UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
eCom Corporation
(Name of Small Business Issuer in its charter)
Nevada 88-0406874
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4395 Polaris Avenue, Las Vegas, Nevada
(Address of principal executive offices)
89103
(zip code)
Issuer's telephone number:(702) 876-5956
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
______________________________________________________________
______________________________________________________________
Securities to be registered under section 12(g) of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares
authorized, 3,437,450 issued and outstanding as of March 31,
1999.
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<CAPTION> TABLE OF CONTENTS
<S> <C> <C>
Page
Part I 3
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis or Plan of
Operation 10
Item 3. Description of Property 12
Item 4. Security Ownership of Management and Others and
Certain Security Holders 12
Item 5. Directors, Executives, Officers and Significant
Employees 13
Item 6. Executive Compensation 14
Item 7. Certain Relationships and Related Transactions 15
Part II 16
Item 1. Legal Proceedings 16
Item 2. Market for Common Equity and Related Stockholder
Matters 16
Item 3. Recent Sales of Unregistered Securities 17
Item 4. Description of Securities 17
Item 5. Indemnification of Directors and Officers 18
Part F/S 20
Item 1. Financial Statements 20
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 21
Part III 21
Item 1. Index to Exhibits 21
Item 2. Description of Exhibits 24
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<PAGE>
Part I
Item 1.Description of Business
A.Business Development and Summary
eCom Corporation, hereinafter referred to as the "Company"
or "eCom", was organized by the filing of articles of
incorporation with the Secretary of State of the State of
Nevada on October 6, 1998. The articles of the Company
authorized the issuance of twenty million (20,000,000)
shares of Common Stock at a par value of $0.001 per share.
The Company is a developmental stage company with the
principal business objective to provide internet hosting
services to the Regional market of Las Vegas area. The
market positioning of eCom Corporation will be to provide
hosting services for little or no cost and charge for the
marketing services for each hosted account. The Company is
focusing on the Las Vegas market area for three primary
reasons: 1) to keep costs of customer support down 2) to
be able to concentrate marketing dollars into one area 3)
to be able to provide a local presence for clients.
The Company's market focus will primarily be the small to
medium sized businesses which fall under the classification
of business-to-business marketers. Business-to-business
(b2b) marketers are primarily engaged in selling services to
other business and not directly to consumers. These types
of businesses generally need less customer support, work
within the normal "business day" parameters 8-6 M-F, and
are will be more willing to purchase additional services to
drive traffic and protect against cyclical business cycles.
The growth of the internet has accelerated the price
sensitivity and commodity nature of this market. Industry
analysts predict the size of the online market segment to
grow rapidly as businesses increase their usage of the
internet as a marketing tool.
The Company plans to offer packages to business-to-business
marketers who then may distribute the packages in the form
of rebates, coupons and rewards. This distribution program
will work much like the airlines and their partnerships with
long distance companies (another highly commoditized area).
This helps off-set two of the primary difficulties of
advertising a technology product - distribution and complex
message. The distribution component seeks to utilize the
relationships of the eCom package customers to build eCom's
total customer account base. The package customers will
purchase these internet monthly website packages to give
them a boost in their own competitive environment whether it
is printing, advertising sales, travel companies,
pharmaceutical sales, etc. Additionally, this approach
blends into serving the web designer market. The typical
web designer manages from 3 to 50 accounts. By creating a
package that is easy to buy, the web designer can
concentrate on selling their creative services. The Company
seeks to solve the complex message problem by using a
"website packaging" approach, which uses the package client
to pass along the rewards, coupons or rebates to their
customers - explaining the product as required. eCom
intends to provide the necessary marketing collateral for
each package client to help present the program.
The Company believes that small and medium sized businesses
represent an attractive target market for the provision of
Internet services and website hosting due to this market's
low current penetration levels and customer churn rates, and
the expanding Internet needs of these businesses. Small and
medium-sized businesses also typically require hands-on
local support and highly reliable turn-key solutions for
mission critical applications because of their limited
internal technical resources. eCom's management believes
that its untapped form of business-to-business incentives
will help to build the Company's client base and give the
Company a base to then cross-sell additional services such
as statistics reports, search engine indexing, banner
marketing, link programs and web marketing.
eCom believes it has a competitive advantage in serving
small and medium sized business customers - primarily
located in Nevada - through a combination of technical
competency, hands-on support, and entrepreneurial culture
that the larger national ISPs are unable to provide. The
Company plans on building a critical mass of customers in a
relatively short time frame by: (i) offering its customers a
high-speed, highly reliable Internet service at a fraction
of the cost other ISPs charge; (ii) through partnering and
providing superior customer service and pricing to other
local website developers and Internet providers that do not
currently have the web server and other Internet
infrastructure in place that eCom will have; (iii) through
the development of its "website package" program and (iv)
through strategic acquisitions of other local and regional
ISPs with a similar customer focus as eCom.
The goal of the Company is to become a dominant, full-
service regional provider (Nevada initially) of Internet
connectivity and enhanced Internet services to small and
medium sized businesses. Key elements of the Company's
strategy are to: (i) consolidate the independent ISP
industry in Nevada by acquiring additional local and
regional ISPs focused on the Company's target market; (ii)
integrate the operations of its ISPs focused on the
operational economies of scale by leveraging its
infrastructure and support services; (iii) develop and offer
additional high-margin enhanced services to increase
revenues from existing and future customers; and (iv) build
customer loyalty and gain market share by expanding the
Company's local technical, distribution and service
capabilities and establishing eCom's regional brand name
recognition.
eCom owns and operates a Nevada-based, regional network and
Internet server, providing a high bandwidth, highly reliable
data transmission path connecting eCom's customers to the
Internet.
B. Business of Issuer
(1)Principal Products and Services and Principal Markets
Overview
eCom has a principal business objective to provide reliable
and cost efficient business Internet connectivity in the
form of "website packages" for the business-to-business
sector to use as rewards, coupons, or rebates. The
Company's focus will be to provide reliable and cost
efficient Internet connectivity and other enhanced, easy-to-
use Internet services for small- to medium-sized businesses.
The growth of the Internet has accelerated the price
sensitivity and commodity nature of this market. Industry
analysts expect the size of the online market segment to
grow rapidly as businesses increase their use of the
Internet as a business marketing tool.
In addition, the Company seeks to become a leading Internet
service provider ("ISP") that will host business websites
for a monthly fee. To provide these services, eCom has a
service agreement to access the Internet through WinStar
Broadband Services' network.
The Company currently offers the following products and
services to its customers:
1. The Company currently offers packages of web sites to
business-to-business marketers who then may distribute their
purchased sites in the form of rebates, coupons and rewards.
This distribution program works much like the airlines in
their partnerships with long distance companies. Management
believes that this helps off-set two of the primary
difficulties of advertising a technology product -
distribution and complex message. The distribution
component seeks to utilize the relationships of eCom package
customers to build eCom's customer base. Management
believes that the Company's package customers will purchase
these internet monthly web site packages to give them a
boost in their own competitive environment whether it is
printing, advertising sales, travel companies,
pharmaceutical sales, etc.
2. Providing businesses with free web site hosting and then
cross-selling or up-selling web site and related marketing
services is another service the Company plans to offer. The
Company believes that this approach will bring ubiquity,
speed to market, predatory pricing and placing eCom as a
value player to the customer and out of what management
believes is a commodity driven internet-only realm.
3. Finally, the Company believes that its above products
and services will blend into serving the web designer
market. The Company believes that the typical web designer
manages from 3 to 50 accounts. By creating a package that
is easy to buy, the Company believes that a web designer can
concentrate on selling their own individual creative
services. The complex message component the Company seeks
to solve by using its "web site packaging" approach, is done
by using the package client of the Company to pass along
these rewards, coupons or rebates to their customers -
explaining it along the way. eCom will then provide the
necessary marketing collateral for each package client to
help present the program.
eCom Strategy
The principal components of the Company's strategy are as
follows:
Rapidly Expand its Customer Base. eCom believes that a key
to success in the competitive ISP market is to expand its
customer base as rapidly as possible to establish a revenue
base, thereby enhancing its ability to enter into favorable
arrangements with affinity marketing partners and providers
of content, network access and software enhancements. To
accomplish this, the Company plans to devote significant
effort and much of its limited financial resources on sales
and marketing. The Company plans to utilize print
advertising in major computer magazines, develop radio
advertising, seek to establish an affinity marketing
program, develop a presence at national, regional and local
trade shows and offer economic incentives to customers who
refer new clients. The Company plans to establish a sales
force similar to the model of MCI Direct back in 1995. The
Company believes that this traveling sales force will
canvass the Las Vegas business community in targeted areas
to sign-up new subscribers. The Company's management
believes that MCI & Frontier Communications both used this
approach to rapidly increase their market share of business
long distance service. Also, the Company believes that a
team of part-time employees will handle in-bound calls and
order fulfillment during its start-up stage. The Company
intends to set-up each account and give a confirmation to
all affected parties. Invoices will be sent out monthly and
clearly identify what services have been performed.
Retain the Company's Existing Customers. The Company
believes that the sales, marketing and other costs to the
Company of acquiring new customers are substantial relative
to the monthly fee derived from such customers.
Accordingly, the Company believes that its long-term success
largely depends on maintaining customer satisfaction with
its services. Therefore, eCom plans to devote resources to
enhancing its network operations capability, its web site
and its service offerings. In addition, the Company plans
to expand its technical support staff and enhance the
staff's effectiveness by providing software tools that can
assist it in identifying and solving customer problems.
Develop Additional Service Offerings. eCom believes that
the introduction of additional service offerings can serve
not only to expand and maintain its customer base, but also
enhance revenues. Management of the Company believes that
small and medium sized businesses are purchasing an
increasing number of enhanced products and services as these
businesses deploy mission critical applications on the
Internet. As a result, the Company believes that it will be
able to derive incremental revenue from these customers by
selling an expanding array of enhanced services and
additional bandwidth to support these services.
Accordingly, the Company intends to introduce a variety of
services for business consumers, including enhanced business
web sites, web site marketing packages, and performance
enhancing packages.
Consolidation Through Acquisitions. The Company believes
that there are numerous opportunities to deepen and broaden
its market presence and to expand its strength by acquiring
or making significant investments in other business-focused
ISPs. Management believes that ISPs may be attracted to the
benefits of consolidation, due to the increasing competitive
pressures in the ISP market. In addition, the Company
believes that these acquisitions, if successful, will result
in synergistic opportunities, and may increase the Company's
revenue and income growth. No specific acquisition
candidates have been identified, however, and no assurance
can be given that any transactions will be effected, or if
effected, will be successful.
(2)Distribution Methods of the Products or Services
Distribution:
Distribution of services will be carried-out through the
following channels:
Direct- companies may order hosting services direct and
complete all the necessary information for switching their
service to eCom Corporation.
Sales Channel- eCom's eventual sales team will utilize the
sales model created by MCI Direct and Frontier
Communications.
Reseller- The reseller channel focuses on creating strategic
alliances and attracting independent web designers to bring
their accounts to eCom Corporation.
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<CAPTION>Description of Services
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Content Delivery $200/month
$350 setup.
eCom delivers directly to your sebsite such as
weather, sports, business news, general news
and much more. Companies can use content as a
"hook" to keep their customers coming back to
their website.
Satellite Sites 4 page web $95
eCom started using satellite sites to drive setup
traffic to the main website 2.5 years ago. We $25/month.
have found through our experience these sites Domain rental
can deliver focused traffic and keep you high $15/month.
up in the search engines. Satellite sites by
nature focus on a niche which helps deliver a
specific message to a particular target
audience.
Las Vegas & Nevada Link Service
FREE setup and
There are a tremendous amount of great Las $15/month.
Vegas and Nevada sites which provide links and Includes all
help customers find a particular business. sites in our
Staying on top of these sites and the links database.
within them is another task altogether. With
eCom, you will know that your link will always
be monitored and updated when possible.
Marketing Management Resorts
FREE setup and
This is a must for companies wishing to keep $20/month.
track of their online investment. Each month or Weekly reports
week, eCom will provide a marketing managementare $35/month.
report, which will provide critical information
about the usage of your website.
Inquire Response Forms
FREE setup and
IRF's are a "must have" on a marketing driven $25/month for
website. These forms provide you with client or 12 data
prospect contact information aw sell as their collection
needs. Results can be sent via e-mail or fax fields. Fax
for immediate action. delivery is
$35/month.
Information Fulfillment
CALL for
As you drive new prospects to your website, you quote. Prices
will need to send them information in start at
traditional paper form. This helps ensure $50/month.
comfort with the prospect and builds your
credibility as a business.
E-commerce setup and maintenance.
CALL for
ECom Corporation will provide the necessary quote. Prices
mechanics for a shopping experience on the typically
internet. range from $25
to $200 per
month.
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Advertising and Promotion
The Company's advertising will focus primarily on the Las
Vegas market during product introduction. The Company plans
to initially utilize the Las Vegas Review Journal, Nevada
Business Journal, Business Press, Las Vegas Chamber of
Commerce Business Voice, affiliated web sites, linked web
sites, search engine traffic, and direct mail.
Promotional activity will be in the form of the marketing
collateral, mouse pads to package purchasing clients and
thank you cards. Promotions in conjunction with the Las
Vegas Chamber of Commerce, package clients, and a portion of
eCom's current clients will be in effect.
Sales
eCom's eventual phone sales representative will be focused
on handling each of the product types described above and
their perspective target markets.
Database
Additionally, a database of web sites, contacts, past sales
and usage will be available for marketing and analysis.
eCom Regional Network Opportunities
The company believes that when there are at least 50
business web sites on its network, eCom will be able to
begin to help (cross-sell service) these companies to
generate additional revenue by placing banner advertising on
the web sites. As business-to-business marketers look for
additional avenues of advertising, the Company believes that
these smaller niche sites can become a great instrument to
carry its message.
Customer and Technical Support
The Company believes that reliable customer and technical
support is critical to retaining existing and attracting new
customers. The Company plans to achieve a high level of
quality, responsiveness and productivity while focusing on
developing relationships with customers. At this time, only
telephone support during regularly-scheduled business hours
and 24 e-mail support will be available.
The Company expects growth to place a significant strain on
its managerial, operational, financial and information
system resources. The Company expects demand on its network
infrastructure, technical staff, and resources to grow
rapidly as the Company expands its customer base. There can
be no assurance that the Company's infrastructure,
information systems, technical staff and resources will be
adequate to facilitate the Company's growth.
(3)Status of Any Announced New Product or Service
The Company has not announced any recent additions to the
existing products and services it currently offers.
Additionally, as a development stage company with very
little operating history, the Company does not believe that
it can accurately announce any status as to its current
products or services as well.
(4)Industry Background
Network Infrastructure
The Internet is a collection of computer networks linking
millions of public and private computers around the world.
Historically, the Internet was used by government agencies
and academic institutions to exchange information, public
research, and transfer electronic mail. A number of
factors, including the interface software and the wide
accessibility of an increasingly robust network
infrastructure, have combined to allow non-technical users
to easily access the Internet and, in turn, have produced
rapid growth in the number of Internet users.
The availability of Internet connectivity, advances in
technologies required to navigate the Internet, and the
proliferation of content and applications available over the
Internet have attracted a rapidly growing number of users.
Technological advances such as increases in microprocessor
speeds, the introduction of innovative software tools and
the development of higher bandwidth data networking
technology have led to rapid innovation and development of
enhanced Internet services.
The rapid development and growth of the Internet has
resulted in a highly fragmented industry of over 4,000
national and local ISPs in the United States, with no
dominant ISP serving the needs of small and medium sized
businesses. The large national ISPs have primarily focused
on the large businesses or consumer markets and lack the
local presence to provide the customized, hands-on service
required by small and medium sized businesses. The Company
believes that independent local and regional ISPs generally
have been more adept at serving the small and medium sized
businesses, and that these ISPs are often the source of
innovative Internet products and services. As a result,
independent regional and local ISPs have successfully
captured approximately one-half of this market, despite the
substantially greater resources of the national providers.
The Emergence of the Internet
The emergence of the World Wide Web, the graphical,
multimedia environment of the Internet, has resulted in the
development of the Internet as a new mass communications
medium. The ease and speed of publishing, distributing and
communicating text, graphics, audio and video over the
Internet has led to a proliferation of Internet-based
services, including chat, online magazines, news feeds,
interactive games and a wealth of educational and
entertainment information, as well as to the development of
online communities. In addition, the reduced cost of
executing transactions over the Internet provides
individuals and organizations with a new means to conduct
business.
The deregulation of the telecommunications industry and
advances in telecommunications technology have significantly
increased the attractiveness of providing data communication
applications and services over public networks.
Market for Internet Services
Internet connectivity and enhanced Internet services
represent two of the fastest growing segments of the
telecommunications services market. Businesses are
increasingly recognizing that the Internet can significantly
enhance communications among geographically distributed
offices and employees as well as with customers and
suppliers. In addition, the Internet presents a compelling
profit opportunity for businesses as it enables them to
reduce operating costs, access valuable information and
reach new markets. As a result, businesses increasingly are
utilizing the Internet for important applications such as
sales, customer service and project coordination.
The surge in Internet usage has created a rapidly growing
market for Internet services. Industry analysts have
reported that small and medium sized businesses represent a
potential market of over seven million customers in the US,
and use of the Internet by this market segment is expected
to grow substantially from its current low level of market
penetration. Industry analysts predict that dedicated
connections to the Internet for small and medium sized
businesses will grow from approximately 90,000 in 1996 to
just under 800,000 in 2000, representing a 73% compounded
annual growth rate. Small and medium sized businesses
generally seek an ISP with locally based personnel who are
readily available to respond to technical issues, who can
assist in developing and implementing the customer's
effective use of the Internet, and with whom they can
establish a stable and long-term relationship. The Company
believes that the next phase of growth in the Internet
services market will require providers to address the needs
of business users. Businesses may desire greater attention
to detail and an increasing need for customized services.
(5)Raw Materials and Suppliers
The Company is an internet service provider, web site host
and marketing company, and thus does not use raw materials
or have any principal suppliers other than its agreement
with WinStar Broadband Services that allows eCom - through a
service agreement - to access the Internet through WinStar
Broadband Services' network. Through this agreement, the
Company is dependent on Winstar Broadband Services as a
supplier of components in providing its network services.
Failure of Winstar to provide components and services at the
quantity and quality levels or at the times required by the
Company, or an inability by the Company to develop
alternative sources of supply if required, could affect the
Company's ability to effectively support the growth of its
customer base in a timely manner and result in delays in and
increase its costs of expansion.
(6)Customers
The Company's focus is to provide reliable and cost
efficient internet connectivity and other enhanced, easy-to-
use internet services for small to medium-sized businesses.
The Company plans to reach these customers via direct mail,
telemarketing, seminars, trade shows, the Internet and the
referral process. As of March 23, 1999, the Company has
generated approximately $3,12500 in gross revenue. The
Company does not anticipate that its revenues will be
dependent on any one or even a few major customers.
(7)Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty Agreements, or Labor Contracts
The Company has filed a trade name filing with the Secretary
of State of Nevada - eCom.com.
Additionally, the Company believes that its success is
dependent in part on its technology and its continuing right
to use such technology. The Company plans to rely primarily
on a combination of copyright, trademark and trade secret
laws and contractual restrictions to establish and protect
its proprietary rights. There can be no assurance that the
steps taken by the Company will be sufficient to prevent
misappropriation of its technology and other proprietary
rights or that the Company's competitors will not
independently develop technologies that are substantially
equivalent or superior to the Company's technology.
Although the Company believes that its products and services
do not infringe on any copyright or any other proprietary
rights of third parties, there can be no assurance that
those parties will not assert that eCom's services infringe
their proprietary rights. The Company has no assurance that
third parties will not obtain, or do not have, patents
covering features of the Company's products, in which event
the Company or its customers might be required to obtain
licenses to use such features. If a patent holder refuses
to grant a license on reasonable terms or at all, the
Company may be required to alter certain products or stop
marketing them.
(8)Regulation
The Company provides Internet services, in part, through
data transmissions over public telephone lines. These
transmissions are governed by regulatory policies
establishing charges and terms for wire line communications.
The Company currently is not subject to direct regulation by
any governmental agency, however, other than regulations
applicable to businesses in general. However, in the
future, the Company could become subject to regulation by
the FCC or another regulatory agency as a provider of basic
telecommunications services.
Effect of Existing or Probable Government Regulations
Due to the increasing use of the Internet, it is possible
that additional laws and regulations may be adopted with
respect to the Internet, covering issues such as content,
user privacy, pricing and copyright and intellectual
property protection and infringement. Changes in the
regulatory environment relating to the Internet access
industry, including regulatory changes that directly or
indirectly affect telecommunications costs, could have an
adverse material effect on the Company.
(10)Research and Development Activities
The Company has yet to incur any research and development
costs from October 6, 1998 (date of inception) through March
23, 1999. In addition, the Company does not plan to incur
any material research and development expenses during the
fiscal and calendar year ending December 31, 1999, with
respect to its current or future products and services.
(11)Impact of Environmental Laws
The Company is not aware of any federal, state or local
environmental laws which would effect its operations.
(12)Employees
The Company presently has three (3) part-time and no (0)
full time employees. The Company's future employees will
likely act as independent contractors, may not have
employment agreements with the Company, and will work on an
as-needed basis. Additionally, in order to prudently manage
the Company's treasury, the Company does not intend to pay a
full salary to any of its executives or management in the
immediate future. The Company's employees are currently not
represented by a collective bargaining agreement, and the
Company believes that its relations with its employees are
good.
Item 2. Management's Discussion and Analysis or Plan of
Operation
A. Management's Plan of Operation
(1)In its initial approximately six month operating period
ended March 23, 1999, the Company incurred a net loss of
$11,878.00 for selling, general and administrative expenses
related to start-up operations. In addition, the Company
has generated very little revenues from operations through
March 23, 1999 (approximately $3,125.00). On October 8,
1998, founding shareholders purchased 3,230,000 shares of
the Company's authorized treasury stock for cash.
Additionally, on February 1, 1999, the Company completed an
offering of 207,450 shares of the Common Stock of the
Company to approximately fifty-seven (57) unaffiliated
shareholders. This offering was made in reliance upon an
exemption from the registration provisions of Section 4(2)
of the Securities Act of 1993 (the "Act"), as amended,
pursuant to Regulation D, Rule 504 of the Act. As of the
date of this filing, the Company has approximately three
million four-hundred thirty-seven thousand four-hundred and
fifty (3,437,450) shares of its $0.001 par value common
voting stock issued and outstanding which are held by
approximately fifty-nine (59) shareholders of record.
Management fully anticipates that the proceeds from the sale
of the Common Shares sold in the offering delineated above
will be sufficient to provide for the Company's capital
needs for the next approximately three (3) to six (6)
months.
In addition, management of the Company believes the need for
additional capital going forward will be derived somewhat
from internal revenues and earnings generated from the sale
of its products and services. If the Company is unable to
begin to generate more revenues from its current products
and services than it has to date, however, management
believes the Company will need to raise additional funds to
meet its cash requirements. In the mean time, management of
the Company plans to advance funds to the Company on an as-
needed basis. The Company currently has no arrangements or
commitments for accounts and accounts receivable financing.
There can be no assurance that any such financing can be
obtained or, if obtained, that it will be on reasonable
terms.
The Company believes that its initial revenues will be
primarily dependent upon the number of customers it has, the
number of web sites that it hosts, and the marketing-related
products and services each of those customers currently
purchases from eCom.
Realization of significant sales of the Company's products
and services during the fiscal year ending December 31, 1999
is vital to its plan of operations. To this end, management
is currently executing its strategy as previously delineated
in this Registration Statement.
(2)No engineering, management or similar report has been
prepared or provided for external use by the Company in
connection with the offer of its securities to the public.
(3)Management believes that the Company's future growth and
success will be largely dependent on its ability to expand
its customer base, convince its existing and future customer
base to purchase the Company's marketing-oriented products
and services that help to market and promote a customer's
web site, develop additional product and service offerings
that will expand the Company's revenue base, and deepen and
broaden eCom's market presence by acquiring or partnering
with other business-focused ISP's.
The Company has yet to incur any research and development
costs from October 6, 1998 (date of inception) through March
23, 1999, and the Company does not expect to incur any
significant research and development expenses during the
fiscal year ending December 31, 1999.
(4) The Company currently does not expect to purchase or
sell any of its facilities or equipment.
(5)Management anticipates that it will hire and add full
time employees over the next twelve (12) months.
B.Segment Data
As of March 23, 1999, the Company has generated
approximately $3,125.00 in total sales revenue. Because one
hundred percent (100%) of these revenues were generated from
the web site hosting and related marketing services
performed by the Company, no table showing percentage
breakdown of revenue by business segment or product/service
line is included.
Item 3.Description of Property
A.Description of Property
The Company's corporate headquarters are located at 4395
Polaris Avenue, Las Vegas, Nevada 89103. These facilities
consist of approximately 1,000 square feet of standard
office space. The Company has no additional facilities, and
these facilities are provided by an officer and director of
the Company at no cost to the Company.
There are currently no proposed programs for the renovation,
improvement or development of the properties currently
utilized by the Company.
Investment Policies
Management of the Company does not currently have policies
regarding the acquisition or sale of assets primarily for
possible capital gain or primarily for income. The Company
does not presently hold any investments or interests in real
estate, investments in real estate mortgages or securities
of or interests in persons primarily engaged in real estate
activities.
Item 4.Security Ownership of Management and Certain Security
Holders
A. Security Ownership of Management and Certain Beneficial
Owners
The following table sets forth information as of the date of
this Registration Statement certain information with respect
to the beneficial ownership of the Common Stock of the
Company concerning stock ownership by (i) each director,
(ii) each executive officer, (iii) the directors and
officers of the Company as a group, (iv) and each person
known by the Company to own beneficially more than five
percent (5%) of the Common Stock. Unless otherwise
indicated, the owners have sole voting and investment power
with respect to their respective shares.
<TABLE>
<CAPTION>SHAREHOLDERS
<S> <C> <C> <C> <C>
Amount
Title Name and Address of shares Percent
Of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ------ --------------------- -------------- --------- -------
Common Bert K. Blevins(1) President, CEO 1,615,000 46.98%
Chairman, Secretary
Treasurer
Common Campbell Mello Associates N/A 1,615,000 46.98%
Inc. (2)
Common All Executive Officers 1,615,000 46.98%
and Directors as a Group
(1 Person)
</TABLE>
c/o ECom Corporation, 4395 Polaris Ave., Las Vegas, Nevada 89103.
The majority shareholder and sole principal of Campbell
Mello Associates, Inc. is Anthony M. Mello III.
Persons Sharing Ownership of Control of Shares
No person other than Bert K. Blevins III and Anthony M.
Mello III owns or shares the power to vote ten percent (10%)
or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D.Options, Warrants and Rights
There are no options, warrants or rights to purchase
securities of the Company.
E.Parents of the Issuer
Under the definition of parent, as including any person or
business entity who controls substantially all (more than
80%) of an issuers common stock, the Company has no parents.
Item 5.Directors, Executive Officers and Significant
Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and
executive officers are as follows:
<TABLE>
<CAPTION>NAMES AND AGES OF OFFICERS
<S> <C> <C>
Name Age Position
Bert K. Blevins III 27 President, Chief Executive Officer;
Chairman; Secretary; and Treasurer
</TABLE>
B.Work Experience
Bert K. Blevins III, President, CEO, Treasurer, Secretary,
Chairman and Sole Director - Mr. Blevins brings Internet,
technical, marketing expertise and leadership to the
Company. He is also currently the President of Janeva
Corporation ("Janeva") and has been working exclusively in
developing marketing applications for the online community
for the past twenty-four (24) months. He has developed
strategic alliances with other media outlets such as the
Nevada Business Journal, Passkey Systems, Vegas.com operated
by the Las Vegas daily paper the Sun, and KNUU a business
talk radio station. Mr. Blevins also managed to secure the
Las Vegas Chamber of Commerce (the 7th largest chamber of
commerce in the nation) as an eCom customer as well as Kenny
Guinn's, the governor of Nevada, campaign website. Prior to
founding Janeva Corporation, Mr. Blevins was the marketing
coordinator for Harte-Hanks Direct Marketing in Cincinnati,
Ohio.
Mr. Blevins received his management training from
Organizational Dynamics International, a leading management
training corporation based in Burlington, MA, as a Quality
Action Team Facilitator and with Quality Management Skills.
In addition, he received consultative sales training from
the Consulting Group in Westport, Connecticut. Before
working with Harte-Hanks, Mr. Blevins attended Western
Kentucky University (WKU) as an Honor Student and studied
advertising in the country's leading School of Journalism.
His minors were marketing and mass communication with an
emphasis in law. While attending WKU, Mr. Blevins was
President and Vice President of Delta Tau Delta Fraternity;
Vice President of Student Government; Treasurer for the
exclusive SpiritMasters (School Ambassadors and Recruiters);
and Public Relations for WKU's Interfraternity Council.
C.Family Relationships
None - Not Applicable.
D. Involvement on Certain Material Legal Proceedings
During the Last Five Years
(1) No current or pending litigation, and no claims or
counterclaims involving the Company as a plaintiff or a
defendant exist.
(2)No director, officer, significant employee or consultant
has been convicted in a criminal proceeding, exclusive of
traffic violations.
(3) No director, officer, control shareholder, significant
employee or consultant has been permanently or temporarily
enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking
activities.
(4)No director, officer, control shareholder or significant
employee has been convicted of violating a federal or state
securities or commodities law.
Item 6.Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements
with its executive officers but expects to sign employment
agreements with each in the next approximately six (6)
months. All executive officers of the Company prior to
March 23, 1999 did not draw a salary from the Company. Over
the next twelve months, however, each executive officer is
expected to draw the following annual compensation. The
Company does not currently have a stock option plan.
<TABLE>
<CAPTION>COMPENSATION OF DIRECTORS
<S> <C> <C> <C>
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Bert K. Blevins III President, CEO, Secretary, $24,000
and Treasurer
</TABLE>
(2)Compensation of Directors
There were no arrangements pursuant to which any director of
the Company was compensated for the period from October 6,
1998 to March 23, 1999 for any service provided as a
director. In addition, no such arrangement is contemplated
for the foreseeable future as the Company's only director is
its only current executive officer who is expected to draw a
salary for the management of the Company.
Item 7.Certain Relationships and Related Transactions
eCom Corporation is a 1998-incorporated company and has
conducted limited business transactions to date. Prior to
this Registration Statement, the Company has relied
primarily upon founders and initial shareholders of the
Company as its sole source of capital and liquidity.
Because of the development stage nature of the Company and
its relatively recent inception, October 6, 1998, the
Company has no other relationships or transactions to
disclose.
Part II
Item 1.Legal Proceedings
The Company is not currently involved in any legal
proceedings nor does it have knowledge of any threatened
litigation.
Item 2.Market for Common Equity and Related Stockholder
Matters
A.Market Information
(1)The common stock of the Company is currently not traded
on the "Pink Sheets" or the OTC Bulletin Board or any other
formal or national securities exchange. Being a start-up
company, there is no fiscal history to disclose.
(2)(i)There is currently no Common Stock which is subject to
outstanding options or warrants to purchase, or securities
convertible into, the Company's common stock.
(ii)There is currently no common stock of the Company which
could be sold under Rule 144 under the Securities Act of
1933 as amended or that the registrant has agreed to
register for sale by security holders.
(iii)There is currently no common equity that is being or is
proposed to be publicly offered by the registrant, the
offering of which could have a material effect on the market
price of the issuer's common equity.
B.Holders
As of the date of this Registration Statement, the Company
had approximately 59 stockholders of record.
C.Dividend Policy
The Company has not paid any dividends to date. In
addition, it does not anticipate paying dividends in the
immediate foreseeable future. The board of directors of the
Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying
dividends after giving consideration to the Company's
earnings, financial condition, capital requirements and such
other factors as the board may deem relevant.
D.Reports to Shareholders
The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such
other periodic reports as the Company may determine to be
appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company
will be required to comply with periodic reporting, proxy
solicitation and certain other requirements by the
Securities Exchange Act of 1934.
E.Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of
the Company is Shelley Godfrey, Pacific Stock Transfer
Company, 5844 S. Pecos, Suite D, Las Vegas, Nevada 89120,
(702)-361-3033.
Item 3.Recent Sale of Unregistered Securities
On February 1, 1999, the Company completed a public offering
of shares of common stock of the Company pursuant to
Regulation D, Rule 504, of the Securities Act of 1933, as
amended, whereby it sold 207,450 shares of the Common Stock
of the Company to 57 unaffiliated shareholders of record.
The Company filed an original Form D with the Securities and
Exchange Commission on or about December 15, 1998, and an
amended, final Form D with the Securities and Exchange
Commission on or about February 15, 1999. As of the date of
this Registration Statement, the Company has 3,437,450
shares of common stock issued and outstanding held by 59
shareholders of record.
Item 4.Description of Securities
A.Common Stock
(1)Description of Rights and Liabilities of Common
Stockholders
i. Dividend Rights - The holders of outstanding shares of
common stock are entitled to receive dividends out of assets
legally available therefore at such times and in such
amounts as the board of directors of the Company may from
time to time determine.
ii. Voting Rights - Each holder of the Company's common
stock are entitled to one vote for each share held of record
on all matters submitted to the vote of stockholders,
including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent
(50%) of the shares voting for the election of the directors
can elect all the directors. The board of directors may
issue shares for consideration of previously authorized but
unissued common stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of
the common stock are entitled to receive pro rata all of the
assets of the Company available for distribution to such
holders.
iv. Preemptive Rights - Holders of common stock are not
entitled to preemptive rights.
v. Conversion Rights - No shares of common stock are
currently subject to outstanding options, warrants, or other
convertible securities.
vi. Redemption rights - no redemption rights exist for
shares of common stock.
Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common
stock are subject to further call or assessment by the
issuer. The Company has not issued stock options as of the
date of this Registration Statement.
(2)Potential Liabilities of Common Stockholders to State and
Local Authorities
No material potential liabilities are anticipated to be
imposed on stockholders under state statues. Certain Nevada
regulations, however, require regulation of beneficial
owners of more than 5% of the voting securities.
Stockholders that fall into this category, therefore, may be
subject to fines in circumstances where non-compliance with
these regulations are established.
B.Debt Securities
The Company is not registering any debt securities, nor are
any outstanding.
C.Other Securities To Be Registered
The Company is not registering any security other than its
common stock.
Item 5.Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its
directors, officers and employees as follows: Every
director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by
or imposed upon him/her in connection with any proceeding to
which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as
being for the best interests of the Corporation.
The Bylaws of the Company further states that the Company
shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of the corporation, partnership,
joint venture, trust or enterprise, the indemnity against
expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable Nevada law. The
Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the
provisions of this Article. However, the Company has yet to
purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a
director or officer of the corporation shall not be
personally liable to this corporation or its stockholders
for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
The Articles of Incorporation of the Company further states
that every person who was or is a party to, or is threatened
to be made a party to, or is involved in any such action,
suit or proceeding, whether civil, criminal, administrative
or investigative, by the reason of the fact that he or she,
or a person with whom he or she is a legal representative,
is or was a director of the corporation, or who is serving
at the request of the corporation as a director or officer
of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts
paid or to be paid in a settlement) reasonably incurred or
suffered by him or her in connection therewith. Such right
of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil suit
or proceeding must be paid by the corporation as incurred
and in advance of the final disposition of the action, suit,
or proceeding, under receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be
indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of
such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
Part F/S
Item 1.Financial Statements
The following documents are filed as part of this report:
a)ECom CorporationPage
Report of James E. Slayton, CPA F-1
Balance Sheet as of March 23, 1999 F-2
Statement of Operations for the period from
October 6, 1998 through December 31, 1998 and
January 1, 1999 through March 23, 1999 F-3
Statement of Stockholder's Equity for the period
from October 6, 1998 through December 31, 1998
and January 1, 1999 through March 23, 1999 F-4
Statement of Cash Flows for the period from
October 6, 1998 through December 31, 1998 and
January 1, 1999 through March 23, 1999 F-5
Notes to Financial Statements F-6
b)Interim Financial Statements are not provided at this time
as they are not applicable at this time
c)Financial Statements of Businesses Acquired or to be
Acquired are not provided at this time as they are not
applicable at this time
d)Pro-forma Financial Information is not provided at this
time as it is not applicable at this time
Item 2.Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None -- Not Applicable.
<PAGE>
ECom Corporation
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 1998 and March 23, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
Board of DirectorsJuly 7, 1999
ECom Corporation (The Company)
Las Vegas, Nevada 89102
I have audited the Balance Sheet of ECom Corporation (A Development Stage
Company), as of December 31, 1998 and March 23, 1999, and the related
Statements of Operations, Stockholders' Equity and Cash Flows for the
period October 6, 1998 (Date of Inception) to December 31, 1998 and the
period ended March 23, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis
evidence supporting the amounts and disclosures in the financial statement
presentation. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ECom Corporation, (A
Development Stage Company), at December 31, 1998 and March 23, 1999, and
the results of its operations and cash flows for the period October 6, 1998
(Date of Inception) to December 31, 1998 and the period ended March 23,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, The Company has had limited operations and have not
commenced planned principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/S/James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
ECom Corporation
(A Development Stage Company)
BALANCE SHEET AS AT
December 31, 1998 and March 23, 1999
<TABLE>
<CAPTION>BALANCE SHEET
<S> <C> <C>
ASSETS
March 23 December 31
1999 1998
CURRENT ASSETS
Cash 11,842.00 3,981.00
Accounts Receivable 2,760.00 0.00
Other Current Assets 0.00 0.00
Total Current Assets 14,602.00 3,981.00
PROPERTY AND EQUIPMENT
Property and Equipment 0.00 0.00
Total Property and Equipment 0.00 0.00
OTHER ASSETS
Organization Costs net of Amortization 265.00 280.00
Total Other Assets 265.00 280.00
TOTAL ASSETS 14,867.00 4,261.00
LIABILITIES & EQUITY
CURRENT LIABILITIES 0.00 0.00
Accounts Payable 0.00 0.00
Total Current Liabilities 0.00 0.00
OTHER LIABILITIES
Due to Shareholder 0.00 0.00
Total Other Liabilities 0.00 0.00
Total Liabilities 0.00 0.00
EQUITY
Capital Stock 3,437.00 3,230.00
Additional Paid in Capital 23,308.00 2,770.00
Donated Capital 0.00 0.00
Retained Earnings or
(Deficit accumulated during development stage) (11,878.00) (1,739.00)
Total Stockholders' Equity 14,867.00 4,261.00
TOTAL LIABILITIES & OWNER'S EQUITY 14,867.00 4,261.00
</TABLE>
See accompanying notes to financial statements
-2-
<PAGE>
ECom Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS FOR PERIOD
October 6, 1998 (Date of Inception) to December 31, 1998
and the Period ended March 23, 1999
<TABLE>
<CAPTION>STATEMENT OF OPERATIONS
<S> <C> <C> <C>
October 6,1998 March 23 December 31
(Date of Inception) 1999 1998
to March 23, 1999
REVENUE
Services 3,125.00 3,125.00 0.00
Selling, General and Administrative 14,973.00 13,249.00 1,724.00
Amortiztion of Organization Costs 30.00 15.00 15.00
Total Costs and Expenses 15,003.00 13,249.00 1,739.00
Net Ordinary Income or (Loss) (11,878.00) (10,139.00) (1,739.00)
Weighted average number of
common shares outstanding 3,437,450 3,437,450 3,437,450
Net Loss Per Share -0.003 -0.003 -0.001
</TABLE>
See accompanying notes to financial statements
-3-
ECom Corporation
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR PERIOD
October 6, 1998 (Date of Inception) to December 31, 1998
and the Period ended March 23, 1999
<TABLE>
<CAPTION>STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During Total
Common Stock paid-in DonatedDevelopmentStockholder
Shares Amount Capital CapitalStage Equity
October 8, 1998
Issued for cash 3,230,000 3,230.00 2,700.00 6,000.00
Net loss
October 6, 1998
(Inception) to
December 31, 1998 (1,739.00) (1,739.00)
Balances as at
December 31, 1998 3,230,000 3,230.00 2,770.00 0.00 (1,739.00) 4,261.00
February 1, 1999
Issued for cash 207,450 207.45 20,537.55 20,745.00
Net loss
January 1, 1999
to March 23, 1999 (10,139.00)(10,139.00)
Balances as at
March 23, 1999 3,437,450 3,347.45 23,307.55 0.00(11,878.00) 14,867.00
See accompanying notes to financial statements
-4-
<PAGE>
ECom Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS FOR PERIOD
October 6, 1998 (Date of Inception) to December 31, 1998
and the Period ended March 23, 1999
</TABLE>
<TABLE>
<CAPTION>STATEMENT OF CASH FLOWS
<S> <C> <C>
March 23 December 31
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 365.00 0.00
Net Cash provided by Operating Activities 365.00 0.00
Cash paid to suppliers and employees 13,249.00 1,724.00
Cash disbursed for Operating Activities 13,249.00 1,724.00
Net Cash flow provided by Operating Activities (12,884.00) (1,724.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment 0.00 0.00
Net Cash used by investing activities 0.00 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 20,745.00 6,000.00
Cash paid for organizational costs 0.00 295.00
Net cash provided by financing activities 20,745.00 5,705.00
Net increase (decrease) in cash 7,861.00 3,981.00
Balance as at end of period 11,842.00 3,981.00
See accompanying notes to financial statements
-5-
<PAGE>
ECom Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March23, 1999
NOTE 1- HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 6, 1998 under the laws of the State of
Nevada, as ECom Corporation. The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company.
On October 8, 1998, the Company issued 3,230,000 Shares of its $0.001 par
value common stock for cash of $6,000.00.
On February 1, 1999, the Company completed a public offering that was
exempt from federal regulation pursuant to Regulation D, Rule 504 of the
Securities Act of 1933 as amended, and exemptions from state registration
pursuant to various state security transactional exemptions. The Company
sold 207,450 Shares of Common Stock at a price of $.10 per share for a
total amount raised of $20,745.00.
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1.The Company uses the accrual method of accounting.
2.The cost of organization, $295.00, is being amortized over a period of 60
months (October 6, 1998 through October 5, 2003).
3.Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
4.The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5.The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of depreciation
6.The Company experienced losses for its first fiscal tax year. The Company
will review its need for a provision for federal income tax after each
operating quarter and each period for which a statement of operations is
issued.
7.The Company's fiscal year end is December 31.
-6-
<PAGE>
ECom Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March23, 1999
NOTE 3- GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has not commenced its
planned principal operations. Without the realization of additional
capital, it would be unlikely for the Company to continue as a going
concern. It is management's plan to seek additional capital through a
private offering of its securities once it gets listed on the NQB's "Pink
Sheets" or the OTC-BB.
NOTE 4- RELATED PARTY TRANSACTION
The Company does not lease or rent any property. The officers and directors
of the Company are involved in other business activities and may, in the
ftiture, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such conflicts.
NOTE 5- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
-7-
<PAGE>
Part III
</TABLE>
<TABLE>
<CAPTION>INDEX TO EXHIBITS
<S> <C>
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed October 6, 1998
(b)By-Laws of the Company adopted October 6, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None. Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of The eCom Corporation ending
March 23, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>DESCRIPTION OF EXHIBITS
<S> <C>
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed October 6, 1998
(b)By-Laws of the Company adopted October 6, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None. Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of The eCom Corporation ending
March 23, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
</TABLE>
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement
to be signed on its behalf by the undersigned, thereunto
duly authorized.
_____________________________eCom Corporation______________________________
(Registrant)
Date:May 12, 1999
By:/s/ Bert K. Blevins III
Bert K. Blevins III, Chairman of the Board, President and
Chief Executive Officer
eCOM CORPORATION
A Nevada Corporation
Exhibit 3.a
Articles of Incorporation
<PAGE>
ARTICLES OF INCORPORATION OF
eCom Corporation
1.Name of Company:
eCom Corporation
2.Resident Agent:
The resident agent of the Company is:
Campbell Mello Associates, Inc.
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3.Board of Directors:
The Company shall initially have one director (1) who is
Bert Blevins; 4395 Polaris Avenue; Las Vegas, NV 89103.
This individual shall serve as director until their
successor or successors have been elected and qualified.
The number of directors may be increased or decreased by a
duly adopted amendment to the By-Laws of the Corporation.
4.Authorized Shares:
The aggregate number of shares which the corporation shall
have authority to issue shall consist of 20,000,000 shares
of Common Stock having a $.001 par value, and 5,000,000
shares of Preferred Stock having a $.001 par value. The
Common and/or Preferred Stock of the Company may be issued
from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock may be
issued for such consideration as may be fixed from time to
time by the Board of Directors. The Board of Directors may
issue such share of Common and/or Preferred Stock in one or
more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
5.Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
corporation shall not have any preference, preemptive right
or right of subscription to acquire shares of the
corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and
convertible into shares of the corporation, nor to any right
of subscription thereto, other than to the extent, if any,
the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money,
property or services, as the directors shall determine,
shall not be subject to assessment to pays the debts of the
corporation, nor for any other purpose, and no Common Stock
issued as fully paid shall ever be assessable or assessed,
and the Articles of Incorporation shall not be amended to
provide for such assessment.
<PAGE>
Incorporation Continued
6.Directors' and Officers' Liability
A director or officer of the corporation shall not be
personally liable to this corporation or its stockholders
for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
7.Indemnity
Every person who was or is a party to, or is threatened to
be made a party to, or is involved in any such action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or
a person with whom he or she is a legal representative, is
or was a director of the corporation, or who is serving at
the request of the corporation as a director or officer of
another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts
paid or to be paid in a settlement) reasonably incurred or
suffered by him or her in connection therewith. Such right
of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil suit
or proceeding must be paid by the corporation as incurred
and in advance of the final disposition of the action, suit,
or proceeding, under receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be
indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of
such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the foregoing, the Board
of Directors may adopt By-Laws from time to time without
respect to indemnification, to provide at all times the
fullest indemnification permitted by the laws of the State
of Nevada, and may cause the corporation to purchase or
maintain insurance on behalf of any person who is or was a
director or officer
8.Amendments
Subject at all times to the express provisions of Section 5
on the Assessment of Shares, this corporation reserves the
right to amend, alter, change, or repeal any provision
contained in these Articles of Incorporation or its By-Laws,
in the manner now or hereafter prescribed by statute or the
Articles of Incorporation or said By-Laws, and all rights
conferred upon shareholders are granted subject to this
reservation.
9.Power of Directors
In furtherance, and not in limitation of those powers
conferred by statute, the Board of Directors is expressly
authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders,
to make, alter or repeal the By-Laws of the corporation;
<PAGE>
Incorporation Continued
(b) To authorize and caused to be executed mortgages and
liens, with or without limitations as to amount, upon the
real and personal property of the corporation;
(c) To authorize the guaranty by the corporation of the
securities, evidences of indebtedness and obligations of
other persons, corporations or business entities;
(d) To set apart out of any funds of the corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the
whole board, to designate one or more committees to consist
of one or more directors of the of the corporation, which,
to the extent provided on the resolution or in the By-Laws
of the corporation, shall have and may exercise the powers
of the Board of Directors in the management of the affairs
of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
Such committee or committees shall have name and names as may
be stated in the By-Laws of the corporation or as may be
determined from time to time by resolution adopted by the
Board of Directors.
All the corporate powers of the corporation shall be
exercised by the Board of Directors except as otherwise
herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand this October 6,
1998, hereby declaring and certifying that the facts stated
hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 106
Las Vegas, Nevada 89102
Signature: /s/ Thomas C. Cook Esq.
State of Nevada)
County of Clark)
This instrument was acknowledged before me on
October 6, 1998, by Thomas C. Cook.
/s/Matthew J Blevins
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent:
I, ANTHONY M. MELLO III, as a principal of Campbell Mello
Associates, Inc. (CMA), hereby accept appointment of CMA as
the resident agent for the above referenced company.
Signature: /s/Anthony M. Mello III
Anthony M. Mello III
eCOM CORPORATION
A Nevada Corporation
Exhibit 3.b
ByLaws of the Company
<PAGE>
BYLAWS
OF
ECom Corporation
ARTICLE I
OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may
designate or as the business of the Corporation may require
from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the first day in the month of
October in each year, beginning with the year 1999, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall
be held on the next business day. If the election of
Directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than fifty percent
(50%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State
of Nevada, unless otherwise prescribed by statute, as the
<PAGE>
place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place,
either within or without the State of Nevada, unless
otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, the
place of the meeting will be the principal office of the
Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be
closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date
in any case to be not more than fifty (50) days and, in case
of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the
stock transfer books are not closed and no record date is
fixed for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
<PAGE>
shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the Corporation before or at the time of
the meeting.
SECTION 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor,
<PAGE>
guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and the shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors
shall be responsible for the control and management of the
affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred
upon or reserved to the shareholders.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one
(1). Each director shall hold office until the next annual
meeting of shareholders and until his/her successor shall
have been elected and qualified.
<PAGE>
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding
of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, by telegram, or by e-mail.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the notice
be given to the telegraph company. If notice be given by e-
mail, such notice shall be deemed delivered upon sending of
said e-mail and no return of the e-mail is received. Any
directors may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board
of Directors may be had by means of a telephone conference
or similar communications equipment by which all persons
participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
<PAGE>
SECTION 9. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his/her predecessor in
office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
SECTION 11. Resignation. Any director may resign at
any time by giving written notice to the Board of Directors,
the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation
shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with
or without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation. By resolution of the Board
of Directors, each director may be paid for his/her
expenses, if any, of attendance at each meeting of the Board
of Directors, and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any
director from serving the Corporation in any other capacity
and receiving compensation therefor.
SECTION 14. Contracts. No contract or other
transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the
fact that one or more of the directors of this Corporation
is or are interested in, or is a director or officer, or are
<PAGE>
directors or officers of such other corporations, provided
that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any
director, personally and individually, may be a party to or
may be interested in any contract or transaction of this
Corporation, and no directors shall be liable in any way by
reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a
majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken.
Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall
not be construed to impair, invalidate or in any way affect
any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
from time to time designate from among its members an
executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may
be provided in such resolution. Each such committee shall
serve at the pleasure of the Board.
SECTION 16. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his/her dissent shall be entered into the minutes of
the meeting or unless he/she shall file written dissent to
such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
<PAGE>
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation
shall be a President, one or more Vice Presidents, a
Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any
office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may
be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his/her successor shall
have been duly elected and shall have qualified, or until
his/her death, or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such officer, and
the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4. Removal. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be
terminable at will.
SECTION 5. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6. President. The President shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
<PAGE>
supervise and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. Vice President. In the absence of the
President or in event of his/her death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned by the President or by the
Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more minute book provided
for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address
<PAGE>
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the president
certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer
books of the Corporation; and (g) in general perform all
duties incident to the office of the Secretary and such
other duties as from time to time may be assigned by the
President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
SECTION 10. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of
the Corporation shall execute to the Corporation a bond in
such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of stock of
any other corporation, any right of power of the Corporation
as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on
behalf of the Corporation by the President, any Vice
President or such other person as the Board of directors may
authorize.
<PAGE>
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses
and liabilities, including counsel fees, reasonably incurred
by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as
being for the best interests of the Corporation.
The Corporation shall provide to any person who is or
was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
<PAGE>
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a
form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors to do so, and sealed with the
corporate seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
<PAGE>
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes. Provided, however, that
upon any action undertaken by the shareholders to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders' agreement thereto
restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement
is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty first day of
December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or director of
the Corporation under the provisions of these Bylaws or
<PAGE>
under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the 8th day of
October, 1998.
/s/Bert K Blevins
Secretary
eCOM CORPORATION
A Nevada Corporation
Exhibit 23
Consents of Independent Public Accountants
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
To Whom It May Concern:July 7, 1999
The firm of James E. Slayton, Certified Public Accountant consents to the
inclusion of my report of July 7, 1999, on the Financial Statements of ECom
Corporation. from the inception date of October 6, 1998 through March 23,
1999, in any filings that are necessary now or in the near future to be
filed with the U. S. Securities and Exchange Commission.
Professionally,
/S/James E. Slayton, CPA
Ohio License ID # 04-1-15582
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