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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 31, 2000
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Date of Report (date of earliest event reported)
ecom ecom.com, inc.
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Exact name of Registrant as Specified in its Charter
Florida 33-96638-A 65-0538051
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
Suite 1000, 3801 PGA Boulevard, Palm Beach Gardens, Florida 33410
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Address of Principal Executive Offices, Including Zip Code
(561) 622-4395
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Registrant's Telephone Number, Including Area Code
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ITEM 2. ACQUISITION OF ASSETS
On May 31, 2000, we acquired all of the issued and outstanding shares of
Star Dot Marketing, Inc. ("SDMI"), a formerly unaffiliated turn-key provider
of guaranteed authentic, hand-signed sports memorabilia and other related
sports products, pursuant to a Stock Exchange Agreement dated January 21, 2000
between us and the SDMI shareholders. As a result of this transaction, SDMI
is now our wholly-owned subsidiary. We exchanged 675,000 shares of our $.0001
par value common stock for all of the outstanding shares of SDMI. We and SDMI
engaged in arm's-length negotiations to determine the relative value of
consideration for this transaction. Since the purchase price consisted
entirely of shares from our authorized but unissued capital, no funds were
used for this acquisition.
Prior to the consummation of this transaction, there was no material
relationship between SDMI or any of its shareholders, and us or any of our
affiliates, directors or officers, or any associate of any of our directors or
officers.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. To be filed by
amendment to this Form 8-K within sixty (60) days.
(b) COMBINED PROFORMA FINANCIAL INFORMATION. To be filed by amendment to
this Form 8-K within sixty (60) days.
(c) EXHIBITS. The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION LOCATION
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2.1 Stock Exchange Agreement Filed herewith electronically
dated January 21, 2000
(without the schedules and
exhibits attached thereto)
SIGNATURE
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 thereunder duly authorized.
ecom ecom.com, inc.
June 13, 2000 By: /s/ David J. Panaia
David J. Panaia, President
