U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2000
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 0-26701
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eCom Corporation
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(Exact name of small business issuer as specified in its charter)
Nevada 88-0406874
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1776 Park Avenue, Unit #4, Park City, UT 84060
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(Address of principal executive offices)
(801) 580-2855
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(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
1
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The Registrant has 21,336,190 shares of Common stock issued and
outstanding, par value $.001 per share as of September 30, 2000. The
Registrant has no Preferred Stock issued nor outstanding as of June
30, 2000.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
Balance Sheet (unaudited)............................ 5
Statements of Operations (unaudited)................. 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8-10
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 16
Item 2. Changes in Securities and Use of Proceeds............ 16
Item 3. Defaults upon Senior Securities...................... 16
Item 4. Submission of Matters to a Vote
of Security Holders................................. 16
Item 5. Other Information..................................... 16
Item 6. Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the nine
months ended September 30, 2000, follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.
<PAGE>
4
<PAGE>
eCom Corporation
(A Development Stage Company)
Balance Sheet
September 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
BALANCE SHEET
(unaudited)
Sept 30 December 31,
2000 1999
------- -----------
ASSETS
<S> <C> <C>
Current Assets:
Cash $ 313 $ 41
Accounts Receivable 755,000
Receivables in escrow 1,079,952
---------- --------
Total Current $1,835,265 $ 41
---------- --------
Other Assets:
Long Term Investments $1,435,000 -
---------- --------
Total Other Assets $1,435,000 -
---------- --------
Total Assets: $3,270,265 $ 41
========== ========
Current liabilities:
Payroll taxes payable $ - $ 1,053
--------- --------
Total current liabilities - -
--------- --------
Long-term liabilities - 1,053
--------- --------
Liabilities and Stockholders' Equity:
Preferred stock, $0.001 par value,
20,000,000 shares authorized, zero
shares issued and outstanding - -
Common stock, $0.001 par value,
80,000,000 shares authorized;
21,336,190 shares issued and
outstanding as of 09/30/00 21,336 17,437
Additional paid-in capital 3,941,094 149,308
Deficit accumulated during
development stage (692,165) (47,757)
---------- -----------
Total Stockholders' Equity 3,270,265 (1,012)
---------- -----------
Total Liabilities and
Stockholders' Equity $3,270,265 $ 41
========== =========
</TABLE>
See accompanying Notes are an Intregal Part of These Financial Statements.
5
<PAGE>
eCom Corporation.
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Three months Nine months Oct 6, 1998
------------ ---------- (Inception)
ending ending ending ending to
Sept 30, Sept 30, Sept 30, Sept 30, Sept 30,
2000 1999 2000 1999 2000
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenue $ - $ 3,515 $ - $ 8,350 $ 8,985
------- ------- -------- ------- ---------
Expenses:
General administrative
expenses 628,748 8,939 647,423 53,206 704,165
------- ----- -------- ------ --------
Total expenses 628,748 8,939 647,423 53,206 704,165
------- ----- -------- ------ --------
Other income:
Interest income - - 12,000 - 12,000
------- ------- ------- ------- --------
Total other income - - 12,000 - 12,000
------- ------- ------- ------- --------
Net loss $(628,748) $(5,424) $(635,423) $(44,856) $(692,165)
========== ========= ======== ========= =========
Weighted average
number of
common shares
outstanding 18,956,863 4,437,450 18,163,754 3,946,906 9,426,312
========== ========= ========== ========= ==========
Net loss per share $(0.03) $(0.001) $ (0.03) $ (0.01) $ (0.07)
======= ======== ======== ======== ========
</TABLE>
See accompanying Notes are an Intregal Part of These Financial Statements.
6
<PAGE>
eCom Corporation
(A Development Stage Company)
Statement of Cash Flows
For the Nine Months Ending September 30, 2000 and 1999
and For the Period October 6, 1998 (Inception) to September 30, 2000
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
Oct 6, 1998
(Inception) to
Sept 30, Sept 30, Sept 30,
2000 1999 2000
-------- -------- -------------
<S> <C> <C> <C>
CASH FLOWS USED BY OPERATING ACTIVITIES
Net loss $(628,748) $ (44,856) $(683,180)
Adjustments to reconcile net income to net
Cash used by operating activities - - -
Stock issued for services provided
to the Company - - 10,000
-------- --------- -----------
Net cash used by operating activities (628,748) (44,856) (673,180)
-------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided (used)
by investing activities (1,435,000) - (1,435,000)
--------- ------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 3,143,700 36,475 3,180,445
---------- -------- ----------
Receipts from subscriptions receivable - - 8,000
Receivables (1,079,952) - (1,079,952)
--------- -------- ----------
Net cash provided by
financing activities 2,063,748 36,475 2,108,493
---------- -------- ----------
Net increase in cash 0 8,111 313
Cash - beginning 313 6,457 -
---------- ------- ----------
Cash - ending $ 313 $ 1,654 $ 313
========= ======== ==========
</TABLE>
See accompanying Notes are an Intregal Part of These Financial Statements.
7
<PAGE>
eCom Corporation
(A Development Stage Company)
Footnotes
Note 1. - Basis of Presentation
The financial statements included herein have been prepared by eCom
Corporation (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). In conformity
with Regulation S-X, these financial statements do not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements. However, the Company believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1999.
In the opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the Company's financial position and results of operations.
The results for the three month period ended June 30, 2000 are not necessarily
indicative of the results expected for the full fiscal year.
Note 2 - History and Organization of the Company
The Company was organized on October 6, 1998 (Date of Inception) under
the laws of the State of Nevada, eCom Corporation. The Company has
minimal operations and in accordance with SFAS #7, the Company is
considered a development stage company. The Company was initially
authorized to issue 20,000,000 shares of $0.001 par value common stock
and 5,000,000 shares of $0.001 par value preferred stock. The board of
directors amended the articles of incorporation of the Company and
increased the number of authorized shares of $0.001 par value common
stock to 80,000,000 shares and the number of authorized shares of $0.001
par value preferred stock to 20,000,000 shares.
Note 3 - Summary of Significant Accounting Policies
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ significantly
from those estimates.
3. The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments
with the maturity of three months or less are considered to be cash
equivalents. There are no cash equivalents as of September 30, 2000.
4. Earnings per share (EPS) is computed using the weighted average
number of shares of common stock outstanding during the period. Diluted
EPS is computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were issued.
Since the Company has no common shares that are potentially issuable,
such as stock options, convertible preferred stock and warrants, basic
and diluted EPS are the same. The Company had no dilutive common stock
equivalents such as stock options as of September 30, 2000.
5. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
6. 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 has adopted December 31 as its fiscal year end.
8
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eCom Corporation
(A Development Stage Company)
Footnotes
Note 4 - Subscriptions Receivable
Subscriptions receivable represents a $120,000 installment note
receivable for stock issued. The note bears an interest rate of 10%,
with one interest payment of $12,000 due on March 15, 2000 and one
principal payment of $120,000 due on December 16, 2000. The note is
unsecured and, if not collected, the common stock and additional paid-in
capital accounts will be reduced accordingly. As of September 30, 2000, the
$12,000 interest payment and $8,000 of the principal balance has been
received.
Note 5 - Income Taxes
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial Accounting Standards No. 109
(SFAS #109) "Accounting for Income Taxes". A deferred tax asset or
liability is recorded for all temporary differences between financial
and tax reporting. Deferred tax expenses (benefit) results from the net
change during the year of deferred tax assets and liabilities.
There is no provision for income taxes for the year ended September 30, 2000,
due to the net loss and no state income tax in Nevada.
Note 6 - Stockholders' Equity
On October 8, 1998 the company issued 3,230,000 shares of its $0.001 par
value common stock to a former director for cash in the amount of
$6,000.
On February 1, 1999, the Company initiated a public offering of
securities 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 $0.10 per share for a total
cash amount raised of $20,745.
On May 3, 1999, pursuant to Regulation D, Rule 504 of the Securities Act
of 1933, as amended, the Company sold 1,000,000 shares of Common Stock
for a cash price of $0.01 per share for a total amount raised of
$10,000.
On May 3, 1999, the Company issued 1,000,000 shares of Common Stock to a
former director in exchange for services worth $10,000 at the rate of
$0.01 per share.
On December 17, 1999, the Company issued 12,000,000 shares of Common
Stock in exchange for an installment note receivable.
On September 30, 2000, pursuant to Regulation D, Rule 505 of the Securities
Act of 1933, as amended, the Company sold 3,898,740 of it $0.001 par value,
Common stock for a cash price of $1.00 per share to approximately 191
shareholders.
There have been no other issuances of common or preferred stock.
9
<PAGE>
eCom Corporation
(A Development Stage Company)
Footnotes
Note 7 - 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 realization of additional
capital, it would be unlikely for the Company to continue as a going
concern.
The officers and directors are involved in other business activities and
may, in the future 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 8 - Related Party Transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein.
Note 9 - Warrants and Options
There are no warrants outstanding to acquire any additional shares of
common stock.
Note 10 - Year 2000 Issue
The Y2K issue had no effect on this Company.
10
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
eCom Corporation, hereinafter referred to as the ("Company") or ("eCom")
is a developmental stage company with 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.
Marketing services as offered by the Company include the various components
critical to a website's success; marketing in search engines with
gateway sites, the utilization of metatags and creation of reciprocating links
between websites. Additionally, the Company intends on marketing via e-mail
with opt-in email lists -for example, the creation of a form for our clients
to have on their websites which enables the end user to complete and send
to the marketing department to be included on future mailings. Marketing
via satellite sites-separate websites for each of core service area. eCom
assists clients in executing these services as well as providing marketing
assistance in the integration of traditional media types.
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.
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 realization of
additional capital, it would be unlikely for the Company to continue as
a going concern.
The officers and directors are involved in other business activities
and may, in the future 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.
Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.
11
<PAGE>
Earnings per share (EPS) is computed using the weighted average number
of shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were issued.
Since the Company has no common shares that are potentially issuable,
such as stock options, convertible preferred stock and warrants, basic and
diluted EPS are the same. The Company had no dilutive common stock
equivalents such as stock options as of September 30, 2000.
The Company has not pursued or explored any opportunities for an
acquisition or merger. This does not preclude that the Company may not
explore any opportunities in the future.
Results of Operations
As a developmental stage Company, the Company did not generate any
revenues. In addition, the Company does not expect to generate any
significant revenues over the next approximately to twelve (12) months.
During the Third Quarter, the Company experienced net losses $628,748
against no revenues. These expenses represented the cost for the
Company to raise money for its Regulation D, 505 Offering during
the Quarter. The Company does not have any material commitments for
capital expenditures.
Plan of Operation
(1) During the Third Quarter operating period ended September 30, 2000, the
Company had no revenues and expenses of $628,748, which represented
The cost to sell 3,898,740 shares of its restricted stock in a Regulation
D, 505 Offering. In addition, the Company did not generate any revenues from
operations from January 1, 2000 through September 30, 2000.
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 a direct public 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.
On May 3, 1999, pursuant to Regulation D, Rule 504, of the Securities
Act of 1933 as amended, the Company sold to an unaffiliated shareholder
of record 1,000,000 Shares of Common Stock for cash at a price of $.01 per
share for a total amount raised of $10,000.00.
On May 3, 1999, the Company issued 1,000,000 Shares of Common Stock to
a Director in exchange for services worth $10,000.00 at the rate of
$0.01.
On September 30, 2000, pursuant to Regulation D, Rule 505 of the Securities
Act of 1933, as amended, the Company sold 3,898,740 of it $0.001 par value,
Common stock for a cash price of $1.00 per share to approximately 191
shareholders. Through this Offering, the company raised $3,143,700. The
cost to the Company to raise these funds amounted to: $628,748, which
left the Company $2,514,952. The Company invested $1,435,000 of these
funds into ACS, a separate non-affiliated corporation. The remaining
funds of $1,079,952 are being held in escrow with an additional $755,000
as an account receivable.
As of the date of this filing, the Company has approximately twenty-one
million million three hundred thirty-six thousand one-hundred and ninety
(21,336,190) shares of its $0.001 par value common voting stock issued
and outstanding which are held by approximately two hundred thirteen (213)
shareholders of record. Management anticipates that the proceeds from
financing transactions delineated above will be sufficient to provide for
the Company's capital needs for the next approximately three (3) to six (6)
months.
12
<PAGE>
In addition, management of the Company believes that 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 although there are no definitive or legally binding
arrangements to do so. 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.
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.
There are no definitive or legally binding arrangements for management to
provide liquidity now or in the future for the Company. There are likewise,
no such arrangements with any other parties.
13
<PAGE>
Liquidity and Capital Resources
On February 1, 1999, the Company completed a direct 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 purchase price of the shares for each shareholder was $0.10 or ten
cents. 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.
Mr. Anthony Mello and Mr. Bert Blevins on May 1st acquired 1,000,000 shares
a piece at price of $0.01 per share for a total capital investment of
$20,000. On December 13, 1999, a Buying Group, lead by CashCom Services
Corporation, a Canadian Corporation, acquired 2,000,000 shares of eCom
Corporation's common stock, pursuant to an Share Purchase Agreement by and
between Janeva Corp. and Campbell Mello Associates Corporation The Buying
Group paid to Janeva Corporation and Campbell Mello Associates Corporation the
sum of two hundred ninety thousand dollars ($290,000.00) for the common shares.
The source of the funds was paid by cash wire transfer. eCom Corporation, in
reliance upon an exemption from the registration provisions of Section 5 of the
Securities Act of 1993, as amended, pursuant to Regulation D, Rule 506, of the
Act, issued 12,000,000 restricted shares of its common stock, on December
17, 1999, at one (1) cent per share for a Note which totaled one hundred
twenty thousand ($120,000) dollars, along with interest in the amount of ten
(10) percent. The restricted stock was sold to Lori Bird.
On September 30, 2000, pursuant to Regulation D, Rule 505 of the Securities
Act of 1933, as amended, the Company sold 3,898,740 of it $0.001 par value,
Common stock for a cash price of $1.00 per share to approximately 191
shareholders. Through this Offering, the company raised $3,143,700. The
cost to the Company to raise these funds amounted to: $628,748, which
left the Company $2,514,952. The Company invested $1,435,000 of these
funds into ACS, a separate non-affiliated corporation. The remaining
funds of $1,079,952 are being held in escrow with an additional $755,000
as an account receivable.
The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. There is no assurance that the
proceeds of the Company will be able to raise sufficient funding to
enhance the Company's financial resources sufficiently to generate volume for
the Company.
The Company currently has one (1) employee: one President. The Company
has no intention at this time to add employees.
The Company's performance is substantially dependent on the performance of
its corporate secretary, Ian Archibald. In particular, the Company's success
depends on his ability to develop, design and create strategies for the
company. The loss of the services of any of its executive officer could have a
material adverse effect on the business, results of operations and financial
condition of the Company. The Company's future success also depends on its
ability to retain and attract highly qualified technical and managerial
personnel.
14
<PAGE>
Market For Company's Common Stock
Until October 27, 1999, there was no public trading market for the
Company's stock. On that day the Company's common stock was cleared for
trading on the OTC Bulletin Board system under the symbol ECCM. A very
limited market exists for the trading of the Company's common stock.
The approximate number of holders of record of common stock as of
September 30, 2000 was two hundred thirteen (213). Approximately, one
hundred and ninety-one shareholders hold restricted stock in the company.
Dividends
---------
Holders of common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. No dividends have been paid on our
common stock, and we do not anticipate paying any dividends on our common
stock in the foreseeable future.
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.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's
financing plans. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence
on continued growth in the use of the Internet, the Company's inexperience
with the Internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the Internet,
government regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
15
<PAGE>
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company from time to time may be involved in litigation incident to the
conduct of its business. Certain litigation with third parties and
present and former shareholders of the Company are routine and incidental.
During the Third Quarter, the Company, as the Plaintiff, filed a lawsuit
regarding a shareholder dispute. The outcome of this lawsuit has yet to
be settled; and, as with any lawsuit, the outcome could have a material
adverse affect on the Company.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
The Company filed a Current Report dated March 20, 2000 on Form 8-K containing
information pursuant to Item 4 ("Changes in Accountants") entitled "Changes in
Registrant's Certifying Account."
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
eCom Corporation
----------------
(Registrant)
Dated: November 13, 2000
/s/ Ian Archibald
-----------------------
Ian Archibald
President and Chief Executive Officer
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