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 August 31, 2005
File Number 000-51419
A Super Deal.com, Inc.
(Exact name of small business issuer as specified in its charter)
Florida 20-1449410
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 VILLAGE SQUARE CROSSING, SUITE 202
PALM BEACH GARDENS, FLORIDA 33410
(Address of principle executive offices)
(561) 207-6395
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ ] No [ X ]
As of August 31, 2005 the issuer had 9,756,854 shares of common stock,
$.01 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
On March 3, 2005 A Super Deal.com, Inc. received CUSIP NUMBER: 00210R 10 6
On March 23, 2005 A Super Deal.com, Inc. received CIK Number: 0001321507
A SUPER DEAL.COM, INC. FORM 10-QSB AUGUST 31, 2005
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Independent Accountants' Report............................3
Balance Sheets
August 31, 2005 and 2004..................................4
Statement of Operations
Three Months Ended August 31, 2005 and 2004...............5
Statement of Changes in Stockholders' Equity
May 31, 2004 through August 31, 2005..................... 6
Statement of Cash Flows
Three Months Ended August 31, 2005 and 2004...............7
Notes to Financial Statements..............................
ITEM 2 Management's Discussion and Analysis or Plan of Operation.....22
ITEM 3 Controls and Procedures.......................................30
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings.............................................31
ITEM 2 Unregistered Sales of Equity Securities and Use of
Proceeds......................................................31
ITEM 3 Defaults Upon Senior Securities...............................31
ITEM 4 Submission of Matters to a Vote Of Security Holders ..........31
ITEM 5 Subsequent Events.............................................31
ITEM 6 Exhibits......................................................39
SIGNATURES AND CERTIFICATIONS........................................40
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 Super Deal.com, Inc.
Palm Beach Gardens, Florida
We have reviewed the accompanying balance sheets of A Super Deal.com, Inc.,
as of August 31, 2005 and August 31, 2004, and the related statements of
operations, for three-month periods ended August 31, 2005 and 2004, the
statement of changes in stockholders' equity May 31, 2004 through August 31,
2005, and the statement of cash flows for the three month periods ended
August 31, 2005, and 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 Super Deal.com, 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 U.S. 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, Florida
October 13, 2005
3
A SUPER DEAL.COM, INC.
BALANCE SHEETS
(UNAUDITED)
AUGUST 31,2005 AUGUST 31,2004
ASSETS ----------- ------------
Current Assets
Cash and Cash Equivalents $ 9,684 $ 10,000
Prepaid Expense 550 -
Inventory 32,000 32,000
Notes Receivable 5,000 -
------------- ------------
Total Current Assets 47,234 42,000
------------- ------------
Other Assets
Intangible Assets, Net 49 63
------------- ------------
Total Other Assets 49 63
------------- ------------
TOTAL ASSETS $ 47,283 $ 42,063
============= ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 4,520 $ 2
Notes Payable 70 70
Shareholder Loans
------------- ------------
Total Current Liabilities 4,590 10,072
------------- ------------
Total Liabilities 4,590 10,072
------------- ------------
Stockholders' Equity
Common Stock $.01 par value, 100 million
Shares authorized, 9,756,854 shares issued
and outstanding 97,569
Common Stock $.01 par value, 100 million
Shares authorized, 499,503 shares issued
and outstanding 4,995
Paid-in-Capital 27,005 27,005
Retained Earnings (deficit) (81,881) (10)
------------- ------------
Total Stockholders' Equity (Deficit) 42,693 31,990
------------- ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY$ 47,283 $ 42,062
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
A SUPER DEAL.COM, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2005 AND 2004
(UNAUDITED)
AUGUST 31,2005 AUGUST 31,2004
------------ ------------
Revenues
Net Sales $ - $ -
Cost of Sales
------------- ------------
Gross Profit - -
Operating Expenses
General and Administrative 40,517 2
Sales and Marketing
Amortization 4 4
------------- ------------
Total Operating Expenses 40,521 6
------------- ------------
Loss from Operations (40,521) (6)
------------- ------------
Other Income (Expense)
Discontinued Operations
------------- ------------
Net Other Expenses
------------- ------------
Net Loss $ (40,521) $ (6)
============= ============
Basic and Diluted
Net loss Per Common Share $ (.00) $ (.00)
============= ============
Weighted Average Shares Outstanding 9,756,854 499,503
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
A SUPER DEAL.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
MAY 31, 2004 THROUGH AUGUST 31, 2005
Number At Par Add'l Retained Total
of Value Paid In Earnings Stockholder
Shares $.01 Capital (Deficit) Equity
----------- -------- --------- ---------------------
Balance,
May 31, 2004 499,503 $4,995 $ 27,005 $ (4) $ 31,996
Net Loss - - - (6) (6)
----------- -------- --------- ---------- -----------
Balance
August 31, 2005 499,503 4,995 27,005 (10) 31,990
Sale of
Common Stock to
American Capital
Holdings, Inc. 2,500,000 25,000 0 0 25,000
Net Loss
9/1/04-May 31, 2005 - - - (41,350) (41,350)
Sale of
Common Stock to
American Capital
Holdings, Inc. 6,757,351 67,574 0 0 67,574
Net Loss - - - (40,521) (40,521)
----------- -------- --------- ---------------------
Balance,
Aug 31, 2005 9,756,854 $97,569 $ 27,005 $(81,881) $ 42,693
=========== ======== ========= =====================
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
A SUPER DEAL.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2005 AND 2004
(UNAUDITED)
AUGUST 31,2005 AUGUST 31,2004
Cash Flows From Operating Activities
Cash received from customers $ $
Cash paid to suppliers of goods
and services (37,599) -
Income Taxes Paid
Interest Paid
Interest Received
Net Cash Flows Used in
Operating Activities (37,599) -
Cash Flows From Investing Activities
Payment of Intangible Assets - -
Net Cash Flows Provided By
(Used In) Investing Activities - -
Cash Flows From Financing Activities
Repayment of Loan to related companies(45,718) -
Proceeds from sale of Stock 67,574 -
Proceeds of Loans from stockholders 10,000
Payment to stockholders
Net Cash Flows Provided By
Financing Activities 21,856 10,000
Net Increase / (Decrease) in Cash (15,742) 10,000
Cash and Cash Equivalents at
Beginning of Period 25,427 -
Cash and Cash Equivalents at
End of Period $ 9,684 $ 10,000
=============== ==============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
7
A SUPER DEAL.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2005 AND 2004
(UNAUDITED)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
AUGUST 31,2005 AUGUST 31,2004
Net Income (Loss) $ (40,521) $ (6)
Add items not requiring outlay of cash:
Depreciation and amortization 4 4
Cash was increased by:
Decrease in prepaid assets
Increase in accounts payable 3,468 2
Cash was decreased by:
Increase in prepaid assets (550) -
Increase in inventory
Decrease in accounts payable
Net Cash Flows Used in
Operating Activities $ (37,599) $ -
============== ==============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
8
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS
A SUPER DEAL.COM, 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 originally traded on the Bulletin Board under the symbol
'ECEC.' Due to reasons stated below, eCom was de-listed from the OTCBB to
the pink sheets, but is taking the necessary steps to be re-listed on the
OTCBB. 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.
A Super Deal.com, Inc. offers a complete line of hand-signed sports
memorabilia and other sports products. On February 3, 2000 this division of
eCom entered into a Stock Exchange Agreement with the shareholders of Star
Dot Marketing, Inc. ("SDMI") to acquire assets of SDMI in exchange for
675,000 shares of our eCom's Common Stock. This sports memorabilia division
was to be operated as A Super Deal.com.
The Spin-Off.
The Company was one of ten (10) wholly owned subsidiaries of eCom, with
varying business plans. In recent years, eCom concluded that it did not have
the financial resources necessary to develop all ten (10) of its business
units collectively. Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided
to spin off its subsidiaries into independent companies in the belief that
independent companies, each with a distinct business, would be better able
to obtain necessary funding and develop their business plans. This belief
was based in part on eCom's experience with potential business partners
which sought involvement with only one of eCom's subsidiaries, rather than
involvement with the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies.
On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc., ("American
Capital"). The Date of Record for the first spin-off, USA SportsNet, Inc.
(later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC
CIK No. 0001288010) was January 5, 2004. The Date of Record for the second
spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK
No. 0001290785) was February 23, 2004. On March 2, 2004, the Board of
Directors of eCom approved the spin off of A SUPER DEAL.COM, 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
advise of SEC Staff Legal Bulletin No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President
of eCom. A Copy of this press release appended hereto as Exhibit 99.5
(incorporated by reference) Paragraph two (2) of this release stated the
following:
9
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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.
10
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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 partied could determine the exact amounts of the then forthcoming
invoices (whose amounts were unknown until received) by the SEC qualified
accounting firm, Wieseneck & Andres, P.A. When these accounting invoices and
other expense invoices were received in early August 2004, Mr. Panaia would
not return telephone calls and would not sign accounting confirmation
requests from American Capital accountants, nor would he sign the necessary
promissory notes.
Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004,
and additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation
letters and further information needed to complete the financial audits were
continually ignored by Mr. Panaia. Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital. eCom
also ignored its responsibilities to its shareholders by not filing
appropriate 8-K's disclosing valid information concerning the status of
eCom, including it's de-listing from the OTCBB, as described below.
Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on
November 22, 2004, Barney A. Richmond resigned as an Officer and Director of
eCom. Mr. Panaia also refused to file an 8K statement regarding Mr.
Richmond's resignation. Being there were no other options available, on
November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-35435 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner,
Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated
in an effort to restore the shareholder value lost by approximately 6,000+
11
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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 $0.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million, which,
without a qualified reorganization plan, could easily shrink further, as
eCom has a negative net worth.
In order to protect its $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American
Capital proceeded with a plan to recapture the lost shareholder value of
eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but
to all of American Capital's shareholders as well. As time went by, the
management of American Capital and eCom Director's Barney A. Richmond and
Richard Turner realized that the CEO of eCom, David Panaia, was not abiding
by his publicly stated agreements to accomplish what was originally set
forth in press releases regarding the previously announced spin-off plan.
Also, it is estimated that over $13.5 million of eCom shares had been traded
based on prior press releases concerning the spin-off announcement. It was
then determined by many of the shareholders that eCom was more than in
financial turmoil and that Mr. Panaia did not have the resources to complete
which he had publicly stated.
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,
12
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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 spin-off companies current with
their SEC qualified accountants and other creditors so that eCom could
continue with it's daily operations.
During the period from late December 2004 thru mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also incurred
considerable additional costs providing continued financial assistance to
all the spin-off companies. These costs included expenses to bring all of
the spin-off companies current with their SEC filings, Federal Tax Returns,
State Income Tax Returns, State Filing Fees, Accounting Expenses, SEC
Auditing process included utilizing American Capital employees, as well as
hiring outside assistance, i.e. additional accountants, tax assistance, and
outside attorneys to expedite the process.
On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin
Board and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB. This de-listing was due to the fact the Company's
auditors had not been paid. Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent". Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the Company.
Due to Mr. Panaia's health-related issues, during the period of January thru
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition in Re: eCom eCom.com, Inc. Case No. 04-35435 BKC-SHF.
With consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries
from eCom shareholders who had bought shares in the public marketplace based
on the past public press release representations of Mr. Panaia, the
management of American Capital and the petitioning creditors had no choice
but to make past promises good beginning with getting the spin-off companies
in full regulatory compliance. This endeavor included the preparation of (a)
thirty (30) 10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC
Registration Statements; (d) twenty six (26) total State and Federal Tax
Returns; (e) ten (10) applications 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.
13
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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 SUPER DEAL.COM, 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 all of the above referenced spin-off companies. To get
the process started for paying expenses relating to the initial funding of
these companies to achieve their respective business purposes, on May
31,2005 several new shareholders invested $400,000 in eight (8) of the above
referenced companies, which will be reflected in each companies forthcoming
respective Form 10SB audits and filings, which is planned to be filed within
the next week. This initial funding is to cover legal, accounting and other
expenses, including due diligence costs related to proposed forthcoming
acquisition. More funding is planned for each company through out the June
1, 2005 thru August 30, 2005 Quarter in accordance with 506 Reg. D Private
Placement procedures, which will become available only to accredited
investors. Additionally, a plan is being formulated, subject to bankruptcy
court approval, which will provide a 100% payout to all of eCom's
outstanding creditors. The new management is committed and believes these
efforts combined with execution of the new
14
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)
business plans, not only will recapture the lost shareholder value of eCom,
but will also enhance the viability of future long term shareholder value as
well.
Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference
in the United States Bankruptcy Court - Southern District of Florida (In Re:
Case No. 04-35435 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a
debtor under Chapter 11, Title 11 of the United States Bankruptcy Code. The
Order included specific instructions for eCom to retain bankruptcy counsel
by June 4, 2005.
Pursuant to SEC Staff Legal Bulletin No. 4, the issuance of all the share
certificates of the above referenced spin-off companies were sent via
certified mail on June 2, 2005 to the shareholders of record as of May 27,
2005. The shareholder list and Certified Mail numbers are appended hereto as
Exhibit 99.6 (incorporated by reference).
On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of
the financing and legal representation agreements are subject to Bankruptcy
Court approval, which hearing is scheduled for June 6, 2005.
On behalf of eCom, American Capital Holdings has filed the requisite filings
to bring eCom current. The accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000001 stating that the Board of Directors of each spin-off
company authorized a 100 to 1 reverse split of the outstanding 49,955,112
shares of the following spin-off companies:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
15
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
For mail reference purposes, appended herewith, as Exhibit 99.6
(incorporated by reference), is a schedule of each shareholders last name
and the United States Postal Certified Mail Receipt Number of each
shareholder for which one (1) certificate for each of the above referenced
companies was mailed in one(1) United States Postal Certified Mail Envelope.
- ----end of June2, 2005 8-K----
16
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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 eCom eCom.com, Inc. Mr. Richmond has significant experience in
corporate and bankruptcy reorganizations. Judge Friedman's court order
included instructions for Mr. Richmond and Kluger, Peretz to commence with
the preparation of a viable plan of reorganization for eCom and all of the
above described spinoff companies, which process is significantly underway
including the completion of the May 31, 2005 audits and preparation of the
Form 10 SB for all the above-referenced spinoff companies. Section 1145 of
the United States Bankruptcy Code allows the Court to use the Exemption of
Securities Laws with respect to a qualified reorganization plan, which the
Debtor and aforementioned subsidiary spinoff companies plan to use, which
was discussed during the aforementioned June 6, 2005 Court Hearing. The
above described June 6, 2005 Court Orders are appended herein as Exhibit
99.7 (incorporated by reference). 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
established an allowance for doubtful accounts for uncollectible amounts.
17
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
USA Performance Products a related company owes the $5,000 as of August 31,
2005
NOTE E - PROPERTY AND EQUIPMENT
None
NOTE F - PREPAID EXPENSES
The Company has prepaid expenses of $550 to Florida Atlantic Stock Transfer
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
August 31,
2005 and May 31, 2005 is $4 and $18, respectively. Amortization expense for
the periods ending August 31, 2005 and August 31, 2004 is $4 and $4,
respectively.
NOTE H - INVENTORY
Inventories are valued at the lower of cost (first-in, first-out) or market.
18
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE I - STOCKHOLDER LOANS AND NOTES PAYABLE
The Stockholder loan at August 31, 2004 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 August 31, 2005 totals approximately
$81,800. These carry forwards, 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 asset will not be realized.
NOTE L - STOCKHOLDERS' EQUITY
The computation of diluted loss per share before extraordinary item for the
three months ended August 31, 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.
19
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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: AUGUST 31, 2005
Loss carry forward for tax purposes $ 81,800
================
Deferred tax asset (34%) 27,812
Valuation allowance (27,812)
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 August 31, 2005 was approximately
$81,800. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2024.
The Company does not believe that the realization of the related net
deferred tax asset meets the criteria required by generally accepted
accounting principles and, accordingly, the deferred income tax asset
arising from such loss carry forward had been fully reserved.
NOTE N - RELATED PARTY TRANSACTIONS
The Company has notes payables due to related company entities. eCom
eCom.com, Inc. is owed $70 for funds advanced to the Company for it's
operations.
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.
20
A SUPER DEAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets and is effective for financial statements issued for
fiscal years beginning January 1, 2002. This statement addresses financial
accounting and reporting for the impairment or the disposal of long-lived
asset. An impairment loss is recognized if the carrying amount of a
long-lived group exceeds the sum of the undiscounted cash flow expected to
result from the use and eventual disposition of the asset group. Long-lived
assets should be tested at least annually or whenever changes in
circumstances indicate that its carrying amount may not be recoverable. This
statement does not apply to goodwill and intangible assets that are not
amortized. The Company adapted SFAS No. 144 in the first quarter of 2002.
The adoption of SFAS No. 144 had no impact on the Company's operating
results or financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections" ("SFAS No. 145). SFAS No. 145 eliminates the
requirement to classify gains and losses from the extinguishment of
indebtedness as extraordinary, requires certain lease modifications to be
treated the same as a sale-leaseback transaction, and makes other
non-substantive technical corrections to existing pronouncements. SFAS No.
145 is effective for fiscal years beginning after May 15, 2002. SFAS No. 145
was adopted on June 1, 2003 and did not have a material effect on the
Company's financial position or results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" and is effective for
financial instruments entered into after May 31, 2003. This Statement
establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability
because that financial instrument embodies an obligation of the issuer. The
Company has adopted SFAS No. 150 and the adoption has had no impact on the
Company's operating results or financial position.
Goodwill and intangible assets acquired prior to July 1, 2001 will continue
to be amortized and tested for impairment in accordance with pre- SFAS No.
142 requirements until adoption of SFAS No. 142. Under the provision of SFAS
No. 142, intangible assets with definite useful lives will be amortized to
their estimated residual values over those estimated useful lives in
proportion to the economic benefits consumed. Such intangible assets with
indefinite useful lives will be tested for impairment annually in lieu of
being amortized. The impact of adopting SFAS Nos. 141 and 142 will not cause
a material change in the Company's consolidated financial statements as of
the date of this report.
21
A SUPER DEAL.COM, 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 of
eCom's ten (10) operating subsidiary companies.
On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc., ("American
Capital"). The Date of Record for the first spin-off, USA SportsNet, Inc.
(later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC
CIK No. 0001288010) was January 5, 2004. The Date of Record for the second
spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK
No. 0001290785) was February 23, 2004. On March 2, 2004, the Board of
Directors of eCom approved the spin off of A SUPER DEAL.COM, 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
advise of SEC Staff Legal Bulletin No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President
of eCom. A Copy of this press release appended hereto as Exhibit 99.5
(incorporated by reference) 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.
22
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and
Treasurer and Barney A. Richmond, Director and President. Based on Mr.
Richmond's past restructuring experience, the new Board of Directors
re-adopted the December 1, 2003 spin-off plan, pursuant to SEC Staff Legal
Bulletin No. 4, for the remaining subsidiaries of eCom. The plan was to
create individual public corporations, and take whatever actions necessary
to complete the process of enhancing shareholder value, including
acquisitions and/or mergers.
The individual companies are listed below:
USA Performance Products, Inc. FL Corp. No. P98000006586 Fed. ID. 65-0812050
eSecureSoft, Company FL Corp. No. P03000138385 Fed. ID. 20-1068608
USAS Digital, Inc. FL Corp. No. P03000147667 Fed. ID. 20-1069232
Pro Card Corporation FL Corp. No. P04000015631 Fed. ID. 20-1442373
AAB National Company FL Corp. No. P04000019818 Fed. ID. 20-1442771
A Classified Ad, Inc. FL Corp. No. P04000038403 Fed. ID. 20-1447963
A Super Deal.com, Inc. FL Corp. No. P04000040174 Fed. ID. 20-1449410
Swap and Shop.net Corp. FL Corp. No. P04000040176 Fed. ID. 20-1449332
The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full. Notwithstanding, contrary to what board
members Richard Turner and Barney A. Richmond had been previously advised by
Chairman Panaia, eCom was not able to pay FAST the amounts required to send
out the stock certificates to the shareholders, and accordingly, the shares
were not issued as stated.
Since late June 2004, American Capital Holdings, Inc. has been inundated
with hundreds of telephone calls from eCom shareholders, requesting delivery
of their promised spin-off shares. Numerous shareholders have made demands
to be sent their promised shares, many of them threatening legal action
against eCom and all of the above described spin-offs, which possibly might
have created contingent liabilities for all the shareholders of eCom.
Because of the aforementioned financial difficulties, eCom's telephone lines
were disconnected. eCom's shareholders contacted American Capital Holdings,
Inc. in an effort to garner information on the status of their situation.
In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to
sign promissory notes for the loans provided by American Capital as soon as
all partied could determine the exact amounts of the then forthcoming
invoices (whose amounts were unknown until received) by the SEC qualified
accounting firm, Wieseneck & Andres, P.A. When these accounting invoices and
other expense invoices were received in early August 2004, Mr. Panaia would
not return telephone calls and would not sign accounting confirmation
requests from American Capital accountants, nor would he sign the necessary
promissory notes.
23
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004,
and additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation
letters and further information needed to complete the financial audits were
continually ignored by Mr. Panaia. Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital. eCom
also ignored its responsibilities to its shareholders by not filing
appropriate 8-K's disclosing valid information concerning the status of
eCom, including it's de-listing from the OTCBB, as described below.
Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on
November 22, 2004, Barney A. Richmond resigned as an Officer and Director of
eCom. Mr. Panaia also refused to file an 8K statement regarding Mr.
Richmond's resignation. Being there were no other options available, on
November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-35435 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner,
Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated
in an effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and
all other creditors/vendors who have not been paid. The aforementioned
creditors are owed in excess of $1 million dollars. A copy of the June 2,
2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on
the eCom's website, www.ecomecom.net.
In 1999, eCom reached record trading volume and a historical high share
price of $21.50, with a resulting market capitalization of around $250
million. Since
1999, eCom has been in a state of steady decline. When eCom was unable to
pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is
further detailed below. Currently eCom is thinly traded on the Pink Sheets,
with a 52-week high of $0.23, and an ask price of $0.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million, which,
without a qualified reorganization plan, could easily shrink further, as
eCom has a negative net worth.
In order to protect its $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American
Capital proceeded with a plan to recapture the lost shareholder value of
eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but
to all of American Capital's shareholders as well. As time went by, the
management of American Capital and eCom Director's Barney A. Richmond and
Richard Turner realized that the CEO of eCom, David Panaia, was not abiding
by his publicly
24
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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 spin-off companies current with
their SEC qualified accountants and other creditors so that eCom could
continue with it's daily operations.
During the period from late December 2004 thru mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also incurred
considerable additional costs providing continued financial assistance to
all the spin-off companies. These costs included expenses to bring all of
the spin-off companies current with their SEC filings, Federal Tax Returns,
State Income Tax Returns, State Filing Fees, Accounting Expenses, SEC
Auditing process included utilizing American Capital employees, as well as
hiring outside assistance, i.e. additional accountants, tax assistance, and
outside attorneys to expedite the process.
On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin
Board and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB. This de-listing was due to the fact the Company's
auditors had not been paid. Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent". Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the Company.
Due to Mr. Panaia's health-related issues, during the period of January thru
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition in Re: eCom eCom.com, Inc. Case No. 04-35435 BKC-SHF.
With consideration to Mr. Panaia's declining health, all of the petitioning
creditors
25
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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 A SUPER DEAL.COM, 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.
26
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for all of the above referenced spin-off companies. To get
the process started for paying expenses relating to the initial funding of
these companies to achieve their respective business purposes, on May
31,2005 several new shareholders invested $400,000 in eight (8) of the above
referenced companies, which will be reflected in each companies forthcoming
respective Form 10SB audits and filings, which is planned to be filed within
the next week. This initial funding is to cover legal, accounting and other
expenses, including due diligence costs related to proposed forthcoming
acquisition. More funding is planned for each company through out the June
1, 2005 thru August 30, 2005 Quarter in accordance with 506 Reg. D Private
Placement procedures, which will become available only to accredited
investors. Additionally, a plan is being formulated, subject to bankruptcy
court approval, which will provide a 100% payout to all of eCom's
outstanding creditors. The new management is committed and believes these
efforts combined with execution of the new business plans, not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well.
Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.
On May 16, 2005, eCom and its creditors attended the first status conference
in the United States Bankruptcy Court - Southern District of Florida (In Re:
Case No. 04-35435 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a
debtor under Chapter 11, Title 11 of the United States Bankruptcy Code. The
Order included specific instructions for eCom to retain bankruptcy counsel
by June 4, 2005.
Pursuant to SEC Staff Legal Bulletin No. 4, the issuance of all the share
certificates of the above referenced spin-off companies were sent via
certified mail on June 2, 2005 to the shareholders of record as of May 27,
2005. The shareholder list and Certified Mail numbers are appended hereto as
Exhibit 99.6 (incorporated by reference).
On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of
the financing and legal representation agreements are subject to Bankruptcy
Court approval, which hearing is scheduled for June 6, 2005.
On behalf of eCom, American Capital Holdings has filed the requisite filings
to bring eCom current. The accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.
27
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000001 stating that the Board of Directors of each spin-off
company authorized a 100 to 1 reverse split of the outstanding 49,955,112
shares of the following spin-off companies:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005.
The Record Date for each company is May 27, 2005, and each company's
transfer agent has been instructed to issue and mail all share certificates
to the shareholders of record as of May 27, 2005.
- ---- end of May 31, 2005 8-K ----
On June 2, 2005, eCom eCom.com Inc. filed form 8-K, accession number
0001000459-05-000002 stating:
In accordance with the terms set forth in the May 27, 2005 eCom eCom.com,
Inc. SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common
share certificates of the below listed spinoff companies were sent via
United States Postal First Class Certified Mail (Return Receipt Requested)
today, June 2, 2005, to each of the below listed former subsidiary companies
of eCom to all of the shareholders as of the record date of May 27, 2005.
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
For mail reference purposes, appended herewith, as Exhibit 99.6
(incorporated by reference), is a schedule of each shareholders last name
and the United States Postal Certified Mail Receipt Number of each
shareholder for which one (1) certificate for each of the above referenced
companies was mailed in one(1) United States Postal Certified Mail Envelope.
- ----end of June2, 2005 8-K----
28
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
On June 6, 2005, a second bankruptcy status conference was held in front of
the Honorable Judge Steven Friedman. Two (2) motions were heard with
resulting court approval. One was an Court Order for eCom to retain the
legal services of Kluger, Peretz, Kaplin & Berlin P.L. The second Court
order was the approval of Barney A. Richmond as the new Chief Executive
Officer of eCom eCom.com, Inc. Mr. Richmond has significant experience in
corporate and bankruptcy reorganizations. Judge Friedman's court order
included instructions for Mr. Richmond and Kluger, Peretz to commence with
the preparation of a viable plan of reorganization for eCom and all of the
above described spinoff companies, which process is significantly underway
including the completion of the May 31, 2005 audits and preparation of the
Form 10 SB for all the above-referenced spinoff companies. Section 1145 of
the United States Bankruptcy Code allows the Court to use the Exemption of
Securities Laws with respect to a qualified reorganization plan, which the
Debtor and aforementioned subsidiary spinoff companies plan to use, which
was discussed during the aforementioned June 6, 2005 Court Hearing. The
above described June 6, 2005 Court Orders are appended herein as Exhibit
99.7 (incorporated by reference). 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.
RISK FACTORS. The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING REVENUES. The Company has had no recent revenues or earnings
from operations. The Company will sustain operating expenses without
corresponding revenues. This will result in the Company incurring net
operating losses until the Company can realize profits from the business
ventures it intends to acquire.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend primarily on the success of
the Company's business operations. While the Company intends to try to run
these operations profitably there can be no assurance that the Company will
be successful or profitable.
SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. The
Company intends to profit from the success of implementing its business
model. The Company will require significant capital. If the Company is not
able to raise the funds to provide this capital, or to otherwise locate the
required capital for these businesses, they may never attain profitability.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. The Company's
directors and officers have not entered into written employment agreements
with the Company and they are not expected to do so in the foreseeable
future. The Company has not obtained key man life insurance on its officers
and directors. Notwithstanding the limited time commitment of management,
loss of the services of these individuals would adversely affect development
of the Company's business and its likelihood of continuing operations.
29
A SUPER DEAL.COM, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
CONFLICTS OF INTEREST - GENERAL. Certain conflicts of interest may exist
from time to time between the Company and its officers and directors. They
have other business interests to which they devote their attention, and they
will continue to do so. As a result, conflicts of interest may arise that
can be resolved only through exercise of such judgment as is consistent with
the fiduciary duties of management to the Company.
NO PUBLIC MARKET CURRENTLY EXISTS. There is currently no public market for
the Company's common stock, and it is not expected that any such market will
develop until such time as the Company has filed a Registration Statement
under the Securities Act of 1933 and the Securities and Exchange Commission
has declared that Registration Statement to be effective. There can be no
assurance that a market will in fact develop at any time, or that a
shareholder ever will be able to liquidate his investment without
considerable delay. If a market should develop, the price may be highly
volatile. Factors such as those discussed in the "Risk Factors" section may
have a significant impact upon the market price of the Company's stock.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS:
Within the 90 days prior to the date of this Quarterly Report on Form
10-QSB, the Company evaluated the effectiveness of the design and operation
of its 'disclosure controls and procedures' ("Disclosure Controls"). This
'evaluation' ("Controls Evaluation") was done under the supervision and with
the participation of management, including the Chief Executive
Officer/Chairman ("CEO") and Chief Financial Officer ("CFO"). As a result of
this review, the Company adopted guidelines concerning disclosure controls
and the establishment of a disclosure control committee made up of senior
management.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS:
The Company's management, including the CEO/CHAIRMAN and CFO, does not
expect that its Disclosure Controls or its 'internal controls and procedures
for financial reporting' ("Internal Controls") will prevent all error and
all fraud. Control system, no matter how well conceived and managed, can
provide only reasonable assurance that the objectives of the control system
are met. The design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgements
in decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of
the control. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become
inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error
or fraud may occur and not be detected.
30
A SUPER DEAL.COM, INC.
ITEM 3. CONTROLS AND PROCEDURES (CONTINUED)
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.
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 of
eCom's ten (10) operating subsidiary companies.
On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc., ("American
31
A SUPER DEAL.COM, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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 SUPER DEAL.COM, 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
advise of SEC Staff Legal Bulletin No. 4.
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President
of eCom. A Copy of this press release appended hereto as Exhibit 99.5
(incorporated by reference)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
32
A SUPER DEAL.COM, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full. Notwithstanding, contrary to what board
members Richard Turner and Barney A. Richmond had been previously advised by
Chairman Panaia, eCom was not able to pay FAST the amounts required to send
out the stock certificates to the shareholders, and accordingly, the shares
were not issued as stated.
Since late June 2004, American Capital Holdings, Inc. has been inundated
with hundreds of telephone calls from eCom shareholders, requesting delivery
of their promised spin-off shares. Numerous shareholders have made demands
to be sent their promised shares, many of them threatening legal action
against eCom and all of the above described spin-offs, which possibly might
have created contingent liabilities for all the shareholders of eCom.
Because of the aforementioned financial difficulties, eCom's telephone lines
were disconnected. eCom's shareholders contacted American Capital Holdings,
Inc. in an effort to garner information on the status of their situation.
In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to
sign promissory notes for the loans provided by American Capital as soon as
all partied could determine the exact amounts of the then forthcoming
invoices (whose amounts were unknown until received) by the SEC qualified
accounting firm, Wieseneck & Andres, P.A. When these accounting invoices and
other expense invoices were received in early August 2004, Mr. Panaia would
not return telephone calls and would not sign accounting confirmation
requests from American Capital accountants, nor would he sign the necessary
promissory notes.
Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004,
and additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation
letters and further information needed to complete the financial audits were
continually ignored by Mr. Panaia. Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital. eCom
also ignored its responsibilities to its shareholders by not filing
appropriate 8-K's disclosing valid information concerning the status of
eCom, including it's de-listing from the OTCBB, as described below.
Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on
November 22, 2004, Barney A. Richmond resigned as an Officer and Director of
eCom. Mr. Panaia also refused to file an 8K statement regarding Mr.
Richmond's resignation. Being there were no other options available, on
November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
33
A SUPER DEAL.COM, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
States Southern District Bankruptcy Court (In Re: Case No. 04-35435 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner,
Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated
in an effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and
all other creditors/vendors who have not been paid. The aforementioned
creditors are owed in excess of $1 million dollars. A copy of the June 2,
2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on
the eCom's website, www.ecomecom.net.
In 1999, eCom reached record trading volume and a historical high share
price of $21.50, with a resulting market capitalization of around $250
million. Since
1999, eCom has been in a state of steady decline. When eCom was unable to
pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is
further detailed below. Currently eCom is thinly traded on the Pink Sheets,
with a 52-week high of $0.23, and an ask price of $0.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million, which,
without a qualified reorganization plan, could easily shrink further, as
eCom has a negative net worth.
In order to protect its $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American
Capital proceeded with a plan to recapture the lost shareholder value of
eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but
to all of American Capital's shareholders as well. As time went by, the
management of American Capital and eCom Director's Barney A. Richmond and
Richard Turner realized that the CEO of eCom, David Panaia, was not abiding
by his publicly
stated agreements to accomplish what was originally set forth in press
releases regarding the previously announced spin-off plan. Also, it is
estimated that over $13.5 million of eCom shares had been traded based on
prior press releases concerning the spin-off announcement. It was then
determined by many of the shareholders that eCom was more than in financial
turmoil and that Mr. Panaia did not have the resources to complete which he
had publicly stated.
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
34
A SUPER DEAL.COM, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
eCom. Additionally, American Capital has been forced to continue this
financial assistance to bring all of the spin-off companies current with
their SEC qualified accountants and other creditors so that eCom could
continue with it's daily operations.
During the period from late December 2004 thru mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also incurred
considerable additional costs providing continued financial assistance to
all the spin-off companies. These costs included expenses to bring all of
the spin-off companies current with their SEC filings, Federal Tax Returns,
State Income Tax Returns, State Filing Fees, Accounting Expenses, SEC
Auditing process included utilizing American Capital employees, as well as
hiring outside assistance, i.e. additional accountants, tax assistance, and
outside attorneys to expedite the process.
On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin
Board and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB. This de-listing was due to the fact the Company's
auditors had not been paid. Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent". Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the Company.
Due to Mr. Panaia's health-related issues, during the period of January thru
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition in Re: eCom eCom.com, Inc. Case No. 04-35435 BKC-SHF.
With consideration to Mr. Panaia's declining health, all of the petitioning
creditors
voluntarily consented to these extensions. Notwithstanding these voluntary
extensions, and due to the extensive ongoing telephone inquiries from eCom
shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make
past promises good beginning with getting the spin-off companies in full
regulatory compliance. This endeavor included the preparation of (a) thirty
(30) 10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications 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
35
A SUPER DEAL.COM, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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 SUPER DEAL.COM, 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 all of the above referenced spin-off companies. To get
the process started for paying expenses relating to the initial funding of
these companies to achieve their respective business purposes, on May
31,2005 several new shareholders invested $400,000 in eight (8) of the above
referenced companies, which will be reflected in each companies forthcoming
respective Form 10SB audits and filings, which is planned to be filed within
the next week. This initial funding is to cover legal, accounting and other
expenses, including due diligence costs related to proposed forthcoming
acquisition. More funding is planned for each company through out the June
1, 2005 thru August 30, 2005 Quarter in accordance with 506 Reg. D Private
Placement procedures, which will become available only to accredited
investors. Additionally, a plan is being formulated, subject to bankruptcy
court approval, which will provide a 100% payout to all of eCom's
outstanding creditors. The new management is committed and believes these
efforts combined with execution of the new business plans, not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well.
Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.
36
A SUPER DEAL.COM, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
On May 16, 2005, eCom and its creditors attended the first status conference
in the United States Bankruptcy Court - Southern District of Florida (In Re:
Case No. 04-35435 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a
debtor under Chapter 11, Title 11 of the United States Bankruptcy Code. The
Order included specific instructions for eCom to retain bankruptcy counsel
by June 4, 2005.
Pursuant to SEC Staff Legal Bulletin No. 4, the issuance of all the share
certificates of the above referenced spin-off companies were sent via
certified mail on June 2, 2005 to the shareholders of record as of May 27,
2005. The shareholder list and Certified Mail numbers are appended hereto as
Exhibit 99.6 (incorporated by reference).
On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of
the financing and legal representation agreements are subject to Bankruptcy
Court approval, which hearing is scheduled for June 6, 2005.
On behalf of eCom, American Capital Holdings has filed the requisite filings
to bring eCom current. The accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.
On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000001 stating that the Board of Directors of each spin-off
company authorized a 100 to 1 reverse split of the outstanding 49,955,112
shares of the following spin-off companies:
Name of SEC/EDGAR Standard & Poor's
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005.
The Record Date for each company is May 27, 2005, and each company's
transfer agent has been instructed to issue and mail all share certificates
to the shareholders of record as of May 27, 2005.
- ---- end of May 31, 2005 8-K ----
37
A SUPER DEAL.COM, INC.
ITEM 5. SUBSEQUENT EVENTS (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
Spin-off Company CIK No. Cusip No.
USA Performance Products, Inc. CIK 0001321509 90341L 10 2
eSecureSoft, Company CIK 0001321511 296423 10 6
USAS Digital, Inc. CIK 0001321508 90341K 10 4
Pro Card Corporation CIK 0001321500 74270Q 10 0
AAB National Company CIK 0001321506 000303 10 7
A Classified Ad, Inc. CIK 0001321499 00089Y 10 9
A Super Deal.com, Inc. CIK 0001321507 00210R 10 6
Swap and Shop.net Corp. CIK 0001321510 869894 10 5
For mail reference purposes, appended herewith, as Exhibit 99.6
(incorporated by reference), is a schedule of each shareholders last name
and the United States Postal Certified Mail Receipt Number of each
shareholder for which one (1) certificate for each of the above referenced
companies was mailed in one(1) United States Postal Certified Mail Envelope.
- ----end of June2, 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 eCom eCom.com, Inc. Mr. Richmond has significant experience in
corporate and bankruptcy reorganizations. Judge Friedman's court order
included instructions for Mr. Richmond and Kluger, Peretz to commence with
the preparation of a viable plan of reorganization for eCom and all of the
above described spinoff companies, which process is significantly underway
including the completion of the May 31, 2005 audits and preparation of the
Form 10 SB for all the above-referenced spinoff companies. Section 1145 of
the United States Bankruptcy Code allows the Court to use the Exemption of
Securities Laws with respect to a qualified reorganization plan, which the
Debtor and aforementioned subsidiary spinoff companies plan to use, which
was discussed during the aforementioned June 6, 2005 Court Hearing. The
above described June 6, 2005 Court Orders are appended herein as Exhibit
99.7 (incorporated by reference). 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.
38
A SUPER DEAL.COM, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 31.1 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CEO
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act 0f 2002 by the CFO
Exhibit 32 Section 1350 Certification
Exhibit 99.1 eCom eCom.com, Inc. Form 10 QSB 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 Form 10QSB)
Exhibit 99.2 CUSIP SERVICE BUREAU, filed by the Company on
March 3, 2005. (incorporated by reference to the
Company's Form 10QSB)
Exhibit 99.3 Annual Report filed February 23, 2005 filed with the
Florida Department of State (incorporated by
reference to the Company's Form 10QSB)
Exhibit 99.4 Edgar CIK Confirmation, received March 23, 2005
(incorporated by reference to the Company's Form 10QSB)
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 10QSB)
Exhibit 99.6 List of Shareholders as of May 27, 2005 who received
Spinoff shares and corresponding Certified Mail
numbers of Share Certificates mailed June 2, 2005
(incorporated by reference to the Company's Form 10QSB)
Exhibit 99.7 Court Orders from Involuntary Bankruptcy Petition of
eCom eCom.com, Inc. (incorporated by reference to the
Company's Form 10QSB)
Exhibit 99.8 American Capital Holdings, Inc. Corporate Resolution
39
A SUPER DEAL.COM, 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.
October 13, 2005 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
October 13, 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 SUPER DEAL.COM,
INC.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within
the company, particularly during the period in which this report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
40
A SUPER DEAL.COM, INC.
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: October 13, 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 SUPER DEAL.COM,
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; 41
A SUPER DEAL.COM, 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: October 13, 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 SECTION 906 OF THE SARBANES-OXLY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Registration Statement of A SUPER DEAL.COM, INC., a
Florida corporation (the "Company"), on Form 10-QSB for the period ending
August 31, 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:
(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: October 13, 2005
42
A SUPER DEAL.COM, INC.
/s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
Date: October 13, 2005
[A signed original of this written statement required by Section 906 has
been provided to A SUPER DEAL.COM, INC. and will be retained by A SUPER
DEAL.COM, 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.
43