consolidated financial statements as of the date of this report.
15
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Spin-Off.
The Company was one of ten (10) wholly owned subsidiaries of eCom, with varying
business plans. In recent years, eCom concluded that it did not have the
financial resources necessary to develop all ten (10) of its business units
collectively. Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin
off its subsidiaries into independent companies in the belief that independent
companies, each with a distinct business, would be better able to obtain
necessary funding and develop their business plans. This belief was based in
part on eCom's experience with potential business partners which sought
involvement with only one of eCom's subsidiaries, rather than involvement with
the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies.
On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc., ("American
Capital"). The Date of Record for the first spin-off, USA SportsNet, Inc.
(later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK
No. 0001288010) was January 5, 2004. The Date of Record for the second spin-
off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No.
0001290785) was February 23, 2004. On March 2, 2004, the Board of Directors of
eCom approved the spin off of the Company and the remaining seven (7) spin off
companies in which the Board of Directors voted to issue to their shareholders
one (1) share of the company for every one (1) share of eCom owned with a
record date to be announced, pursuant to the advise of SEC Staff Legal Bulletin
No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom. A Copy of this press release appended hereto as Exhibit 99.5
(incorporated by reference to the Company's Form 10SB12G) Paragraph two (2) of
this release stated the following:
"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off. To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement. When announced, eCom shareholders as of the Date
of Payment (distribution of stock) for each spin-off will receive new shares in
that company."
On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005. As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'
On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001, SEC CIK number 0001288012, with the
United States Securities & Exchange Commission ("SEC"). On July 27, 2004
American Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.
16
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer
and Barney A. Richmond, Director and President. Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No. 4, for the
remaining subsidiaries of eCom. The plan was to create individual public
corporations, and take whatever actions necessary to complete the process of
enhancing shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:
USA Performance Products, Inc. FL Corp. No. P98000006586 Fed. ID. 65-0812050
eSecureSoft, Company FL Corp. No. P03000138385 Fed. ID. 20-1068608
USAS Digital, Inc. FL Corp. No. P03000147667 Fed. ID. 20-1069232
Pro Card Corporation FL Corp. No. P04000015631 Fed. ID. 20-1442373
AAB National Company FL Corp. No. P04000019818 Fed. ID. 20-1442771
A Classified Ad, Inc. FL Corp. No. P04000038403 Fed. ID. 20-1447963
A Super Deal.com, Inc. FL Corp. No. P04000040174 Fed. ID. 20-1449410
Swap and Shop.net Corp. FL Corp. No. P04000040176 Fed. ID. 20-1449332
The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full. Notwithstanding, contrary to what board members
Richard Turner and Barney A. Richmond had been previously advised by Chairman
Panaia, eCom was not able to pay FAST the amounts required to send out the
stock certificates to the shareholders, and accordingly, the shares were not
issued as stated.
Since late June 2004, American Capital Holdings, Inc. has been inundated with
hundreds of telephone calls from eCom shareholders, requesting delivery of
their promised spin-off shares. Numerous shareholders have made demands to be
sent their promised shares, many of them threatening legal action against eCom
and all of the above described spin-offs, which possibly might have created
contingent liabilities for all the shareholders of eCom. Because of the
aforementioned financial difficulties, eCom's telephone lines were
disconnected. eCom's shareholders contacted American Capital Holdings, Inc. in
an effort to garner information on the status of their situation.
In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
partied could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A. When these accounting invoices and other expense
invoices were received in early August 2004, Mr. Panaia would not return
telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.
Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004,
and additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
17
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation letters
and further information needed to complete the financial audits were
continually ignored by Mr. Panaia. Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital. eCom also
ignored its responsibilities to its shareholders by not filing appropriate 8-
K's disclosing valid information concerning the status of eCom, including it's
de-listing from the OTCBB, as described below.
Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. Mr.
Panaia also refused to file an 8K statement regarding Mr. Richmond's
resignation. Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-35435 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning
creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond,
and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to
restore the shareholder value lost by approximately 6,000+ shareholders as well
as implement a viable plan for reimbursement of costs incurred by American
Capital Holdings, Inc., the petitioning creditors, and all other
creditors/vendors who have not been paid. The aforementioned creditors are owed
in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title
11 Amended Involuntary Petition of eCom is posted on the eCom's website,
www.ecomecom.net.
In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million. Since
1999, eCom has been in a state of steady decline. When eCom was unable to pay
their auditors, they were de-listed from the OTCBB to the Pink Sheets, which is
further detailed below. Currently eCom is thinly traded on the Pink Sheets,
with a 52-week high of $0.23, and an ask price of $0.06 cents per share. eCom's
market capitalization has shrunk to less than $3.0 million, which, without a
qualified reorganization plan, could easily shrink further, as eCom has a
negative net worth.
In order to protect its $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well. As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan. Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement. It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated.
18
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
In late August and September of 2004, Chairman and CEO David Panaia quit taking
calls from anyone, including the management of American Capital. Additionally,
eCom was not taking calls from other creditors who were owed hundreds of
thousands of dollars, including eCom's SEC accounting firm. Other outstanding
eCom debts included over $110,000 in employee wages and unpaid expenses,
including expenses which were placed on employee personal credit cards to cover
expenses directly incurred by eCom, some of which included the previously
announced spin-off process costs.
As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time. Subsequent to eCom's December 3, 2003 Public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This liability cost American Capital an additional
$75,000 as American Capital was forced to pay the auditing firm in order to
complete American Capital's audits, since American Capital is a spin-off of
eCom. Additionally, American Capital has been forced to continue this financial
assistance to bring all of the spin-off companies current with their SEC
qualified accountants and other creditors so that eCom could continue with it's
daily operations.
During the period from late December 2004 thru mid-March 2005, American Capital
and the petitioning creditors sympathized with the declining health of eCom's
CEO, David Panaia. These petitioning creditors have also incurred considerable
additional costs providing continued financial assistance to all the spin-off
companies. These costs included expenses to bring all of the spin-off companies
current with their SEC filings, Federal Tax Returns, State Income Tax Returns,
State Filing Fees, Accounting Expenses, SEC Auditing process included utilizing
American Capital employees, as well as hiring outside assistance, i.e.
additional accountants, tax assistance, and outside attorneys to expedite the
process.
On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's November
Form 10QSB. This de-listing was due to the fact the Company's auditors had not
been paid. Therefore, in accordance with the Sarbanes-Oxley Act, the auditors
could not be determined to be "independent". Accordingly, eCom lost additional
market value, thereby further injuring creditors and shareholders of the
Company.
Due to Mr. Panaia's health-related issues, during the period of January thru
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition in Re: eCom eCom.com, Inc. Case No. 04-35435 BKC-SHF. With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance. This endeavor included the preparation of (a) thirty (30) 10QSB's;
(b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration Statements; (d)
twenty six (26) total State and Federal Tax Returns; (e) ten (10) applications
19
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
for the required SEC EDGAR CIK Numbers; (f) and ten (10) of the Transfer Agent-
required Standard & Poor's Cusip Numbers. Additionally, there has been a
tremendous administrative effort in bringing all the spin-off companies current
with respect to public company reporting requirements, including the Sarbanes-
Oxley Act. American Capital's management and the petitioning creditors
accomplished these tasks to eliminate any further liabilities to eCom
shareholders.
On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
compensation. The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval. Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are totally complete.
On March 23, 2005, the aforementioned spin-off companies received their
respective SEC CIK Acceptance Filings, which are outlined below:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the Company. The Company will purchase all fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005.
The Record Date for the remaining spin-offs was set as May 27, 2005 and all
share certificates were mailed on June 2, 2005.
A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for all of the above referenced spin-off companies. To get the
process started for paying expenses relating to the initial funding of these
companies to achieve their respective business purposes, on May 31,2005 several
new shareholders invested $400,000 in eight (8) of the above referenced
companies, which will be reflected in each companies forthcoming respective
20
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Form 10SB audits and filings, which is planned to be filed within the next
week. This initial funding is to cover legal, accounting and other expenses,
including due diligence costs related to proposed forthcoming acquisition. More
funding is planned for each company through out the June 1, 2005 thru August
30, 2005 Quarter in accordance with 506 Reg. D Private Placement procedures,
which will become available only to accredited investors. Additionally, a plan
is being formulated, subject to bankruptcy court approval, which will provide a
100% payout to all of eCom's outstanding creditors. The new management is
committed and believes these efforts combined with execution of the new
business plans, not only will recapture the lost shareholder value of eCom, but
will also enhance the viability of future long term shareholder value as well.
Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-35435 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
Pursuant to SEC Staff Legal Bulletin No. 4, the issuance of all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 27, 2005. The
shareholder list and Certified Mail numbers are appended hereto as Exhibit 99.6
(incorporated by reference to the Company's Form 10SB12G).
On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements are subject to Bankruptcy Court
approval, which hearing is scheduled for June 6, 2005.
On behalf of eCom, American Capital Holdings has filed the requisite filings to
bring eCom current. The accession number for eCom's February 28, 2005 Form 10-
QSB is 0001000459-00-000000. eCom's file number is 000-23617.
21
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000001 stating that the Board of Directors of each spin-off
company authorized a 100 to 1 reverse split of the outstanding 49,955,112
shares of the following spin-off companies:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005.
The Record Date for each company is May 27, 2005, and each company's transfer
agent has been instructed to issue and mail all share certificates to the
shareholders of record as of May 27, 2005.
- ---- end of May 31, 2005 8-K ----
On June 2, 2005, eCom eCom.com Inc. filed form 8-K, accession number
0001000459-05-000002 stating:
In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today, June 2,
2005, to each of the below listed former subsidiary companies of eCom to all of
the shareholders as of the record date of May 27, 2005.
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
For mail reference purposes, appended herewith, as Exhibit 99.6 (incorporated
by reference to the Company's Form 10SB12G), is a schedule of each shareholders
last name and the United States Postal Certified Mail Receipt Number of each
shareholder for which one (1) certificate for each of the above referenced
companies was mailed in one(1) United States Postal Certified Mail Envelope.
- ----end of June 2, 2005 8-K----
22
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On June 6, 2005, a second bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman. Two (2) motions were heard with resulting
court approval. One was an Court Order for eCom to retain the legal services of
Kluger, Peretz, Kaplin & Berlin P.L. The second Court order was the approval of
Barney A. Richmond as the new Chief Executive Officer of eCom eCom.com, Inc.
Mr. Richmond has significant experience in corporate and bankruptcy
reorganizations. Judge Friedman's court order included instructions for Mr.
Richmond and Kluger, Peretz to commence with the preparation of a viable plan
of reorganization for eCom and all of the above described spinoff companies,
which process is significantly underway including the completion of the May 31,
2005 audits and preparation of the Form 10 SB for all the above-referenced
spinoff companies. Section 1145 of the United States Bankruptcy Code allows the
Court to use the Exemption of Securities Laws with respect to a qualified
reorganization plan, which the Debtor and aforementioned subsidiary spinoff
companies plan to use, which was discussed during the aforementioned June 6,
2005 Court Hearing.
On July 25, 2005, a third bankruptcy hearing was held in front of the Honorable
Judge Steven Friedman, during which two (2) orders were granted by the court.
The first order granted the Debtor permission to obtain post-petition financing
in the amount of $100,000 from American Capital Holdings, Inc. on the terms and
conditions set forth in the motion. The second order granted authorization for
the Debtor-in-Possession to (I) Provide Electronic Service Upon Equity Security
Holders and (II) Utilize Executive Mail Service for Purposes of Coordinating
and Effectuating Service Upon Equity Security Holders.
A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. On May
31, 2005 several new shareholders of American Capital Holdings invested
$400,000 in eight (8) of the above referenced companies to enable the companies
to pay expenses relating to the initial funding of these companies to achieve
their respective business purposes. This funding will be reflected in each
company's Form 10SB audits and filings. This initial funding is to cover legal,
accounting and other expenses, including due diligence costs related to
proposed forthcoming acquisitions. More funding is planned for each company
from June 1, 2005 through November 30, 2005 in accordance with 506 Reg. D
Private Placement procedures, which will become available only to accredited
investors. Additionally, a plan is being formulated, subject to bankruptcy
court approval, which will provide a 100% payout to all of eCom's outstanding
creditors. The new management is committed to the plan, and believes these
efforts, combined with execution of the new business plans, will not only
recapture the lost shareholder value of eCom, but will enhance future long term
shareholder value as well.
Electronic copies of the May 16, June 6, July 25, 2005, and March 20, 2006
court transcripts and court orders are available on the eCom website,
www.ecomecom.net.
On October 14, 2005 the Board of Directors of the Company held a board meeting
in order to nominate the following persons to serve as officers of the
Corporation Charles Schooley, IV, President and Director, Daniel M. Mills, Vice
President and Director. Mr. Richmond will remain on the Board as Chairman,
23
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Secretary and Director. A second motion was made and passed to remove
Christopher J. Dillon, Linda A. Pellecchia and Barry M. Goldwater, Jr. as
Directors. The Board of Directors also acknowledges and accepts the resignation
of Matthew Salmon.
The Company does not have any off-balance sheet arrangements.
RISK FACTORS. The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING REVENUES. The Company has had no recent revenues or earnings from
operations. The Company will sustain operating expenses without corresponding
revenues. This will result in the Company incurring net operating losses until
the Company can realize profits from the business ventures it intends to
acquire.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend primarily on the success of
the Company's business operations. While the Company intends to try to run
these operations profitably there can be no assurance that the Company will be
successful or profitable.
SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. The Company
intends to profit from the success of implementing its business model. The
Company will require significant capital. If the Company is not able to raise
the funds to provide this capital, or to otherwise locate the required capital
for these businesses, they may never attain profitability.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. The Company's
directors and officers have not entered into written employment agreements with
the Company and they are not expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on its officers and directors.
Notwithstanding the limited time commitment of management, loss of the services
of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations.
CONFLICTS OF INTEREST - GENERAL. Certain conflicts of interest may exist from
time to time between the Company and its officers and directors. They have
other business interests to which they devote their attention, and they will
continue to do so. As a result, conflicts of interest may arise that can be
resolved only through exercise of such judgment as is consistent with the
fiduciary duties of management to the Company.
NO PUBLIC MARKET CURRENTLY EXISTS. There is currently no public market for the
Company's common stock, and it is not expected that any such market will
develop until such time as the Company has filed a Registration Statement under
the Securities Act of 1933 and the Securities and Exchange Commission has
declared that Registration Statement to be effective. There can be no assurance
that a market will in fact develop at any time, or that a shareholder ever will
be able to liquidate his investment without considerable delay. If a market
should develop, the price may be highly volatile. Factors such as those
discussed in the "Risk Factors" section may have a significant impact upon the
market price of the Company's stock.
24
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS:
Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures' ("Disclosure Controls"). This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer/Chairman
("CEO") and Chief Financial Officer ("CFO"). As a result of this review, the
Company adopted guidelines concerning disclosure controls and the establishment
of a disclosure control committee made up of senior management.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS:
The Company's management, including the CEO/CHAIRMAN and CFO, does not expect
that its Disclosure Controls or its 'internal controls and procedures for
financial reporting' ("Internal Controls") will prevent all error and all
fraud. Control system, no matter how well conceived and managed, can provide
only reasonable assurance that the objectives of the control system are met.
The design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgements in decision-making
can be faulty, and that breakdowns can occur because of simple error or
mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not
be detected.
CONCLUSIONS:
Based upon the Controls Evaluation, the CEO/Chairman and CFO have concluded
that, subject to the limitations noted above, the Disclosure Controls are
effective to timely alert management to material information relating to the
Company during the period when its periodic reports are being prepared.
In accordance with SEC requirements, the CEO/Chairman and CFO note that, since
the date of the Controls Evaluation to the date of this Quarterly Report, there
have been no significant changes in Internal Controls or in other factors that
could significantly affect Internal Controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.
25
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. SUBSEQUENT EVENTS.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 31.1 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CEO
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act 0f 2002 by the CFO
Exhibit 32 Section 1350 Certification
(b) Reports on Form 8-K:
None
26
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
By: /s/ Richard C. Turner
Richard C. Turner,
Chief Financial Officer
SIGNATURES AND CERTIFICATIONS
EXHIBIT 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barney A. Richmond, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of AMERICAN
ENVIRONMENTAL, INC.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
27
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: April 15, 2006
/s/ Barney A. Richmond
Barney A. Richmond
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard C. Turner, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of AMERICAN
ENVIRONMENTAL, INC.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
28
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: April 15, 2006
/s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
EXHIBIT 32
CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
CERTIFICATION PURSUANT SECTION 906 OF THE SARBANES-OXLY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Registration Statement of AMERICAN ENVIRONMENTAL, INC.,
a Florida corporation (the "Company"), on Form 10-QSB for the period ending
February 28, 2006 as filed with the Securities and Exchange Commission (the
"Report"), Barney A. Richmond, Chief Executive Officer of the Company and
Richard C. Turner, Chief Financial Officer of the Company, respectively, do
each hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S. C 1350, that to his knowledge:
(1) The Report fully complies with the requirements of section 13 (a) or 15 (d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Barney A. Richmond
Barney A. Richmond
Chief Executive Officer
Date: April 15, 2006
29
AMERICAN ENVIRONMENTAL, INC.
A Development Stage Enterprise
/s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
Date: April 15, 2006
[A signed original of this written statement required by Section 906 has been
provided to AMERICAN ENVIRONMENTAL, INC. and will be retained by AMERICAN
ENVIRONMENTAL, INC. and furnished to the Securities and Exchange Commission or
its staff upon request.]
The Securities and Exchange Commission has not approved or disapproved of this
Form 10-QSB nor has it passed upon its accuracy or adequacy.
30