UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 17, 1999
eCom Corporation
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(Exact name of Registrant as specified in charter)
Nevada 0-26701 88-0406874
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
1776 Park Avenue, Unit #4, Park City, UT 84060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 580-2855
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3110 S. Valley View, Suite 105, Las Vegas, NV 89102
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(Former name or former address, if changed, since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a)
On December 13, 1999, a Buying Group, lead by CashCom Services,
Inc., a Canadian Corporation, acquired 2,000,000 shares of eCom
Corporation's common stock, pursuant to an Share Purchase Agreement by
and between Janeva Corporation and Campbell Mello Associates, Inc.,
collectively the Sellers, and the Buying Group, listed above, the
Buyer. The Buying Group paid to Janeva Corporation and Campbell Mello
Associates, Inc. the sum of two hundred ninety thousand dollars
($290,000.00) for the common shares. The source of the funds
was paid by cash wire transfer.
(b)
Pursuant to the Share Purchase Agreement by and between Janeva
Corporation and Campbell Mello Associates, Inc., collectively the
Sellers, and Buying Group, listed above have purchased approximately
2,000,000 of the issued and outstanding common stock of eCom Corporation.
Item 2. ACQUISTION OR DISPOSITONOF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
Item 5. OTHER MATERIALLY IMPORTANT EVENTS.
eCom Corporation, in reliance upon an exemption from the registration
provisions of Section 5 of the Securities Act of 1993, as amended,
pursuant to Regulation D, Rule 506, of the Act, issued 12,000,000
restricted shares of its common stock, on December 17, 1999, at one (1)
cent per share for a Note which totaled one hundred twenty thousand
($120,000) dollars, along with interest in the amount of ten (10) percent.
(See copy of "Note" in Exhibit I.) The restricted stock was sold to
Lori Bird, payable as follows:
"(A) On or before the date ninety (90) days from the date of this
Note, the entire interest sum of TWELVE THOUSAND DOLLARS ($12,000.00)
shall be due and payable.
(B) On or before the date one (1) year from the date of this
Note, the entire principal sum of ONE HUNDRED TWENTY THOUSAND DOLLARS
($120,000.00), shall be due and payable."
The purpose of this transaction was to capitalize the corporation.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Bert K. Blevins III, eCom Corporation's President, Secretary,
Treasurer and Director, has agreed to resign as President, Secretary,
Treasurer and Director, and to appoint Ian Archibald as President,
Secretary, Treasurer and Director.
Item 7. FINANCIAL STATEMENT AND EXHIBITS.
Not applicable.
Item 8. CHANGE IN FISCAL YEAR.
Not applicable.
Item 9. REGULATION S OFFERINGS.
Not applicable.
Date: December 17, 1999
eCom Corporation
By: /s/ Ian Archibald
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Ian Archibald, President
<PAGE>
Exhibit I
Note
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For value received, Lori Bird, (the "Debtor") promises to pay to
eCom Corporation (the "Holder") or order, the principal sum of ONE
HUNDRED TWENTY THOUSAND DOLLARS ($120,000.00), along with interest in
the amount of TEN PERCENT (10%). The outstanding principal and
interest hereunder shall be due and payable as follows:
(A) On or before the date ninety (90) days from the date of this
Note, the entire interest sum of TWELVE THOUSAND DOLLARS ($12,000.00)
shall be due and payable.
(B) On or before the date one (1) year from the date of this
Note, the entire principal sum of ONE HUNDRED TWENTY THOUSAND DOLLARS
($120,000.00), shall be due and payable.
This Note is issued pursuant to THE PURCHASE BY Debtor of twelve
million (12,000,000) shares of common stock of Holder, at the price of
ONE CENT ($.01) per share. Reference is made to the Uniform Commercial
Code, as adopted by the State of Nevada for a full statement of the
rights and obligations of the parties, including, without limitation,
the parties' rights and duties with respect to the Debtor's failure to
pay amounts under this Note when due.
Payment of this Note shall be made in lawful tender of the United
States. The Debtor may at any time prepay without penalty all or any
portion of the principal or interest owing hereunder.
The Holder of this Note shall have full recourse against the
maker, and shall not be required to proceed against the collateral
securing this Note in the event of default.
If action is instituted to collect this Note, the Debtor will pay
all costs and expenses, including reasonable attorney's fees, incurred
in connection with such action. The Debtor hereby waives notice of
default, presentment or demand for payment, protest or notice of
nonpayment or dishonor and all other notices or demands relative to
this instrument. No delay on the part of the Holder in exercising any
right hereunder shall operate as a waiver of such right or any other
right.
The holding of any provision of this Note to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any
other provisions and the other provisions of this Note shall remain in
full force and effect.
The Debtor's obligations under this Note may not be transferred
or assigned to another party without the prior written consent of the
Holder hereof. All rights and obligations of the Debtor and the Holder
shall be binding upon and benefit the successors, assigns, heirs and
administrators of such parties.
This Note shall be construed in accordance with the laws of the
State of Nevada, without regard to the conflicts of law provisions of
any state of the United States.
IN WITNESS WHEREOF, the Debtor has caused this Note to be issued
as of December 17, 1999.
LORI BIRD
("Debtor")
By: /s/ Lori Bird
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Lori Bird, Debtor
eCom Corporation
("Holder")
By: s/s Ian Archibald
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Ian Archibald, President
