SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. _________]
Filed by the Registrant -X-
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ecom ecom.com, inc.
(Name of Registrant as Specified in Its Charter)
ecom ecom.com, inc.
(Name of Person(s) Filing Proxy Statement)
<PAGE>
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
February 17, 2000
Dear Stockholder:
It is my pleasure to invite you to the 1999 Annual Meeting of the
Stockholders of eCom eCom.com, Inc., which will be held on February 17, 2000,
at 4:00 p.m., Eastern Standard Time, at our conference facilities, 3801 PGA
Boulevard, Suite 1000, Palm Beach Gardens, Florida 33410.
The purposes of the meeting will be to:
(a) Approve the appointment of Wieseneck, Andres & Co., P.A.,
as independent auditor for the fiscal year ending May 31, 2000;
(b) Elect four directors to our Board of Directors; and
(c) Transact such other business as may properly come before the
meeting, or any adjournment or postponement of the meeting.
Only stockholders of record at the close of business on December 31, 1999
are entitled to vote at the meeting, or any adjournment or postponement of the
meeting. We are mailing proxy solicitation material to our stockholders
commencing on or about January 31, 2000. We must receive your proxy on or
before February 11, 2000, in order for your proxy to be voted at the meeting.
You are invited to attend the meeting. Regardless of whether you expect
to attend the meeting in person, we urge you to read the attached proxy
statement and sign and date the accompanying proxy card and return it in the
enclosed postage-prepaid envelope. It is important that your shares be
represented at the meeting.
Sincerely,
David J. Panaia, President and Secretary
Palm Beach Gardens, Florida
January 31, 2000
1
<PAGE>
TABLE OF CONTENTS
GENERAL INFORMATION 3
INFORMATION REGARDING THE MEETING 3
APPOINTMENT OF INDEPENDENT AUDITORS 5
ELECTION OF DIRECTORS 6
BOARD AND COMMITTEE MEETINGS 8
DIRECTOR COMPENSATION 8
BENEFICIAL OWNERSHIP 8
COMPENSATION OF EXECUTIVE OFFICERS 10
CERTAIN TRANSACTIONS 10
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT 12
STOCKHOLDER PROPOSALS 12
OTHER MATTERS 13
2
<PAGE>
GENERAL INFORMATION
eCom eCom.com, Inc. (hereinafter sometimes referred to as "the Company",
"we" or "us") provides the e-commerce infrastructure that enables the small
business enterprise to carve its niche in the retail and business to business
Internet economy. The eCom SuperHUB is our web portal equipped with a broad
range of tools and services that present an affordable, user-friendly
technological platform for web business development. Our mission is to make
it possible for start-up, small and home-based businesses to compete within an
e-commerce market that is projected by Forrester Research to top $1.3 trillion
by 2003. eCom eCom.com, Inc. is the parent of US Amateur Sports Company,
which is the parent of USA Performance Products, Inc. USA Performance
Products manufactures and distributes paintball guns and accessories, and has
served as a test model for our e-commerce business concepts.
We sent you this proxy statement and the enclosed proxy card because our
Board of Directors is soliciting your proxy for use at our 1999 annual meeting
of stockholders. All holders of record on December 31, 1999 of our shares of
common stock are entitled to vote at the meeting.
This proxy statement, the accompanying proxy card and our latest Annual
Report on Form 10-KSB were first mailed to stockholders on or about January
31, 2000. Our Annual Report on Form 10-KSB contains the information required
by Rule 14a-3 of the Rules of the Securities and Exchange Commission,
including audited financial statements for our last completed fiscal year
which ended May 31, 1999. The report should not be regarded as material for
the solicitation of proxies or as a communication by means of which we are
soliciting your proxy with respect to the meeting. We are incorporating in
this proxy statement, by reference, our prior filings with the Securities and
Exchange Commission. If you would like copies of any of those documents, other
than the filing we are delivering to you in connection with this proxy
statement, you can request (by phone or in writing) copies of them by sending
your request to: eCom eCom.com, Inc., 3801 PGA Boulevard, Suite 1001, Palm
Beach Gardens, Florida 33410, telephone (561) 622-4395, attention David J.
Panaia, President. We will not charge you for any of the copies.
At the meeting, you will be asked to:
- Approve the appointment of Wieseneck, Andres & Co., P.A. as our
independent auditor for the fiscal year ending May 31, 2000;
- Elect four directors to the Board of Directors; and
- Vote on such other business as may properly come before the
meeting, or any adjournment or postponement of the meeting.
INFORMATION REGARDING THE MEETING
What may I vote on? You will be entitled to vote, either in person or by
proxy, on:
1. The approval of the appointment of our independent auditors
for 2000; AND
2. The election of four nominees to serve on our Board of
Directors.
3
<PAGE>
How does the Board recommend I vote on the proposals? The Board
recommends a vote FOR the appointment of Wieseneck, Andres & Co., P.A. as our
independent auditors for 2000 and FOR each of the Board nominees.
Who is entitled to vote? Stockholders as of the close of business on
December 31, 1999 (the record date) are entitled to vote at the meeting.
How do I vote? Sign and date the proxy card you receive with this proxy
statement and return it in the prepaid envelope. If you return your signed
proxy card but do not mark the boxes showing how you wish to vote, your shares
will be voted FOR the two proposals and in such manner as the named proxies
determine with respect to any other matters addressed at the meeting. You
have the right to revoke your proxy at any time before the meeting by:
- notifying our Corporate Secretary; OR
- voting in person; OR
- returning a later-dated proxy card.
Who will count the votes? We have appointed a representative of our law
firm, Edward H. Gilbert, P.A. as the inspector of the election. The
representative will count and tabulate the votes.
Is my vote confidential? Your vote will not be disclosed except:
- as needed to permit the inspector of the election to tabulate and
certify the vote;
- as required by law; or
- in limited circumstances, such as a proxy contest in opposition to
the Board.
Additionally, all comments written on the proxy card or elsewhere will be
forwarded to our management, but your identity will be kept confidential
unless you ask that your name be disclosed.
What shares are included on the proxy card? The shares on your proxy
card represent ALL of your shares. If you do not return your proxy card, your
shares will not be voted.
What does it mean if I get more than one proxy card? If your shares are
registered differently and are in more than one account, you will receive more
than one proxy card. Sign and return all the proxy cards you receive to
ensure that all your shares are voted.
How many shares can vote? As of the record date, December 31, 1999,
13,782,350 shares of common stock were outstanding and entitled to vote. Each
share of common stock is entitled to one vote, voting as one class. In
summary, there were a total of 13,782,350 eligible votes as of the record
date.
What is a "quorum"? A "quorum" is 10% of the outstanding shares. They
may be present at the meeting or represented by proxy. There must be a quorum
for the meeting to be held, and a proposal must be approved by more than 50%
4
<PAGE>
of the shares voting at a meeting at which there is a quorum to be adopted.
The four nominees for director receiving the highest number of affirmative
votes will be elected as directors. If you submit a properly executed proxy
card, even if you abstain from voting, then you will be considered part of the
quorum. However, abstentions are not counted in the tally of votes FOR or
AGAINST a proposal. We intend to treat shares referred to as "broker non-
votes" (i.e., shares held by brokers or nominees as to which the broker or
nominee indicates on a proxy that it does not have discretionary authority to
vote) as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. We will not consider broker non-votes as
votes cast either for or against a particular matter.
Who can attend the Annual Meeting? All of our stockholders on December
31, 1999 can attend. Due to limited space in the meeting room, we are
limiting the persons who can attend the meeting to our stockholders, their
representatives, our employees and our directors.
How will voting on any other business be conducted? Although we do not
know of any business to be considered at the meeting other than the proposals
described in this proxy statement, if any other business is presented at the
meeting, your signed proxy card gives authority to David J. Panaia, our
Chairman, President, Chief Executive Officer and Corporate Secretary, to vote
on those matters at his discretion.
Who are the largest principal shareholders? As of December 31, 1999,
several of our stockholders owned more than 5% of our capital stock. Those
stockholders include David J. Panaia, Gerald V. Bergman and Axis Enterprises
Ltd.
How much did this proxy solicitation cost? We hired ADP, an independent
third party to assist us in the distribution of the proxy materials or the
solicitation of votes. We estimate that our costs for those actions (which
will be conducted by ADP and our employees, officers and directors) will be
approximately $6,000.00. We will also reimburse brokerage houses and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket
expenses for forwarding the proxy statement and solicitation materials to our
stockholders.
How do I revoke my proxy after I give it? A stockholder giving a proxy
pursuant to this solicitation may revoke it at any time prior to its exercise
at the meeting by delivering to our President a written notice of revocation,
or a duly executed proxy bearing a later date, or by attending the meeting and
voting in person. Attendance at the meeting will not, however, constitute
revocation of your proxy without your further action. Any written notice
revoking your proxy should be sent to our principal executive offices
addressed as follows: eCom eCom.com, Inc., 3801 PGA Boulevard, Suite 1001,
Palm Beach Gardens, Florida 33410, Attention: David J. Panaia, President.
APPOINTMENT OF INDEPENDENT AUDITORS
We are asking you to ratify our appointment of Wieseneck, Andres & Co.,
P.A. as our independent public accountants for the fiscal year ending May 31,
2000. Wieseneck, Andres & Co., P.A. does not currently act as our independent
auditor and is intended to replace Hafer & Gilmer who is currently acting as
our independent auditor, and has acted in that capacity since 1995. We are not
5
<PAGE>
terminating our relationship with Hafer & Gilmer as a result of any
disagreement, and Hafer & Gilmer's report on our financial statements for
each of the two most recent years preceding its termination did not contain
an adverse opinion or disclaimer of opinion, nor was its report modified as to
uncertainty, audit scope, or accounting principles, nor was the termination
based on any resolved or unresolved disagreements on any matter of accounting
principles or practices, financial statement disclosures or auditing scope or
procedures. The decision to change our accountants to Wieseneck, Andres &
Co., P.A. was recommended by our officers and approved by our Board.
The Board Unanimously Recommends That You Vote
FOR the Selection of Wieseneck, Andres & Co, P.A. to Serve As Our
Auditors for The Fiscal Year Ending May 31, 2000.
ELECTION OF DIRECTORS
Our Articles of Incorporation provide that the initial Board of Directors
shall consist of one member, but that our Bylaws may provide for such increase
or decrease as permitted by law. Our Bylaws provide for a Board of Directors
of at least one member and not more than seven members, each such member
elected to a one year term expiring at the next ensuing annual meeting.
Currently, the Board has three members, David J. Panaia, Gerald V. Bergman and
Thomas DeRita, Jr., each of whom were elected for a one year term and serve
until their replacements are elected and qualified. All directors serve until
their successors are elected and qualified, subject, however, to prior death,
resignation, retirement, disqualification, or removal from office.
You are being asked to elect Messrs. Panaia, Bergman, DeRita, Jr. and
Elling J. Myklebust to our Board for a one year term. If all the nominee
directors are elected, we will have four directors.
The person named as proxy holder in the enclosed proxy cards (Mr. Panaia)
has advised us that, unless a contrary direction is indicated on a proxy card,
he intends to vote FOR the election of the four nominees. He has also advised
us that, if any of the four nominees are not available for election for any
reason, he will vote FOR the election of such substitute nominee or nominees,
if any, as the Board may propose. Each person nominated for election has
agreed to serve if elected, and the Board of Directors has no reason to
believe that any nominee will be unavailable to serve if elected.
CURRENT BOARD MEMBERS
David J. Panaia, Gerald V. Bergman and Thomas DeRita, Jr. currently serve
as our directors, and have been nominated for re-election to the Board.
David J. Panaia, President, Chief Executive Officer and Director, is the
founder of eCom eCom.com, Inc. and has served as Director and President since
we were incorporated in June 1994. From June 1998 through May 31, 1999 he
also acted as Treasurer. Mr. Panaia previously founded several other
businesses, including Gold Cross Ambulance Service, Inc. and Gold Cross
Medical Services, Inc., and acquired several other companies which were
consolidated into Gold Cross, Inc., which provided ground and air ambulance
service, medical services, equipment and supplies. After operating for over
twenty years, Gold Cross was sold in 1982. Mr. Panaia then founded Biomedics
Corporation, a durable medical equipment dealer, which he operated until its
6
<PAGE>
sale in 1988. Both corporations were privately owned. Since 1988, he has
served as a political and small business marketing consultant through his own
firm, Sunpoint Industries, Inc. Sunpoint offered consulting services to
political candidates and medical equipment businesses located in the United
States. Mr. Panaia has served in numerous community, business and political
capacities. Mr. Panaia concentrates his full business time to his duties as
the President of eCom eCom.com,Inc., and his current term as a director
expires at the meeting.
Gerald V. Bergman has served as a Director of eCom eCom.com, Inc. since
June 1995. From June, 1995 through May, 1998 he also served as Chief
Financial Officer and Treasurer. Effective May 31, 1998, Mr. Bergman resigned
his position as CFO and Treasurer. A CPA, Mr. Bergman joined Price Waterhouse
& Co. in 1975 where he was an audit manager. In 1980 he was appointed
Director of Corporate Planning and Analysis of the Red Lobster division of
General Mills. In 1984 through 1985 he served as Vice President and Controller
of J.L. Mason, Inc., a homebuilder. Mr. Bergman then became the Chief
Financial and Administrative Officer and a Director of Overseas Service
Corporation, an international manufacturers representative. He left Overseas
Service Corporation in May 1992 to form DBS Associates, a business consulting
firm that replaced a third party rendering financial and administrative
services to Overseas Service Corporation. Mr. Bergman has served as chairman
or as a member of numerous civic and school task forces and committees. Mr.
Bergman shall devote only as much time as necessary in his position as a
director of eCom eCom.com, Inc. The current term of Mr. Bergman as a director
expires at the meeting.
Thomas DeRita, Jr., joined eCom eCom.com, Inc. as a Director effective
May, 1999. Currently, Mr. DeRita, Jr. serves as the President of Resource
Group N.A., Inc., a public relations firm. From 1992 until 1999, Mr. DeRita
served as President of Stuart Nissan, an automobile dealership located in
Stuart, Florida. From 1986 to 1992, Mr. DeRita was employed by Cuillo
Enterprises of West Palm Beach, Florida as its Chief Financial Officer.
Cuillo Enterprises is a multi-automobile dealership holding company. From
1983 to 1986, Mr. DeRita owned and operated North Chrysler Plymouth Dealership
in Houston, Texas. Mr. DeRita received his associates' BA degree from Johnson
& Wales Business School in 1966 and his BA in Business from The University of
Rhode Island Extension in 1970. Mr. DeRita shall devote only as much time as
necessary in his position as a director of eCom eCom.com, Inc. The current
term of Mr. DeRita as a director expires at the meeting.
Our Board of Directors has nominated one additional person for election
to the Board of Directors. Elling J. Myklebust is being nominated as a
director (which means that, if elected, he will stand for re-election at the
same time as the current members of our Board).
Elling J. Myklebust is a seasoned business executive with over 31 years
of diversified business, engineering and computer experience. He is the
Founder and Chief Executive Officer of Lighthouse Communications Group LLC, an
advanced digital communications services company in Arvada, Colorado. He
holds a Bachelor of Science Degree in Civil Engineering from the University of
Colorado and a Masters Degree in Environmental Policy and Management from the
University of Denver. His capabilities include hands-on management and
supervision of corporate operations and diverse project teams on complex
projects in a variety of industries, with a proven track record of results-
oriented leadership, innovation, creativity, productivity, entrepreneurship,
and cost awareness. Mr. Myklebust has held responsible positions in
7
<PAGE>
operations management, strategic planning, business development, purchasing
and materials management, human resource management, project management,
computer systems operations and engineering, and holds registrations as a
Registered Professional Engineer in five states. Active in civic affairs, he
has served as chairman or co-chairman of numerous Colorado gubernatorial task
forces and Denver committees. Mr. Myklebust shall devote only as much time as
necessary in his position as a director of eCom eCom.com, Inc. He currently
serves as an adjunct professor at the University of Denver.
The Board recommends that you vote FOR all of the director nominees.
BOARD AND COMMITTEE MEETINGS
During 1999, our Board of Directors held 10 meetings, and each director
attended at least 75% of those meetings. During 1999, the Board of Directors
had one standing committee, the Audit Committee. However, the Board met as a
full board, rather than as committees, during all of 1999.
Our Audit Committee is charged with the review of the professional
services we receive from our independent auditors, determining the
independence of those auditors, determining the accuracy of our annual
financial statements, determining the appropriateness, efficiency and accuracy
of our system of internal accounting controls and financial reporting
practices, and reviewing such other matters regarding our financial procedures
as may be brought to its attention or as may be specifically delegated to it
from time to time by our Board. Upon the Audit Committee's review of any of
those matters, it is charged with preparing and submitting periodic reports,
summaries and proposals to our Board of Directors regarding those matters,
which may then be acted upon by our full Board. During 1999, the Audit
Committee consisted of Messrs. Bergman and DeRita, Jr. Pending the review of
the membership of the Audit Committee in light of the proposed increase of the
number of our Board members from three to four, other members of the Board may
be appointed to sit on the Audit Committee.
The Board does not have a nominating committee. The entire Board
performs those duties.
DIRECTOR COMPENSATION
None of our directors have employment agreements or stock option
arrangements with the Company. We intend for the directors to be compensated
at the rate of $4,000 per year, plus $100.00 per meeting attended, plus
reimbursement of reasonable travel expenses, when, and if, our cash flow
permits. To date, none of the directors have received any salaries or other
cash compensation.
BENEFICIAL OWNERSHIP
The following table shows the beneficial ownership, as of December 31,
1999, of our outstanding capital stock by (I) each of our stockholders who
beneficially own 5% or more of any class of our stock, (ii) each of our
directors and our director nominees, (iii) each of our executive officers, and
(iv) all of our directors, director nominees and executive officers as a
group. Unless otherwise noted, each person (either alone or with family
members) has voting and dispositive power of the shares listed opposite his or
her name.
8
<PAGE>
Name of Number of Percentage
Beneficial Owner Class Shares of Class (1)
- ---------------- ----- --------- ------------
David J. Panaia (2) Common 2,212,400 16.05%
President, CEO, Director
and 5% Shareholder
Gerald V. Bergman (3) Common 1,854,300 13.45%
Director and 5% Shareholder
Thomas DeRita, Jr. (4) Common 103,800 *
Director
Elling J. Myklebust (5) Common 150,000 1.09%
Director Nominee
Axis Enterprises Ltd. Common 1,042,030 7.56%
5% Shareholder
All directors and Common 5,362,530 38.91%
officers as a group (6)
(5 persons)
- --------------------
*Less than 1%
(1) Based on 13,782,350 outstanding shares of common stock. The inclusion
of any shares as "beneficially owned" does not constitute an admission of
beneficial ownership (which has a broad definition under the securities laws)
of those shares. Unless otherwise indicated, each person listed has sole
investment and voting power with respect to the shares listed. Also, each
person is deemed to beneficially own any shares issuable on exercise of stock
options or warrants held by that person that are currently exercisable or that
become exercisable within 60 days after December 31, 1999.
(2) Includes shares held in the name of Mr. Panaia, in the name of the
spouse of Mr. Panaia and in the name of an entity over which he has voting
and/or beneficial control and for which he does not disclaim beneficial
ownership.
(3) Includes shares held in the name of Mr. Bergman and in the name of the
spouse and minor children of Mr. Bergman over which he has voting and/or
beneficial control and for which he does not disclaim beneficial ownership.
(4) Includes shares held in the name of Mr. DeRita, Jr., in the name of
the spouse of Mr. DeRita, Jr., and in the name of an entity over which he has
voting and/or beneficial control and for which he does not disclaim beneficial
ownership.
(5) Includes shares held in the name of Mr. Myklebust and in the name of
an entity over which he has voting and/or beneficial control and for which he
does not disclaim beneficial ownership.
(6) Assumes the matters set forth in notes 1 through 5.
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following information summarizes the compensation we paid to or which
will be earned by our Chief Executive Officer and all of our other executive
officers whose total salary and bonus exceeded $100,000 during the fiscal
years ended May 31, 1999, May 31, 1998 and May 31, 1997. We did not award any
of those executive officers any options or stock awards subsequent to May 31,
1999 through the date of this proxy statement.
Annual Compensation
------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- -------------
David J. Panaia, 1999 $0.00 $0.00 $0.00
President, Chief Executive 1998 $0.00 $0.00 $0.00
Officer, Secretary, Treasurer 1997 $0.00 $0.00 $0.00
and Chief Financial Officer
FISCAL YEAR-END OPTION VALUE
As of the date of this proxy statement, none of the executive officers
described above have any options to acquire common shares.
EMPLOYMENT AGREEMENTS
We have not entered into any employment agreements with either our Chief
Executive Officer or any other of our executive officers. As circumstances
warrant, we may enter into employment agreements with our officers and key
employees.
CERTAIN TRANSACTIONS
The following information summarizes certain transactions we either
engaged in during the past two years, or which we propose to engage in, and
which involve our executive officers, directors, director nominees, 5%
stockholders or immediate family members of those persons:
- On February 6, 1998, we issued 5,000 shares to Angela Bergman for
performing secretarial, receptionist and other services for us. Angela
Bergman is the daughter of Gerald V. Bergman and Linda Bergman.
- On February 6, 1998, we issued 5,000 shares to Mr. Brody Brockman
for performing sales and shipping services for us. Mr. Brody Brockman and
Angela Bergman were married on June 12, 1999.
- On February 6, 1998, we issued 1,500,000 shares to Axis Enterprises
pursuant to an agreement with Axis Enterprises to provide management services
for USA Performance Products, Inc. and to provide financial assistance to us.
- On February 6, 1998, we issued an additional 150,000 shares to
Thomas J. Thomas for legal services performed by him prior to that date.
10
<PAGE>
- On February 6, 1998, we issued 327,900 shares to David Panaia (the
Company's Chief Executive Officer, President and a Director) in cancellation
of indebtedness in the amount of $6,148.
- On February 27, 1998 we acquired certain assets of Amateur Athletes
of America, Inc. in a tax-free exchange of assets for stock. We acquired all
rights to the ProCard and ComCard plus certain Internet-based sports equipment
exchange concepts in exchange for 1,000,000 shares of Common Stock. The
ProCard and ComCard are prepaid telephone cards with unique emergency medical
features which are marketed through youth athletic organizations. A portion
of the stock was used for payment of a note held by Amateur Athletes of
America. Amateur Athletes of America, Inc. was a private corporation owned by
Linda C. Bergman, wife of Gerald V. Bergman, former corporate Chief Financial
Officer and a member of our Board of Directors.
- On April 16, 1998, we issued 100,000 shares to Bonnie Panaia for
accounting and other services and issued an additional 400,000 shares to her
for services in connection with the preparation of the infrastructure of our
billing and online e-commerce systems. Bonnie Panaia is the daughter of David
Panaia, our Chief Executive Officer, President and a Director.
- On April 16, 1998, we issued 25,000 shares to Doug Panaia for
performing manual labor for us prior to that date. Doug Panaia is the brother
of David Panaia, our Chief Executive Officer, President and a Director.
- On April 16, 1998, we issued 150,000 shares for engineering
services performed by Jack Enterline for the Company prior to that date. Mr.
Enterline requested that the shares be issued in the name of his wife, Karen.
At the time these services were performed, Mr. Enterline served as one of our
Directors.
- On April 16, 1998, we issued 200,000 shares to Gerald V. Bergman
(our Chief Financial Officer at that time) in cancellation of an indebtedness
in the amount of $12,810.
- On April 16, 1998, we issued 200,000 shares to David Panaia (our
Chief Executive Officer and a Director) in cancellation of an indebtedness in
the amount of $12,810.
- On April 16, 1998, we issued an additional 150,000 shares to Thomas
J. Thomas for legal services performed by him prior to that date.
- During the year ended May 31, 1998 we executed a promissory note
(the "Stratex Note") in favor of Stratex Corporation in the amount of
$100,000. Derek D. Panaia, son of David J. Panaia, Chief Executive Officer of
the Company, is the sole shareholder of Stratex Corporation. The Note bears
interest at the rate of prime plus 6% and is due and payable in full in
September 2000. The Note is secured by the rights to the Viper M1 paintball
marker, including its names and the technology used in its manufacture.
- On January 22, 1999, we issued 60,000 shares to Angela Bergman for
performing secretarial, receptionist and other services for us. Angela
Bergman is the daughter of Gerald V. Bergman and Linda Bergman.
- On January 22, 1999, we issued 30,000 shares to Mr. Brody Brockman
for performing sales and shipping services.
11
<PAGE>
- On February 4, 1999, we issued 25,000 shares to Mr. Elling
Myklebust for Internet development services. Mr. Myklebust is a nominee for
Director.
- On March 4, 1999, we issued an additional 62,000 shares to Axis
Enterprises in a negotiated transaction which canceled indebtedness to Axis in
the amount of $11,780.
- On May 16, 1999, we issued 100,000 shares to Resource Group N.A.,
Inc. for promotional services performed for us. Thomas DeRita, a member of
our board, is a shareholder in Resource Group N.A., Inc.
- On May 16, 1999, we issued 100,000 shares to Lighthouse
Communications, Inc. for Internet development services. Lighthouse
Communications is owned by Elling Myklebust, nominee for Director.
- On December 22, 1999, we issued 25,000 shares to Elling Myklebust
(nominee for Director) for performance of Internet development services.
- On December 22, 1999, we issued 10,010 shares to Christen
Myklebust, son of Elling Myklebust, for the performance of Internet
development services.
- On December 22, 1999, we issued an additional 1,000 shares to
Brodie Brockman for performing sales and shipping services.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder require our executive officers and directors, and persons who
beneficially own more than 10% of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and any exchange on which our securities
are listed, and to furnish us with copies of those reports. The Company has
not received or reviewed any filing under Section 16(a) other than Forms 3, 4
and 5 filed by our executive officers and directors.
STOCKHOLDER PROPOSALS
The rules of the Securities and Exchange Commission provide that
stockholder proposals may be considered for inclusion in the proxy material
for our annual meetings under certain circumstances. Our bylaws provide that
any stockholder proposals for director nominations for our annual meeting must
be made in writing and delivered to us not less than 60 days nor more than 90
days prior to that meeting, but if we provide you with less than 70 days
notice (or public disclosure) of the meeting, nominations will be deemed
timely if they are received not more than 10 days following the date of the
notice or the public disclosure of the meeting. Any such nominations need to
be accompanied by specific information regarding the nominees, as described in
our bylaws. Stockholder proposals should be addressed to: David J. Panaia,
President, eCom eCom.com, Inc., 3801 PGA Boulevard, Suite 1001, Palm Beach
Gardens, Florida 33410.
12
<PAGE>
OTHER MATTERS
The Board does not presently intend to bring any other business before
the meeting, and we know of no other matters that are to be brought before the
meeting except as specified in the notice of the meeting. If any additional
business properly comes before the meeting, however, your shares will be voted
in accordance with the judgment of the persons voting your proxy.
By Order of the Board of Directors
By: /s/ David J. Panaia
David J. Panaia, President and Secretary
All stockholders are urged to complete, sign, date and return the
accompanying proxy card in the enclosed postage-paid envelope. Thank you for
your prompt attention to this matter.
13
<PAGE>
<PAGE>
PROXY FOR
ECOM ECOM.COM, INC.
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 17, 2000
The undersigned hereby appoints David J. Panaia as proxy, with the power
to appoint his substitute, and hereby authorizes him to represent and to vote,
as designated below, all the shares of common stock of eCom eCom.com, Inc.
held of record by the undersigned on December 31, 1999, at the annual meeting
of the stockholders to be held on February 17, 2000, or any adjournment
thereof.
1. ELECTION OF DIRECTORS. To elect the following nominees as
directors, until such time as each such member's successor shall have been
elected and duly qualified: David J. Panaia, Gerald V. Bergman, Thomas DeRita,
Jr. and Elling J. Myklebust.
_____ FOR all nominees listed above, except as marked to the
contrary with respect to any one or more of the
nominees by your clearly striking a line through that
nominee's name in the list of nominees above.
_____ WITHHOLD AUTHORITY to vote for ALL nominees listed above.
2. INDEPENDENT ACCOUNTANT. To approve and appoint the
accounting firm of Wieseneck, Andres & Co., P.A. as our independent
accountant.
_____ FOR _____ AGAINST _____ ABSTAIN
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and, when
properly executed, will be voted in the manner directed herein by the
undersigned stockholder and, in the discretion of the named proxies, in such
manner as the named proxies may determine with respect to any other matter
that may properly come before the annual meeting. If no direction is made,
this proxy will be voted for all proposals and the election of all the
director nominees set forth in this proxy.
By signing this proxy, you represent and warrant that you are entitled to
vote the number of shares in the manner prescribed. We may rely upon this
representation and you agree to provide us, upon request, with evidence that
you are authorized to vote the shares as represented.
Please sign your name exactly as it appears on our records, and indicate
the number and class of shares of capital stock you held as of December 31,
1999. When shares are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee or guardian, please give full
title as such. If a corporation or other entity, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. THIS PROXY MUST BE RETURNED TO US BEFORE THE CLOSE OF BUSINESS ON
FEBRUARY 11, 2000 TO BE EFFECTIVE.
Dated: ____________________ Number of Shares:__________________
___________________________________ ___________________________________
(Signature of Shareholder) (Signature of Shareholder
if held jointly)
_________________________________________
Exact Name(s) of Shareholder(s),
as set forth in the corporation's records
