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, 2005
File Number 000-51417
CIK Number 0001321499
A CLASSIFIED AD, INC.
- ------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 20-1447963
- -------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 VILLAGE SQUARE CROSSING, SUITE 202
PALM BEACH GARDENS, FLORIDA 33410
- ------------------------------------------------------------------------------
(Address of principal executive offices)
(561) 207-6395
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ X ] No [ ]
As of February 28, 2005 the issuer had 49,955,112 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
On March 3, 2005 A Classified Ad, Inc. applied and received: 00089Y 10 9
(attached as Exhibit 99.2)
On March 23, 2005 A Classified Ad, Inc. received CIK Number: 0001321499
(attached as Exhibit 99.4)
A CLASSIFIED AD, INC. Form 10-QSB FEBRUARY 28, 2005
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Independent Accountants' Report . . . . . . . . . . . . . . . . . 3
Balance Sheets
February 28, 2005 and May 31, 2004 . . . . . . . . . . . . . . . 4
Statement of Operations
Three Months Ended February 28, 2005 and For the Period
From March 1, 2004, to February 28, 2004 . . . . . . . . . . . . 5
Statement of Operations
Nine Months Ended February 28, 2005 and For the Period
From March 1, 2004, to February 28, 2004 . . . . . . . . . . . . 6
Statement of Changes in Shareholders' Equity
From March 1, 2004, Through February 28, 2005 . . . . . . . . . 7
Statement of Cash Flows
Nine Months Ended February 28, 2005 and For the Period
From March 1, 2004, to February 28, 2004 . . . . . . . . . . . . 8
Notes to Financial Statements . . . . . . . . . . . . . . . . . 10
ITEM 2 Management's Discussion and Analysis or Plan of Operation . . . . 23
ITEM 3 Controls and Procedures . . . . . . . . . . . . . . . . . . . . . 32
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings . . . . . . . . . . .. . . . . . . . . . . . . 33
ITEM 2 Unregistered Sales Of Equity Securities and Use Of
Proceeds . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 33
ITEM 3 Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . 33
ITEM 4 Submission Of Matters to a Vote Of Security Holders . . . . . . . 33
ITEM 5 Subsequent Events . . . . . . . . . . . . . . . . . . . . . . . . 33
ITEM 6 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
SIGNATURES AND CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . .43
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
Independent Accountants' Report
To the Board of Directors and Stockholders
A Classified Ad, Inc.
Palm Beach Gardens, Florida
We have reviewed the accompanying balance sheet of A Classified Ad, Inc. as of
February 28, 2005 and May 31, 2004, and the related statements of operations,
for three and nine month periods ended February 28, 2005 and for the period from
March 1, 2004, to February 29, 2004, the statement of changes in stockholders'
equity from March 1, 2004 through February 28, 2005, and the statement of cash
flows for the nine month periods ended February 28, 2005 and for the period from
March 1, 2004, to February 29, 2004, in accordance with Statements on Standards
for Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of A Classified Ad, Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order 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
May 13, 2005
3
A CLASSIFIED AD, INC.
BALANCE SHEET
(UNAUDITED)
FEBRUARY 28, 2005 MAY 31, 2004
ASSETS
Current Assets
Cash and Cash Equivalents $ 188 $ -
Prepaid Expense - -
Notes Receivable - -
------------ ------------
Total Current Assets 188 -
------------ ------------
Property & Equipment, Net 1,341 1,589
Other Assets
Intangible Assets, Net 146 156
------------ ------------
Total Other Assets 146 156
------------ ------------
TOTAL ASSETS $ 1,675 $ 1,745
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 2 $ -
Notes Payable 3,270 70
Shareholder Loans 5,150 -
------------ ------------
Total Current Liabilities 8,422 70
------------ ------------
Total Liabilities 8,422 70
------------ ------------
Stockholders' Equity
Common Stock $.0001 par value, 100 million
shares authorized, 49,955,112 shares issued
and outstanding 4,996 4,996
Paid-in-Capital (3,259) (3,259)
Accumulated deficit (8,484) (62)
------------ ------------
Total Stockholders' Equity(Deficit) (6,747) 1,675
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,675 $ 1,745
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
A CLASSIFIED AD, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
FEBRUARY 28, 2005 AND FOR THE PERIOD FROM
MARCH 1, 2004 TO FEBRUARY 29, 2004
(UNAUDITED)
2005 2004
------------ ------------
Revenues
Net Sales $ - $ -
Cost of Sales 247 -
------------ ------------
Gross Profit (247) -
Operating Expenses
General and Administrative 2,156 -
Sales and Marketing - -
Amortization 4
------------ ------------
Total Operating Expenses 2,160 -
------------ ------------
Loss from Operations (2,242) -
------------ ------------
Other Income (Expense)
Discontinued Operations - -
------------ ------------
Net Other Expenses - -
------------ ------------
Net Loss $ (2,242) $ -
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.00) $ (.00)
============ ============
Weighted Average Shares Outstanding 49,955,112 0
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
A CLASSIFIED AD, INC.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2005 AND FOR THE PERIOD FROM
MARCH 1, 2004 TO FEBRUARY 29, 2004
(UNAUDITED)
2005 2004
------------ ------------
Revenues
Net Sales $ - $ -
Cost of Sales 247 -
------------ ------------
Gross Profit (247) -
Operating Expenses
General and Administrative 8,164 -
Sales and Marketing - -
Amortization 11 -
------------ ------------
Total Operating Expenses 8,175 -
------------ ------------
Loss from Operations (8,422) -
Other Income (Expense)
Discontinued Operations - -
------------ ------------
Net Other Expenses - -
------------ ------------
Net Loss $ (8,422) $ -
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.00) $ (.00)
============ ============
Weighted Average Shares Outstanding 49,955,112 0
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
A CLASSIFIED AD, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM INCEPTION, MARCH 1, 2004, THROUGH FEBRUARY 28, 2005
(UNAUDITED)
Number At Par Add'l Retained Total
of Value Paid In Earnings Stockholder
Shares $.0001 Capital (Loss) Equity
----------- -------- --------- ---------- -----------
Balance 0 0 0 0 0
March 1, 2004
Issuance of
Common Stock to
eCom eCom.com Inc. 100 0 1,737 0 1,737
Net Loss - - - (62) (62)
----------- -------- --------- ---------- -----------
Balance,
May 31, 2004 100 0 1,737 (62) 1,675
Cancellation of
Common Stock
by eCom eCom (100) (0) (0) 0 0
Issuance of
Common Stock to
eCom eCom.com Inc.
shareholders 49,955,112 4,996 (4,996) 0 0
Net Loss - - - (8,422) (8,422)
----------- -------- --------- ---------- -----------
Balance,
Feb 28, 2005 49,955,112 4,996 (3,259) (8,484) (6,747)
=========== ======== ========= ========== ===========
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
7
A CLASSIFIED AD, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2005 AND FOR THE PERIOD FROM
MARCH 1, 2004 TO FEBRUARY 29, 2004
(UNAUDITED)
February 28, 2005 February 29, 2004
_______________ ________________
Cash Flows From Operating Activities
Cash received from customers $ - $ -
Cash paid to suppliers of goods
and services (8,162) -
Income Taxes Paid - -
Interest Paid - -
Interest Received - -
_______________ ________________
Net Cash Flows Used in
Operating Activities (8,162) -
_______________ ________________
Cash Flows From Investing Activities
Payment of Intangible Assets - -
_______________ ________________
Net Cash Flows Provided By
(Used In) Investing Activities - -
_______________ ________________
Cash Flows From Financing Activities
Loans from related companies 3,200 -
Loans from stockholders 10,150 -
Payment to stockholders (5,000) -
_______________ _______________
8,350
Net Cash Flows Provided By
Financing Activities -
_______________ ________________
Net Increase / (Decrease) in Cash 188 -
Cash and Cash Equivalents at
Beginning of Period, June 1, 2004 and
March 1, 2004 0 -
_______________ ________________
Cash and Cash Equivalents at
End of Period, Feb 28, 2005 and 2004 $ 188 $ -
=============== ================
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
8
A CLASSIFIED AD, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2005 AND FOR THE PERIOD FROM
MARCH 1, 2004 TO FEBRUARY 29, 2004
(UNAUDITED)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
FEBRUARY 28, 2005 FEBRUARY 29, 2004
_________________ ________________
Net Income (Loss) $ (8,422) $ -
Add items not requiring outlay of cash:
Depreciation and amortization 258 -
Cash was increased by:
Decrease in prepaid assets - -
Increase in accounts payable 2 -
Cash was decreased by:
Increase in inventory - -
Decrease in accounts payable - -
_______________ _________________
Net Cash Flows Used in
Operating Activities $ (8,162) $ -
=============== =================
Supplemental Disclosures
Of Non Cash Investing and
Financing Activities:
- -------------------------
On March 1, 2004, the Company acquired approximately $1,737 in tangible and
intangible assets distributed from eCom eCom.com, Inc. as part of the spin-off
from its Parent Company.
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
9
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS
A Classified Ad, Inc. (the "Company") was incorporated in the State of Florida
on March 1, 2004 as a wholly owned subsidiary of eCom eCom.com,
Inc. ("eCom") which trades on the OTC/Pink Sheets under the symbol 'ECEC.'
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.
On February 6, 1999, the Company acquired the A Classified Ad web site. This
acquisition included the rights to the completed technology, customer lists and
domain name. Included in the purchase of the A Classified Ad web site were the
rights to the Official NP Magazine, a monthly Internet consumer report provided
to subscribers via e-mail.
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
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 A Classified Ad, Inc. 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 advice of SEC Staff Legal Bulletin
No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom. A copy of this press release appended hereto as Exhibit 99.5 Paragraph
two (2) of this release stated the following:
10
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
"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.
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.
11
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
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
parties 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,
an additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
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 8-K 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. 04-34535 BKC-
SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney
A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an
effort to restore the shareholder value lost by approximately 6,000+
12
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
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 $.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 it's $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.
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,
13
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
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 spinoff 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 of 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
Expenses, Legal, Administrative and other business-related expenses. This
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. 04-34535 BKC-SHF. With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance. This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these tasks to eliminate any further
liabilities to eCom shareholders.
14
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
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
A Classified Ad, Inc. 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 the 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 company's forthcoming respective
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 acquisitions.
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
15
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
of the new business plans, not only will recapture the lost shareholder value
of eCom, but will also enhance the viability of future long term shareholder
value as well.
Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 31, 2005. The
shareholder list and Certified Mail numbers are appended hereto as exhibit
99.6.
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 eCom's November 30, 2004 Form 10-QSB
is 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000001 stating 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 & Shop.Net Corp. CIK 0001321510 869894 10 5
16
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
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
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, is a schedule
of each shareholder 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 --
17
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (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
eComeCom.com, Inc. Mr. Richmond has significant experience in corporate and
bankruptcy reorganizations. Judge Friedman's court order included instructions
for Mr. Richmond and Kluger Peretz to commence with the preparation a viable
plan of reorganization for eCom and all of the above described spinoff
companies, which process is significantly underway including the completion of
the May 31, 2005 audits and preparation of the Forms 10-SB for all the above-
referenced spinoff companies.Section 1145 of the United States Bankruptcy Code
allows the Court to use the Exemption of Securities Laws with respect to a
qualified reorganization plan, which the Debtor and aforementioned subsidiary
spinoff companies plan to use, which was discussed during the aforementioned
June 6, 2005 Court Hearing. The above described June 6, 2005 Court Orders are
appended herein as Exhibit 99.7. Electronic copies of the May 16, 2005 and
June 6, 2005 court transcripts are available on the eCom website,
www.ecomecom.net.
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.
CASH
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.
18
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
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
None
NOTE E - PROPERTY AND EQUIPMENT
Equipment is recorded at cost and is being depreciated over its estimated useful
life of seven years. Accumulated depreciation through February 28, 2005 and 2004
is $306 and $0.
Depreciation expense for the six and three month periods is $347 and $82,
respectively, and is included in the cost of sales.
NOTE F - PREPAID EXPENSES
None
NOTE G - INTANGIBLE ASSETS
Management has estimated that the useful life of the intangible asset is five
(5) years. The Company is amortizing the asset using the straight-line method
over that period. Accumulated amortization for the periods ending February 5,
2005 and May 31, 2004 is $14 and $4, respectively. Amortization expense for the
periods ending February 28, 2005 and February 28, 2004 is $4 and $0,
respectively.
NOTE H - OTHER ASSETS
None
19
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
NOTE I - STOCKHOLDER LOANS AND NOTES PAYABLE
The Stockholder loan is a non-interest bearing, non-collateralized loan from a
stockholder and is due on demand.
Note payable is a non-interest, non-collateralized note to a related party.
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, 2005 totals approximately $484.
These carryforwards, which will be available to offset future taxable income,
expire beginning in May 31, 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 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 assets will not be realized.
NOTE L STOCKHOLDERS' EQUITY
The computation of diluted loss per share before extraordinary item for the nine
months ended February 28, 2005 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 before extraordinary items. In
accordance with generally accepted accounting principles, diluted loss per
share from extraordinary item is calculated using the same number of potential
common shares as used in the computation of loss per share before extraordinary
items.
20
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
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: February 28, 2005
--------------
Loss carry forward for tax purposes $ 484
==============
Deferred tax asset (34%) 185
Valuation allowance (185)
--------------
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, 2005 was approximately
$484. 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 has been fully reserved.
NOTE N - RELATED PARTY TRANSACTIONS
The Company has notes payables due to related company entities. eCom eCom.com,
Inc. is owed $70 for funds advanced to the Company for its' operations.
American Capital is owed $5,150. Pro Card Corp. is owed $2,500. Swap and
Shop.net Corp. is owed $700.
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.
21
A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2005
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 remain subject to the
impairment provisions of SFAS No. 121. 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.
22
A CLASSIFIED AD, INC.
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
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 A Classified Ad, Inc. 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 advice of SEC Staff Legal Bulletin
No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom. A copy of this press release appended hereto as Exhibit 99.5 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.'
23
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC"). On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.
On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer
and Barney A. Richmond, Director and President. Based on Mr. Richmond's past
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
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
24
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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,
an additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
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 8-K 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. 04-34535 BKC-
SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney
A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an
effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid. The aforementioned creditors
are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net.
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 $.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 it's $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
25
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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.
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 spinoff 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 honor what was promised to eCom's shareholders. 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 Expenses, Legal, Administrative and other business-
related expenses. This 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.
26
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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. 04-34535 BKC-SHF. With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance. This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these tasks to eliminate any further
liabilities to eCom shareholders.
On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The 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
27
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
A Classified Ad, Inc. 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 the 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 company's forthcoming respective
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 acquisitions.
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. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 31, 2005. The
shareholder list and Certified Mail numbers are appended hereto as exhibit
99.6.
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.
28
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On behalf of eCom, American Capital holdings has filed the requisite filings to
bring eCom current. The accession number eCom's November 30, 2004 Form 10-QSB
is 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000001 stating 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 & 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 --
29
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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
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, is a schedule
of each shareholder 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 --
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
eComeCom.com, Inc. Mr. Richmond has significant experience in corporate and
bankruptcy reorganizations. Judge Friedman's court order included instructions
for Mr. Richmond and Kluger Peretz to commence with the preparation a viable
plan of reorganization for eCom and all of the above described spinoff
companies, which process is significantly underway including the completion of
the May 31, 2005 audits and preparation of the Forms 10-SB for all the above-
referenced spinoff companies.Section 1145 of the United States Bankruptcy Code
allows the Court to use the Exemption of Securities Laws with respect to a
qualified reorganization plan, which the Debtor and aforementioned subsidiary
spinoff companies plan to use, which was discussed during the aforementioned
June 6, 2005 Court Hearing. The above described June 6, 2005 Court Orders are
appended herein as Exhibit 99.7. Electronic copies of the May 16, 2005 and
June 6, 2005 court transcripts are available on the eCom website,
www.ecomecom.net.
The Company does not have any off-balance sheet arrangements.
30
A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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 will be 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 this "Risk Factors" section may have a significant impact upon the
market price of the Company's stock.
31
A CLASSIFIED AD, INC.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS:
Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures'("Disclosure Controls"). This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer/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 judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not
be detected.
CONCLUSIONS:
Based upon the Controls Evaluation, the CEO/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.
32
A CLASSIFIED AD, INC.
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
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
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 A Classified Ad, Inc. 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 advice of SEC Staff Legal Bulletin
No. 4.
33
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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 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.
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
34
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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
parties 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,
an additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
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 8-K 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. 04-34535 BKC-
SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by
35
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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 $.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 it's $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.
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
36
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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 spinoff 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 honor what was promised to eCom's shareholders. 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 Expenses, Legal, Administrative and other business-
related expenses. This 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. 04-34535 BKC-SHF. With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance. This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these tasks to eliminate any further
liabilities to eCom shareholders.
37
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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
A Classified Ad, Inc. 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 the 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 company's forthcoming respective
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 acquisitions.
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.
39
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 31, 2005. The
shareholder list and Certified Mail numbers are appended hereto as exhibit
99.6.
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 eCom's November 30, 2004 Form 10-QSB
is 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000001 stating 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 & Shop.Net Corp. CIK 0001321510 869894 10 5
40
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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
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, is a schedule
of each shareholder 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 --
41
A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (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
eComeCom.com, Inc. Mr. Richmond has significant experience in corporate and
bankruptcy reorganizations. Judge Friedman's court order included instructions
for Mr. Richmond and Kluger Peretz to commence with the preparation a viable
plan of reorganization for eCom and all of the above described spinoff
companies, which process is significantly underway including the completion of
the May 31, 2005 audits and preparation of the Forms 10-SB for all the above-
referenced spinoff companies.Section 1145 of the United States Bankruptcy Code
allows the Court to use the Exemption of Securities Laws with respect to a
qualified reorganization plan, which the Debtor and aforementioned subsidiary
spinoff companies plan to use, which was discussed during the aforementioned
June 6, 2005 Court Hearing. The above described June 6, 2005 Court Orders are
appended herein as Exhibit 99.7. Electronic copies of the May 16, 2005 and
June 6, 2005 court transcripts are available on the eCom website,
www.ecomecom.net.
The Company does not have any off-balance sheet arrangements.
41
A CLASSIFIED AD, INC.
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 CE0 on page 22
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO on page 23
Exhibit 32 Section 1350 Certification on page 24
Exhibit 99.1 eCom eCom.com Inc. Form 10QSB filed April 14, 2004 with the
Securities and Exchange Commission, file number 000-23617,
accession number 0001000459-04-000005. (incorporated by
reference to the Company's Form10SB for the period ended
February 28, 2005)
Exhibit 99.2 CUSIP SERVICE BUREAU, filed by the company on March 3, 2005.
(incorporated by reference to the Company's Form10SB for
the period ended February 28, 2005)
Exhibit 99.3 Annual Report filed February 23, 2005 filed with the Florida
Department of State(incorporated by reference to the
Company's Form10SB for the period ended February 28, 2005)
Exhibit 99.4 Edgar CIK Confirmation, received March 23, 2005(incorporated
by reference to the Company's Form10SB for the period ended
February 28, 2005)
Exhibit 99.5 On March 29, 2004, David Panaia prepared and issued a Press
Release announcing the appointment of Barney A. Richmond as
President of eCom. (incorporated by reference to the
Company's Form 10SB for the period ended February 28, 2005)
Exhibit 99.6 List of Shareholders as of May 31, 2005 who received
spinoff shares and corresponding Certified Mail
numbers of Share Certificates mailed May 31,
2005(incorporated by reference to the Company's Form
10SB)
Exhibit 99.7 Court Orders from Involuntary Bankruptcy Petition of
eComeCom.com, Inc. (incorporated by reference to the
Company's Form 10SB)
42
A CLASSIFIED AD, INC.
(b) Reports on Form 8-K:
None
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.
July 8, 2005 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
July 8, 2005 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 A CLASSIFIED AD, 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;
43
A CLASSIFIED AD, INC.
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: July 8, 2005
/s/ Barney A. Richmond
- --------------------------
Barney A. Richmond
President
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 A CLASSIFIED AD, 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;
44
A CLASSIFIED AD, INC.
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 quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
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: July 8, 2005
/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 TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Registration Statement of A CLASSIFIED AD, INC.,
a Florida corporation (the "Company"), on Form 10-QSB for the period
ending February 28, 2005 as filed with the Securities and Exchange Commission
(the "Report"), Barney A. Richmond, President 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:
45
A CLASSIFIED AD, INC.
(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
President
Date: July 8, 2005
/s/ Richard C. Turner
--------------------------
Richard C. Turner
Chief Financial Officer
Date: July 8, 2005
[A signed original of this written statement required by Section 906 has been
provided to A CLASSIFIED AD, INC. and will be retained by A CLASSIFIED AD, 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.