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 000-51421
SWAP AND SHOP.NET CORP.
(Exact name of small business issuer as specified in its charter)
Florida 20-1449332
(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 9,385,729 shares of common stock,
$.01 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
On March 3, 2005 SWAP AND SHOP.NET CORP. applied and received Cusip Number:
869894 10 5
On March 23, 2005 SWAP AND SHOP.NET CORP. received CIK Number: 1321510
SWAP AND SHOP.NET CORP. 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..............................9
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
SWAP AND SHOP.NET CORP.
Palm Beach Gardens, Florida
We have reviewed the accompanying balance sheets of SWAP AND SHOP.NET CORP.
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 from 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 SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
BALANCE SHEETS
(UNAUDITED)
AUGUST 31,2005 AUGUST 31, 2004
ASSETS ------------- ------------
Current Assets
Cash and Cash Equivalents $ 7,484 $ 10,000
Prepaid Expense 559 9
Notes Receivable 700 -
------------- ------------
Total Current Assets 8,743 10,009
------------- ------------
Property & Equipment, Net
Other Assets
Intangible Assets, Net 49 62
------------- ------------
Total Other Assets 49 62
------------- ------------
TOTAL ASSETS $ 8,792 $ 10,071
============= ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 2,265 $ -
Notes Payable 79 79
Shareholder Loans - 10,000
------------- ------------
Total Current Liabilities 2,344 10,079
------------- ------------
Total Liabilities 2,344 10,079
------------- ------------
Stockholders' Equity
Common Stock $.01 par value, 100 million
Shares authorized, 9,385,729 shares issued
and outstanding 93,857
Common Stock $.01 par value, 100 million
Shares authorized, 499,551 shares issued
and outstanding 4,995
Paid-in-Capital (4,995) (4,995)
Retained Earnings (deficit) (82,414) (8)
------------- ------------
Total Stockholders' Equity (Deficit) 6,448 (8)
------------- ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 8,792 $ 10,071
============= ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
SWAP AND SHOP.NET CORP.
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 46,589 -
Sales and Marketing
Amortization 4 4
------------- ------------
Total Operating Expenses 46,593 4
------------- ------------
Loss from Operations (46,593) (4)
------------- ------------
Net Other Expenses
------------- ------------
Net Loss $ (46,593) $ (4)
============= ============
Basic and Diluted
Net loss Per Common Share $ (.004) $ .00
============= ============
Weighted Average Shares Outstanding 9,385,000 499,551
============= ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
SWAP AND SHOP.NET CORP
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM 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 1 $ 0 $ - $ (4) $ (4)
Cancellation of
Common Stock
by eCom eCom (1) 0 0 0 0
Issuance of
Common Stock to
eCom eCom.com Inc.
shareholders 499,503 4,995 (4,995) 0 0
Net Loss - - - (4) (4)
----------- -------- --------- ---------- -----------
Balance,
August 31, 2005 499,503 4,995 (4,995) (8) (8)
Sale of Common
Stock to
American Capital
Holdings, Inc. 5,000,000 50,000 0 0 50,000
Net Loss
9/1/2004 -5/31/2005 - - - (35,813) (35,813)
Sale of Common
Stock to
American Capital
Holdings, Inc. 3,886,226 38,862 0 0 38,862
Net Loss - - - (46,593) (46,593)
----------- -------- --------- ---------- -----------
Balance,
Aug 31, 2005 9,385,729 $ 93,857 $ (4,995) $ (82,414) $ 6,448
=========== ======== ========= ========== ===========
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
SWAP AND SHOP.NET CORP.
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 (46,026) -
Income Taxes Paid
Interest Paid
Interest Received
Net Cash Flows Used in
Operating Activities (46,026) -
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 from related companies (36,029) -
Proceeds of Loans from stockholders 10,000
Proceeds from sale of Stock 38,862 -
Net Cash Flows Provided By
Financing Activities 2,834 10,000
Net Increase / (Decrease) in Cash (43,192) 10,000
Cash and Cash Equivalents at
Beginning of Period 50,677 -
Cash and Cash Equivalents at
End of Period $ 7,484 $ 10,000
=============== ==============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
7
SWAP AND SHOP.NET CORP.
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) $ (46,593) $ (4)
Add items not requiring outlay of cash:
Depreciation and amortization 4 4
Cash was increased by:
Decrease in prepaid assets
Increase in accounts payable 1,113 -
Cash was decreased by:
Increase in inventory
Decrease in accounts payable
Increase in prepaid assets (550) -
Net Cash Flows Used in
Operating Activities $ (46,026) $ -
=============== ==============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
8
SWAP AND SHOP.NET CORP.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS
SWAP AND SHOP.NET CORP. (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.
On February 12, 1999, eCom Company acquired the rights to the
completed technology, customer lists and domain names for the Swap
and Shop web site and formed a division called Swap and Shop.net Corp.
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 SWAP AND SHOP.NET CORP. 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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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 SWAP AND SHOP.NET CORP. 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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
A Classified Ad., Inc. a related company owes the Company $700.
NOTE D - LOANS RECEIVABLE RELATED PARTIES
None
NOTE E - PROPERTY AND EQUIPMENT
None
NOTE F - PREPAID EXPENSES
The Company has prepaid expense of $559 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 $1,222 and $1,228, respectively.
Amortization expense for the periods ending August 31, 2005 and
August 31, 2004 is $4 and $4, respectively.
NOTE H - OTHER ASSETS
None
18
SWAP AND SHOP.NET CORP.
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 $82,000.
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
SWAP AND SHOP.NET CORP.
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 $ 82,000
================
Deferred tax asset (34%) 27,880
Valuation allowance (27,880)
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 $82,000. These carry-forwards,
which will be available to offset future taxable income, will
expire through the year 2024.
The Company does not believe that the realization of the related
net deferred tax asset meets the criteria required by generally
accepted accounting principles and, accordingly, the deferred
income tax asset arising from such loss carry forward had been
fully reserved.
NOTE N - RELATED PARTY TRANSACTIONS
The Company has notes payables due to related company entities.
eCom eCom.com, Inc. is owed $79 for funds advanced to the Company
for it's operations.
A Classified Ad., Inc. owes the Company $700.
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations with an effective date for financial statements issued
for fiscal years beginning after June 15, 2002. The statement
addresses financial accounting and reporting for obligations
related with the retirement of tangible long-lived assets and the
costs associated with asset retirement. The statement requires the
recognition of retirement obligations which will, therefore,
generally increase liabilities; retirement costs will be added to
the carrying value of long-lived assets, therefore assets will be
increased; and depreciation and accretion expense will be higher in
the later years of an assets life than in earlier years. The
Company adopted SFAS No. 143 at January 1, 2002. The adoption of
SFAS No. 143 had no impact on the Company's operating results or
financial positions.
20
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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 SWAP AND SHOP.NET CORP. 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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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 SWAP AND SHOP.NET CORP. 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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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.
31
SWAP AND SHOP.NET CORP.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)
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 SWAP AND SHOP.NET CORP. 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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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 SWAP AND SHOP.NET CORP. 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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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 000-003617,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 the President of eCom.
(incorporated by reference to 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
SWAP AND SHOP.NET CORP.
(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 SWAP AND
SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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 SWAP AND
SHOP.NET CORP.
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
SWAP AND SHOP.NET CORP.
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 SWAP AND SHOP.NET
CORP., 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
SWAP AND SHOP.NET CORP.
/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 SWAP AND SHOP.NET CORP. and will be
retained by SWAP AND SHOP.NET CORP. 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