ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561) 844-5727
February 28, 2005
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: eSecureSoft Company
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, eSecureSoft Company (eSecure)
as a separate company. They voted to issue to their shareholders one share of
eSecure for every one share of eCom owned with a record date to be announced.
No fractional shares will be issued.
The decision to spin-off eSecure was primarily due to eCom changing its
business plan to allow the management of the subsidiary to focus on its
primary market which is dissimilar from its other markets. eSecure's core
business was distribution of digital encryption software products and it
was the Board's view that eSecure's growth has been constrained due to
this company being so dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the
SEC has addressed the Division of Corporation Finance's views regarding
whether the registration requirements of Section 5 of the Securities
Act of 1933 applies to spin-offs. The Division has taken the view that
the subsidiary does not have to register a spin-off under the Securities
Act when it meets certain requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and
the subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held
those securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of eSecure shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit this opinion to
those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561) 844-5727
February 28, 2005
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: A Classified Ad, Inc.
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, A Classified Ad, Inc. (ACA)
as a separate company. They voted to issue to their shareholders one share
of ACA for every one share of eCom owned with a record date to be announced.
No fractional shares will be issued.
The decision to spin-off ACA was primarily due to eCom changing its business
plan to allow the management of the subsidiary to focus on its primary market
which is dissimilar from its other markets. ACA's core business was the
marketing of online classified advertising and it was the Board's view that
ACA's growth has been constrained due to this company being so dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC
has addressed the Division of Corporation Finance's views regarding whether
the registration requirements of Section 5 of the Securities Act of 1933
applies to spin-offs. The Division has taken the view that the subsidiary
does not have to register a spin-off under the Securities Act when it meets
certain requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and the
subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of ACA shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit this opinion to
those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561) 844-5727
December 1, 2003
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: A Super Deal.com, Inc.
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December I, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, A Super Deal.com, Inc. (ASD)
as a separate company. They voted to issue to their shareholders one share of
ASD for every one share of eCom owned with a record date to be announced. No
fractional shares will be issued.
The decision to spin-off ASD was primarily due to eCom changing its business
plan to allow the management of the subsidiary to focus on its primary market
which is dissimilar from its other markets. ASD's core business was the
marketing of guaranteed authentic, hand-signed sports memorabilia and it was
the Board's view that ASD's growth has been constrained due to this company
being so dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies to
spin-offs. The Division has taken the view that the subsidiary does not have to
register a spm-off under the Securities Act when it meets certain requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares:
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and
the subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of ASD shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit this opinion to
those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561) 844-5727
February 28, 2005
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: AAB National Company
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, AAB National Company (AAB) as
a separate company. They voted to issue to their shareholders one share of AAB
for every one share of eCom owned with a record date to be announced. No
fractional shares will be issued.
The decision to spin-off AAB was primarily due to eCom changing its business
plan to allow the management of the subsidiary to focus on its primary market
which is dissimilar from its other markets. AAB's core business was the
marketing of rights to the high school senior football all-star game and it was
the Board's view that AAB's growth has been constrained due to this company
being so dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies to
spin-offs. The Division has taken the view that the subsidiary does not have to
register a spin-off under the Securities Act when it meets certain
requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and the
subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of AAB shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit this opinion to
those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561) 844-5727
February 28, 2005
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: Pro Card Corporation
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries. Pro Card Corporation (Pro
Card) as a separate company. They voted to issue to their shareholders one
share of Pro Card for every one share of eCom owned with a record date to be
announced. No fractional shares will be issued.
The decision to spin-off Pro Card was primarily due to eCom changing its
business plan to allow the management of the subsidiary to focus on its primary
market which is dissimilar from its other markets. Pro Card's core business was
distribution of prepaid telephone card products and it was the Board's view
that Pro Card's growth has been constrained due to this company being so
dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies to
spin-offs. The Division has taken the view that the subsidiary does not have to
register a spin-off under the Securities Act when it meets certain
requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and the
subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spms-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of Pro Card shares to the-shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit this opinion to
those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561) 844-5727
February 28, 2005
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: USA Performance Products, Inc.
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, USA Performance Products,
Inc. (USAPP) as a separate company. They voted to issue to their shareholders
one share of USAPP for ever}' one share of eCom owned with a record date to be
announced. No fractional shares will be issued.
The decision to spin-off USAPP was primarily due to eCom changing its business
plan to allow the management of the subsidiary to focus on its primary market
which is dissimilar from its other markets. USAPP's core business was the
manufacturing and distribution of paintball marker products and it was the
Board's view that USAPP's growth has been constrained due to this company being
so dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies to
spin-offs. The Division has taken the view that the subsidiary does not have to
register a spin-off under the Securities Act when it meets certain
requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and
the subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of USAPP shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit this opinion to
those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561)844-5727
February 28, 2005
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: USAS Digital Inc..
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, USAS Digital Inc. (USASD) as
a separate company. They voted to issue to their shareholders one share of
USASD for every one share of eCom owned with a record date to be announced. No
fractional shares will be issued.
The decision to spin-off USASD was primarily due to eCom changing its business
plan to allow the management of the subsidiary to focus on its primary market
which is dissimilar from its other markets. USASD's core business was
distribution of digital compression software products and it was the Board's
view that USASD's growth has been constrained due to this company being so
dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies to
spin-offs. The Division has taken the view that the subsidiary does not have to
register a spin-off under the Securities Act when it meets certain
requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and the
subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of USASD shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit
this opinion to those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561)844-5727
February 28, 2005
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: Swap and Shop.net.Corp.
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, Swap and Shop.net Corp. (SAS)
as a separate company. They voted to issue to their shareholders one share of
SAS for every one share of eCom owned with a record date to be announced. No
fractional shares will be issued.
The decision to spin-off SAS was primarily due to eCom changing its business
plan to allow the management of the subsidiary to focus on its primary market
which is dissimilar from its other markets. SAS's core business was the
marketing of an online sales distribution system and it was the Board's view
that SAS's growth has been constrained due to this company being so dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies to
spin-offs. The Division has taken the view that the subsidiary does not have to
register a spin-off under the Securities Act when it meets certain
requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and
the subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of SAS shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result/the common shares to be issued pursuant to the spin-off company may
be issued without restriction except for affiliates of eCom furnished you under
separate cover. In the issuing of this opinion, I am aware that FAST, company
shareholders and broker-dealers may rely upon this opinion, and I hereby give
my permission and consent to rely on and exhibit this opinion to those
concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi
ATTORNEY JAMES VOLPI
57 East Blue Heron Boulevard
Riviera Beach, FL 33404
(561) 844-5727
December 17, 2003
Florida Atlantic Stock Transfer, Inc. (FAST)
7130 Nob Hill Road
Tamarac, FL 33321
Re: MyZipSoft, Inc.
Issuance of common shares pursuant to spin-off
Dear Mr. Garcia:
On December 1, 2003, the Board of Directors of eCom eCom.com, Inc. (eCom)
approved the spin-off of one of its subsidiaries, MyZipSoft, Inc. (MZS) as a
separate company. They voted to issue to their shareholders one share of MZS
for every one share of eCom owned with a record date to be announced. No
fractional shares will be issued.
The decision to spin-off MZS was primarily due to eCom changing its business
plan to allow the management of the subsidiary to focus on its primary market
which is dissimilar from its other markets. MZS's core business was digital
image compression software sales and it was the Board's view that MZS's growth
has been constrained due to this company being so dissimilar.
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies
to spin-offs. The Division has taken the view that the subsidiary does not have
to register a spin-off under the Securities Act when it meets certain
requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and
the subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held those
securities for at least two years.
Based on my review of the transaction and ancillary documents and the
representations of management of eCom eCom.com, Inc., I am of the opinion that
the spin-off of MZS shares to the shareholders of eCom meets the above
requirements and does not have to register the spin-off company under the
Securities Act.
As a result, the common shares to be issued pursuant to the spin-off company
may be issued without restriction except for affiliates of eCom furnished you
under separate cover. In the issuing of this opinion, I am aware that FAST,
company shareholders and broker-dealers may rely upon this opinion, and I
hereby give my permission and consent to rely on and exhibit this opinion to
those concerned.
Very truly yours,
/s/ James C. Volpi
James C. Volpi