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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
AMENDMENT NO. 1
Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: May 31, 1999
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Commission File Number 33-96638-A
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eCom eCom.com, Inc.
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(Name of Small Business Issuer as specified in its charter)
Florida 65-0538051
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8125 Monetary Drive, Suite H4
Riviera Beach, Florida 33404
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (561) 622-4395
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. __
Registrant's revenues for its most recent fiscal year were $288,613.
As of May 31, 1999, there were 12,883,600 shares of the registrant's $.0001
par value common stock issued and 12,883,600 shares outstanding.
Transitional Small Business Disclosure Format Used (Check one) Yes No X
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ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) Index to financial statements and financial statement schedules
The audited balance sheet of the Company for its years ended May 31, 1999
and 1998 and related statements of operations, stockholders' equity and cash
flows for the years ended May 31, 1999 and 1998 follow in sequentially
numbered pages numbered F-1 through F-12. The page numbers for the financial
statement categories are as follows:
Page Description
F-1 Table of Contents
F-2 Report of Independent Auditors - May 31, 1999 and 1998
F-3 Balance Sheets as of May 31, 1999 and 1998
F-4 Statements of Operations for the Years Ended May 31, 1999 and 1998
F-5 Statement of Stockholders' Equity for the Years Ended May 31, 1999
and 1998
F-6 Statements of Cash Flows for the Years Ended May 31, 1999 and 1998
F-7 Notes to Financial Statements
(b) 8-K Reports
On January 28, 1999 a Form 8-K was filed with the Securities and Exchange
Commission reporting our name change.
On May 26, 1999 a Form 8-K was filed with the Securities and Exchange
Commission reporting the agreement with Swartz Private Equity, LLC.
(c) Exhibits:
Exhibit
Number Description Location
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3.1 Articles of Incorporation Incorporated by reference to the
Company's registration statement
on Form 10SB-1, No. 33-96638-A
filed on September 6, 1995
3.2 By-laws Incorporated by reference to the
Company's registration statement
on Form 10SB-1, No. 33-96638-A
filed on September 6, 1995
10.1 Agreement for acquisition of Incorporated by reference to the
assets of Performance Paintball Company's registration statement
Products, Inc. on Form 10SB-1, No. 33-96638-A
filed on September 6, 1995
10.2 Agreement for acquisition of Incorporated by reference to
rights to All American Bowl Form 10-KSB for the year ended
May 31, 1997
10.3 Personal services agreement Incorporated by reference to
with All American Bowl Executive Form 10-KSB for the year ended
Director May 31, 1997
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10.4 Promissory Note to Stratex Incorporated by reference to
Corporation dated August 12, 1997 Form 10-KSB for the year ended
May 31, 1998
10.5 Marketing and Management Agreement Incorporated by reference to
between Axis Enterprises, Ltd. and Form 10-KSB for the year ended
Registrant dated January 10, 1998 May 31, 1998
10.6 Agreement for acquisition of Incorporated by reference to
assets of Amateur Athletes of Form 10-KSB for the year ended
America, Inc. May 31, 1998
10.7 Lease Agreement between Ryco Incorporated by reference to
Properties, Inc. and Registrant Form 10-KSB for the year ended
dated May 4, 1998 May 31, 1998
10.8 Investment Agreement between Incorporated by reference to
Swartz Private Capital LLC and Form 8-K filed with the
the Registrant dated May 13, 1999 Commission on May 26, 1999
10.9 Registration Rights Agreement Incorporated by reference to
between Swartz Private Capital Form 8-K filed with the
LLC and the Registrant dated Commission on May 26, 1999
May 13, 1999
10.10 Side Agreement Incorporated by reference to
Form 8-K filed with the
Commission on May 26, 1999
10.11 Amended and Restated Investment Previously filed
Agreement between Swartz Private
Capital LLC and the Registrant
dated July 1999
10.12 Memorandum dated September 13, Previously filed
1999 from Swartz Private Capital
LLC extending date to file
registration statement
10.13 First Stock Incentive Plan Previously filed
11 Statement of Computation of Previously filed
Earnings per Share
21 Subsidiaries of the Company Previously filed
23.1 Consent of Independent Public Filed herewith electronically
Accountants
27 Financial Data Schedule Previously filed
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ecom ecom.com, inc.
December 14, 1999 By /s/ David J. Panaia
David J. Panaia, Chief Executive Officer,
President and Director
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated August 24, 1999, included in this Form 10-K, into the
Company's previously filed S-8 Registration Statement File No. 333-80661.
/s/ Hafer & Gilmer
Hafer & Gilmer
Riviera Beach
September 14, 1999
