UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
E-Com Technologies Corporation
(Name of Small Business Issuers in its charter)
Nevada 98-0199981
(State of other jurisdiction of (I.R.S. Employer Identification
incorporation or organization Number)
388-1281 West Georgia Street, V6E 3J7
Vancouver, B.C., Canada
(Address of principal executive (zip code)
offices)
Issuer's telephone number: (604) 608-6336
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, $0.001 par value per share, 90,000,000 shares
authorized, 12,501,913 issued and outstanding as of September 11,
2000.
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TABLE OF CONTENTS
Page
----
Part I 3
Item Description of Business 3
1.
Item Management's Discussion and Analysis and Plan of 8
2. Operation
Item Description of Property 9
3.
Item Security Ownership of Management 9
4.
Item Directors and Executive Officers 10
5.
Item Executive Compensation 12
6.
Item Certain Relationships and Related Transactions 12
7.
Item Description of Securities 13
8.
Part II 14
Item Market for Common Equity and Related Stockholder 14
1. Matters
Item Legal Proceedings 14
2.
Item Changes in and Disagreements with Accountants 14
3.
Item Recent Sales of Unregistered Securities 14
4.
Item Indemnification of Directors and Officers 15
5.
Part F/S F-1
Item Financial Statements F-1
1.
Part III 17
Item Index to Exhibits 17
1.
/2/
Forward Looking Statements
Some of the statements contained in this Form 10-SB that are
not historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to
be cautious of the forward-looking statements, that such
statements, which are contained in this Form 10-SB, reflect our
current beliefs with respect to future events and involve known and
unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No
assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of the
risks we face, and actual events may differ from the assumptions
underlying the statements that have been made regarding anticipated
events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those
contemplated by such forward-looking statements include without
limitation:
Our ability to maintain, attract and integrate internal
management, technical information and management information
systems;
1. Our ability to generate customer demand for our services;
2. The intensity of competition; and
3. General economic conditions.
All written and oral forward-looking statements made in
connection with this Form 10-SB that are attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by these cautionary statements. Given the uncertainties
that surround such statements, you are cautioned not to place undue
reliance on such forward-looking statements.
Part I
We are filing this Form 10-SB on a voluntary basis to:
1. Provide current, public information to the investment
community;
2. Expand the availability of secondary trading exemptions under
the Blue Sky laws and thereby expand the trading market in our
securities; and
3. Comply with prerequisites for listing of our securities on the
NASD OTC Bulletin Board.
Item 1. Description of Business
A. Business Development and Summary
We were formed as a Nevada Corporation on January 29, 1999
under the name E-Com Technologies Corporation. Our articles
authorize us to issue up to 90,000,000 shares of common stock at a
par value of $0.001 per share and 10,000,000 shares of preferred
stock at par value. We are filing this Form 10-SB voluntarily with
the intention of establishing the fully reporting status with the
SEC. The fully reporting status is a necessary step in
accomplishing our goal of having our stock listed on the OTC
Bulletin Board in the future. Consequently, we will continue to
voluntarily file all necessary reports and forms as required by
existing legislation and the SEC rules. Presently, we have no
market maker and we have not discussed with any market maker or
registered broker any aspects of our operations.
We develop solutions for e-commerce and on-line businesses.
We develop web sites with on-line transaction processing, ordering
systems, payment systems, databases and other features tailored
specifically to meet each client's needs. We also provide e-
commerce consulting and development, as well as Internet marketing
services, which we believe will generate a secondary source of
revenues. We carry on business in
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Canada through a wholly owned
subsidiary, E-Com Consultants (Canada) Corporation, incorporated in
British Columbia, Canada. E-Com Consultants provides us with a
Canadian presence and extends our marketing capabilities. We
intend to carry on business in the US through E-Com Technologies
Corporation.
To date, we have developed three Internet sites owned and
operated by the Company. The first site we own and operate is our
corporate home page at www.ecom-technologies.com. This site
outlines the services we provide, from web site design and
implementation to hosting, marketing and full customer support. We
also own and operate an information technology web-store, located
at www.itwebstore.com, which serves as an intermediary between the
manufacturer or supplier and consumer, and therefore carries no
inventory. The third site is www.domaindiscounters.net, which is a
wholesaler and retailer of domain name registration and related
services, including web hosting.
We have also completed development of various Internet
ordering browser applications, database systems and web sites for
clients. In addition, we offer web hosting, Internet marketing
services, web based applications programming and web site
maintenance for clients.
However, we are a small company that develops services for use
on the Internet, and we face all of the risks inherent in a
competitive and rapidly changing environment. Our success must be
considered, in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with
the development, introduction, marketing and distribution of
services in a competitive environment.
B. Business of Issuer
(1) Principal services and principal markets
We provide fully integrated solutions and services to assist
businesses build, deploy and maintain e-commerce web sites. We
also develop database driven web sites for clients. Our solutions
are designed to help businesses accept transactions and run
applications on the web. We also provide on-going consulting,
development, Internet marketing and web hosting facilities to our
clients. Most businesses typically require easy-to-use solutions
that enable them to build or enhance their web sites quickly and
efficiently, add key functions such as electronic commerce or web
applications and work with a variety of industry standards and
platforms. We design products and services to specifically address
these needs.
However, we have a limited operating history, and we face all
of the risks inherent in any business and especially with a company
servicing a new and developing market. These risks include, but
are not limited to, market acceptance and penetration of our
services, our ability to distribute and market our services and
software, management of the costs of conducting operations, general
economic conditions and other factors, some of which are beyond our
control. We cannot assure you that we will be successful in
addressing these risks. Failure to successfully address these
risks could have a material adverse effect on our operations.
(2) Distribution methods of our services
Our marketing strategy is to promote, advertise and increase
our brand visibility and attract new customers through multiple
channels, including:
1. Developing strategic alliances,
2. Establishing our brand name and
3. Direct marketing to existing and potential customers.
We believe that the use of multiple marketing channels will
reduce our reliance on any one source of customers, lower customer
costs and maximize brand awareness.
/4/
Strategic alliances
We may pursue strategic alliances with partners who have
established operations. We believe that these joint venture
relationships, if successful, will allow us to gain additional
insight, expertise and penetration in markets where joint venture
partners already operate, and may increase our revenue and income
growth. No specific agreements have been signed, and no assurance
can be given that any agreements will be effected, or if effected,
will be successful.
Establish our name brand
We believe that building awareness of the E-Com Technologies
brand is important in establishing and expanding our customer base.
We intend to introduce marketing efforts to build our user base and
brand name. We plan to launch an advertising campaign online,
initially, and in traditional media as our revenues permit, to
attract new users. The campaign is expected to include sponsorship
placements on high traffic web sites, targeted opt-in E-mail and
promotions on our web site and our client's web sites.
Direct Marketing
We plan to communicate on a regular basis with our customers
who have requested to be updated on new developments and e-commerce
opportunities. We believe this proactive marketing approach will
allow us to alert existing customers to potential business
opportunities. In addition, we intend to send qualify sales leads
through a telemarketing campaign to businesses whose contact
information we obtained from marketing research companies or
publicly available business directories.
Our marketing efforts to date have consisted of news releases,
Internet associate programs, outside sales teams and telemarketing
staff to identify leads for salespersons. Our news releases can
also be viewed on our Internet home page (www.ecom-
technologies.com). Announcements regarding our activities are
publicized to generate interest in our services. We also
participate in a co-branding strategy with the web sites we own and
those we have developed for our clients. This strategy provides us
the ability to place links to our web sites on the sites of our
clients and various other companies. In exchange, we place links
and advertisements of those companies on our sites. These
arrangements are on a month-to-month basis and can be terminated at
any time at the discretion of either party.
Our ability to distribute and generate awareness of our
services must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in new and highly
competitive markets. We cannot assure you that we will be
successful in attracting and retaining new and existing customers,
and the failure to do so would have a material adverse effect on
our business operations.
(3) Status of any announced new service
As of September 11, 2000, we have:
1. Developed and implemented a business plan;
2. Recruited and retained an appropriate management team, board
of directors, programming and marketing staff;
3. Attained capital that we believe will be sufficient for the
next six months of operations;
4. Developed our corporate web site at www.ecom-technologies.com;
5. Developed two other wholly-owned e-commerce web sites to
generate revenues;
6. Completed development of Internet applications, database
systems and web sites for clients; and
7. Set up web hosting facilities in-house.
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We have commenced planned principal operations and have begun
generating revenues. However, we expect our industry to become
increasingly competitive. We intend to compete by targeting small-
to mid-sized e-commerce and on-line businesses and by catering to
the needs of these clients. Our goal is to ensure client
satisfaction with our services and to develop a reputation for
client service. We also expect to directly market services
developed specifically for small- to mid-sized e-commerce
businesses.
(4) Industry background
E-commerce and Internet use has experienced exponential growth
in recent years as more and more businesses and customers are
coming on-line. The industry is expected to continue this growth
in the coming years at an unprecedented rate. We expect that there
will be a significant demand for our services in both the short and
long term given the number of potential customers and clients and
the growth expected in the industry.
Although web access has become relatively simple, it is
difficult and expensive to build an effective web presence. The
challenges of building a successful Internet or intranet web site
require solutions that address planning, design, building and
deployment, as well as web site promotion and maintenance after the
web site is placed online. Companies are often also faced with a
difficult "make or buy" decision, either to build a web site by
using in-house resources or third-party service providers, or to
develop a web site with available "off-the-shelf" applications.
Key factors influencing their choice of solutions include ease and
flexibility of building, construction time and cost and the cost
and flexibility of later maintaining and enhancing their web site.
In addition, the web utilizes multiple standards and platforms,
including different web browsers, databases and web servers, which
increase the complexity of building a site that operates in
multiple environments.
The first generation of web site building products was
technically difficult to use and generally required the programming
expertise of a limited number of highly skilled users such as
hypertext mark-up language programmers or highly skilled designers.
The second generation of products and online services that
facilitated web site building targeted consumers with personal
"home page" building tools and casual desktop users with the
ability to publish simple, static information. Although third
party service providers and in-house information system personnel
can provide technical coding, these resources are expensive and may
not provide the flexibility required to develop and maintain
dynamic, evolving web sites. In addition, third party and in-house
IS solutions have excluded key business users from the web site
building and maintenance process, rather than fostering a
collaborative site building development process, which includes
content contributions from such users.
We plan to develop and market solutions and services that
enable businesses to deploy and maintain e-commerce and on-line web
sites. Our e-business solutions are designed to help businesses
conduct e-commerce and run e-applications on the web. We also
provide on-going consulting and development to our clients. Most
businesses typically require web site design and development, web
site hosting and maintenance, electronic commerce or web
applications, Internet marketing services. Our professional
services work with a variety of industry standards and platforms.
We design products and services to address these needs.
(5) Raw materials and suppliers
We provide computer programming and Internet professional
services, including design, development, hosting and marketing. We
commonly hire suppliers of these professional services on a
contract basis, as is commonly done in the programming and Internet
professional services industries. We obtain computer hardware and
software products from independent third parties for sale through
IT Webstore.
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(6) Customers
We believe that our ability to establish and maintain long-
term relationships with our customers and encourage repeat business
depends, in part, on the strength of our customer support and
service operations and staff. We value frequent communication with
and feedback from our customers to continually improve our
services. We plan to offer e-mail addresses to enable customers
and visitors to our web sites to request information and to
encourage feedback and suggestions. We expect to handle general
customer inquiries, answering customer questions about the web
designing process and inquiries regarding the status of contracted
projects.
We provide Internet-related consulting services. We plan to
reach prospective customers via strategic partnerships, our web
site, direct marketing and affiliate programs. For the six months
ended June 30, 2000, we have generated $16,613 of sales revenue.
For the period January 29, 1999 to December 31, 1999 we generated
$46,467 of sales revenue.
(8) Regulation
We are not currently subject to direct regulation by any
domestic or foreign governmental agency, other than regulations
applicable to businesses generally, export control laws and laws or
regulations directly applicable to e-commerce. However, the growth
and development of the market for e-commerce may prompt more
stringent consumer protection laws that may impose burdens on
online businesses. The adoption of additional laws or regulations
may decrease the growth of the Internet or other online services,
which could, in turn, decrease the demand for our services and
increase the cost of doing business. The applicability of existing
laws governing issues such as property ownership, copyrights,
encryption and other intellectual property issues, taxation, libel,
export or import matters and personal privacy to the Internet is
uncertain.
(9) Effect of existing or probable government regulations
We believe that we will be able to comply in all material
respects with laws and regulations governing the on-line commerce
industry, and that such laws will not have a material effect on our
operations. However, due to the increasing usage of the Internet,
various federal and state agencies may propose new legislation that
may adversely affect our business, financial condition and results
of operations. We are not aware of any probable government
regulations that may adversely affect our Internet operations.
The vast majority of laws were adopted prior to the broad
commercial use of the Internet and related technologies. As a
result, they do not contemplate or address the unique issues of the
Internet and related technologies. Changes to these laws intended
to address these issues could create uncertainty in the Internet
marketplace. This uncertainty could reduce demand for services or
increase the cost of doing business due to increased costs of
litigation or increased service delivery costs.
(12) Employees
We presently have nine full time employees and no part time
employees. Our employees are currently not represented by a
collective bargaining agreement, and we believe that our relations
with our employees are good.
In addition, we frequently contract independent designers and
consultants to complete projects with us. These designers and
consultants are utilized and paid on a per-project basis and can be
terminated at the discretion of either party by providing written
notice. Initiation of the termination process will begin the first
day of the calendar month following receipt of the termination
notice. However, no termination notice may be delivered by either
party until the project has been completed and all invoices
settled.
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Item 2. Management's Discussion and Analysis and Plan of
Operation
Forward Looking Statements
When used in this Form 10-SB and in our future filings with
the Securities and Exchange Commission, the words or phrases "will
likely result," "management expects," or "we expect," "will
continue," "is anticipated," "estimated" or similar expressions are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date
made. These statements are subject to risks and uncertainties,
some of which are described below. We have no obligation to
publicly release the result of any revisions that may be made to
any forward-looking statements to reflect anticipated events or
circumstances occurring after the date of such statements.
A. Management's Plan of Operation
(1) The following comprises the capitalization history for E-Com
Technologies:
1. On January 31, 1999, three founding shareholders purchased
3,000,000 shares of our authorized common stock at par value for
cash or $3,000. This original stock offering was made in
accordance with Section 4(2) of the Securities Act of 1933, as
amended.
2. On April 4, 1999, we completed an offering of 1,200,000 shares
of common stock to six investors at par value for total receipts of
$1,200. This offering was made in reliance upon an exemption from
the registration provisions of the Securities Act of 1933, as
amended, pursuant to Regulation D, Rule 504 of the Act.
3. On April 30, 2000, we issued 529,960 shares of common stock to
66 individual shareholders at a price of $0.25 per share, for total
receipts of $132,490 ($119,990 in cash and $12,500 as payment for
services). This offering was made in reliance upon an exemption
from the registration provisions of the Securities Act of 1933, as
amended, in accordance with Regulation D, Rule 504 of the Act.
4. On April 30, 2000, we completed an offering pursuant to
Regulation S of the Securities Act of 1933, as amended. We sold
270,805 shares of common stock to 22 unaffiliated shareholders and
two affiliated shareholders, at a price of $0.25 per share for cash
consideration of $67,276 in cash and $425 in services.
5. On May 23, 2000, we initiated a forward stock split of two and
a half shares to one share of common stock. This brought our
issued and outstanding shares of common stock to 12,501,913.
As of the date of this filing, we have 12,501,913 shares of
par value common voting stock issued and outstanding, which are
held by approximately 99 shareholders of record. We have adequate
financial resources to carry on operations for a period of six
months assuming no revenues are earned, however, if our capital
requirements are greater than our financial resources, we may be
required to raise additional capital via a public or private
offering. In the meantime, our officers and directors plan to
advance us funds on an as-needed basis, although there is no
definitive or legally binding arrangement to do so. There are no
preliminary loan agreements or understandings between us, our
officers, directors or affiliates or lending institutions. We
currently have 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.
To date, we have generated $63,080 in sales revenues and
devoted our efforts primarily to developing our services,
implementing our business strategy and raising working capital
through equity financing. Our revenues are primarily dependent
upon our ability to cost-effectively and efficiently develop and
market e-commerce solutions, web site design and development, web
site hosting and Internet marketing services. Our priorities for
the next 12 months of operations are:
/8/
1. Continuing to market our services,
2. Developing strategic relationships,
3. Further establishing our brand identity, and
4. Responding to competitive developments.
We cannot guarantee you that we will be able to compete
successfully or that the competitive pressures we may face will not
have a material adverse effect on our business, results of
operations and financial condition. Additionally, intensified
competition in the e-business solutions market could force us out
of business.
(2) Our net loss for the six months ended June 30, 2000 was
$102,761. Our net loss was primarily attributable to total
expenses of $109,140. The majority of these expenses were due to
consulting and professional fees and general and administrative
costs.
Our net income for the year ending December 31, 1999 was
$3,347. As of December 31, 1999, one customer provided $45,537 or
the total $46,467 of revenues reported. Since that time, we have
not generated any revenue from that customer.
We may experience significant fluctuations in operating
results in future periods due to a variety of factors including the
following risks:
1. We may need to obtain additional financing in the event that
we are unable to realize sales of our services or collect accounts
receivable;
2. Our market is highly competitive;
3. The market in which we operate is subject to rapid
technological change, which could render our services obsolete; and
4. We may experience difficulty in managing growth.
Item 3. Description of Property
A. Description of Property
Our corporate headquarters are located at 388-1281 West
Georgia Street, Vancouver, B.C., Canada V6E 3J7. We rent this
approximately 1,500 square foot office space for $1,690 per month
on a month-to-month basis. We believe this is currently suitable
for our main administrative office. We do not have any additional
facilities. There are currently no proposed programs for the
renovation, improvement or development of the property currently
being utilized by us.
Item 4. Security Ownership of Management
A. Security Ownership of Management
The following table sets forth as of June 30, 2000 certain
information regarding the beneficial ownership of our common stock
by:
1. Each person who is known us to be the beneficial owner of more
than 5% of the common stock,
2. Each of our director and executive officers and
3. All of our directors and executive officers as a group.
Except as otherwise indicated, the persons or entities listed
below have sole voting and investment power with respect to all
shares of common stock beneficially owned by them, except to the
extent such power may be shared with a spouse. No change in
control is currently being contemplated.
/9/
Name and Address Shares Beneficially Percentage of Shares
Owned Outstanding
================ =================== ====================
James Malish 2,500,000 20.00%
#388-1281 W. Georgia
St.
Vancouver, B.C.,
Canada V6E 3J7
Ron Jorgensen 2,500,000 20.00%
#388-1281 W. Georgia
St.
Vancouver, B.C.,
Canada V6E 3J7
Kyle Werier 2,500,000 20.00%
#388-1281 W. Georgia
St.
Vancouver, B.C.,
Canada V6E 3J7
Total ownership by 7,500,000 60.42%
our officers and
directors (three
individuals)
B. Persons Sharing Ownership of Control of Shares
No person other than James Malish, Ron Jorgensen and Kyle
Werier owns or shares the power to vote 5% or more of our
securities.
Item 5. Directors and Executive Officers
A. Directors and Executive Officers
The following table sets forth certain information with
respect to each of our executive officers or directors.
Name Age Position Appointed
==== === =========== ===========
James Malish 43 President, January 29,
Chairman of the Board 1999
Ron Jorgensen 33 Chief Financial Officer, January 29,
Secretary and Treasurer 1999
Kyle Werier 34 Vice President of Corporate January 29,
Development 1999
R. Scott 33 Director September 8,
Irwin 1999
Jeff Quennell 34 Director September 8,
1999
B. Work Experience
James Malish, President, Chairman of the Board - Mr. Malish
has over 14 years of programming experience, most of which has been
in the areas of database design and new application development.
Mr. Malish began his education in Edmonton as an Applied Researcher
in college. After receiving his diploma as an Applied Researcher,
he enrolled in a Computer Systems course at The Northern Alberta
Institute of Technology. After graduating from NAIT in 1989, Mr.
Malish worked for a transportation company for five
/10/
years as a
programmer and network administrator where he developed his
programming skills and also gained valuable experience in
relational databases.
In 1994, Mr. Malish moved to Vancouver and founded Micro Man
Systems, Inc., which specialized in multimedia and text-to-speech
applications software programs. In 1996, he accepted a position as
the Lead Programmer and PC Specialist for NorthWest Life Assurance
Company in Vancouver. His duties at NWL included the design,
programming and implementation of a new policy tracking system and
network administration.
Ron Jorgensen, CFO, Secretary and Treasurer - Mr. Jorgensen is
a Certified Public Accountant, a Chartered Accountant and has
obtained a degree in Business Administration from Simon Fraser
University. He has also completed the Canadian Securities Course
with an honors standing, as well as various professional
development courses related to corporate finance and accounting.
After completing his collegiate study, Mr. Jorgensen worked
for four years in public accounting with Price Waterhouse in
Vancouver, advising clients in the Independent Business Services
Group. He then left public practice to work in the Managed
Accounts Department of a National Securities Dealer based in
Vancouver. Prior to joining E-Com, he has spent the last four
years as a financial consultant, offering services in corporate
finance, management consulting, accounting and taxation to clients
in a variety of industries.
Kyle M. Werier, Vice President of Corporate Development - Mr.
Werier was registered as a securities broker and investment advisor
in 1989 in Ontario, Canada. Mr. Werier worked with several
underwriters before entering the mining sector in the early 1990's.
During the next several years, Mr. Werier was associated with a
variety of mining companies both as a geo-tech field consultant and
later in an investment relations capacity. Mr. Werier was involved
in raising equity financing and corporate communications consulting
for the later part of the 1990s for public companies listed on the
Vancouver Stock Exchange, the Alberta Stock Exchange and NASD OTC-
BB quoted companies. Mr. Werier is currently president of Profit
Communications, a private capital finance and investor relations
firm.
R. Scott Irwin, Director of Technology Operations - Mr. Irwin
is currently employed by Fairmont Hotels. He is responsible for
the technological direction of the corporation in over 35
International Hotels. Locations include properties in North
America and Mexico.
Mr. Irwin began his career in the hospitality industry over 15
years ago. Working his way through the hotel ranks, reaching a
position as Assistant Controller for a hotel in Vancouver, he then
re-focused his career into Information Systems. After graduating
from the British Columbia Institute of Technology in 1992 with a
diploma in Computer Systems Technology, he worked for a high
technology company in the medical industry. His position moved him
to St. Louis, Missouri, where he was responsible for the management
of a project implementation of an enterprise-wide image management
solution at the Barnes Mallinckrodt Institute of Radiology.
He then returned to the hospitality industry, accepting
employment with Canadian Pacific Hotels in Vancouver as the Manager
of Information Systems for the Hotel Vancouver and Waterfront
Centre Hotel. Within a year and a half, he was promoted to
Regional Manager of Information Systems, responsible for the
management of multiple information systems departments and support
the day-to-day technical operations of the properties located
within British Columbia.
Jeff Quennell, Director - Mr. Quennell is employed Motorola in
the capacity of Account Executive to a major telecom original
equipment manufacturer with responsibilities in Calgary, Alberta
and Monterey, Mexico.
/11/
Mr. Quennell began his career in the electronics industry in
1987 after completing his Bachelor of Science from DeVry Institute
at Phoenix, Arizona. After six years in the role of Sales/Service
Manager in Toronto at the largest independent diagnostic imaging
company in Canada, he was promoted to open and manage the Calgary
sales and service office.
In 1997, Mr. Quennell accepted the position of Account
Executive at Motorola's Semiconductor Products Sector. His
tactical responsibilities include logistical support to service
Nortel Network's production facilities in Calgary and Monterey,
Mexico. He also has the strategic responsibility to drive embedded
silicon architectures and software solution into Nortel's
Enterprise Networks Technology and Engineering - Design community
in Calgary.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
We do not currently have employment agreements with our
executive officers but expects to sign employment agreements with
each in the next approximately six months. Our officers provide us
with professional services. Each officer receives up to $2,000 per
month for the services they provide. The expenses incurred due to
these expenses totaled $24,490 for the six months ended June 30,
2000 and $6,122 and for the period from January 29, 1999 to
December 31, 1999.
Name Capacities in which Annual
Remuneration was Recorded Compensation
===== ========================= ============
James Malish President, Chairman of the $24,000
Board
Ron Jorgensen Chief Financial Officer, $24,000
Secretary and Treasurer
Kyle Werier Vice President of Corporate $24,000
Development
Compensation of Directors
There were no arrangements for our directors to be compensated
for the period from January 29, 1999 to June 30, 2000, for service
provided as a director. Directors are expected to participate in
the stock option plan described below.
Stock Option Plan
On May 23, 2000, the Board of Directors approved a stock
option plan for the benefit of our officers, directors, employees
and service providers. Under the plan we may grant stock options
on common shares up to a maximum quantity, in aggregate, equal to
10% of the issued and outstanding common shares. Additionally, the
exercise price of the stock options will be determined by the board
of directors at the time the stock options are granted. To date,
no options have been granted under this plan.
Item 7. Certain Relationships and Related Transactions
Capitalization of E-Com Technologies, Inc.
We were formed on January 29, 1999 in the State of Nevada. On
January 31, 1999, we received written offers from the following
individuals to initially capitalize E-Com Technologies Corporation:
Ron Jorgensen to
/12/
purchase a total of 1,000,000 shares of common
stock, par value, Kyle Werier to purchase a total of 1,000,000
shares of common stock at par value, and James Malish to purchase a
total of 1,000,000 shares of common stock at par value. Receipts
from these individuals totaled $3,000 - all of which is classified
as stockholder's equity - to cover the issuance of these securities.
E-Com Consultants (Canada) Corporation
Our Canadian operations are conducted through a wholly owned
subsidiary, E-Com Consultants (Canada) Corporation, incorporated in
British Columbia, Canada. E-Com Consultants provides us with a
Canadian presence and extends our marketing capabilities.
IT Webstore (Itwebstore.com)
We own and operate an Internet store that sells and leases
computer hardware and software, located at www.itwebstore.com.
Itwebstore.com is owned and operated by E-Com Consultants
Corporation.
Domain Discounters Network (domaindiscounters.net)
We own and operate a web site, which offers wholesale and
retail domain registration and web hosting at
www.domaindiscounters.net. Domain Discounters is owned and
operated by E-Com Consultants Corporation.
Item 8. Description of Securities
Our authorized capital stock consists of 90,000,000 shares of
common stock, par value, $0.001, per share and 10,000,000 shares of
preferred stock, par value. As of September 11, 2000, we had
12,501,913 shares of common stock outstanding. To date, we have
not issued preferred stock. The holders of shares of our common
stock are entitled to one vote for each share on all matters on
which the holders of common stock are entitled to vote. There is
no cumulative voting for the election of directors. Subject to the
rights of any outstanding shares of preferred stock, the holders of
our common stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally
available therefore. Holders of our common stock are entitled to
share ratably in our net assets upon liquidation or dissolution
after payment or provision for all liabilities and the preferential
liquidation rights of any shares of preferred stock then
outstanding. Our holders of common stock have no pre-emptive
rights to purchase any shares of any class of our stock. All
outstanding shares of common stock are, and our shares of common
stock to be issued pursuant hereto will be, upon payment therefore,
fully paid and non-assessable.
/13/
Part II
Item 1. Market for Common Equity and Related Stockholder
Matters
B. Holders
As of September 11, 2000, we had approximately 99
stockholders of record.
D. Reports to Shareholders
We will furnish our shareholders with annual reports
containing audited financial statements and such other periodic
reports as we determine to be appropriate or as may be required by
law. We are filing this Form 10-SB voluntarily with the intention
of establishing the fully reporting status with the SEC. Upon the
effectiveness of this Registration Statement, we will be required
to comply with periodic reporting, proxy solicitation and certain
other requirements by the Securities Exchange Act of 1934.
Consequently, we will voluntarily file all necessary reports and
forms as required by existing legislation and the SEC rules.
E. Transfer Agent and Registrar
The Transfer Agent for our shares of common voting stock is
Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos,
Suite D, Las Vegas, Nevada 89120, (702)-361-3033.
Item 2. Legal Proceedings
We are not currently involved in any legal proceedings nor do
we have any knowledge of any threatened litigation.
Item 3. Changes in and Disagreements with Accountants
We have had no disagreements with our independent accountants.
Item 4. Recent Sale of Unregistered Securities
The following discussion describes all the securities we have
sold since our inception:
On January 31, 1999, three founding shareholders purchased
3,000,000 shares of our authorized common stock at par value for
cash or $3,000. This original stock issuance was made in
accordance with Section 4(2) of the Securities Act of 1933, as
amended. No underwriting discounts or commissions were paid in
this offering.
On April 4, 1999, we completed an offering of shares of common
stock in accordance with Regulation D, Rule 504 of the Securities
Act of 1933, as amended, on a best efforts basis that was not
underwritten, where by we sold 1,200,000 shares of our common
stock, at par value, to six unaffiliated shareholders for total
receipts of $1,200.
On April 30, 2000, we completed an offering pursuant to
Regulation S of the Securities Act of 1933, as amended, on a best
efforts basis that was not underwritten. We sold 270,805 shares of
common stock to 22 unaffiliated shareholders and two affiliated
shareholders, at a price of $0.25 per share, for cash consideration
of $67,276 and in lieu of services rendered of $425. All
shareholders are residents of Canada and none are our officers or
directors.
/14/
On April 30, 2000, we completed an offering of shares of
common stock in accordance with Regulation D, Rule 504 of the
Securities Act of 1933, as amended, on a best efforts basis that
was not underwritten, where by we sold 529,960 shares of our common
stock, at $0.25 per share, to 66 unaffiliated shareholders for
total receipts of $132,490 ($119,990 in cash and $12,500 as payment
for services rendered).
On May 23, 2000, we initiated a forward stock split of two and
a half shares to one share of common stock. This brought our
issued and outstanding shares of common stock to 12,501,913.
Item 5. Indemnification of Directors and Officers
Neither our Articles of Incorporation nor our bylaws provide
for the indemnification of a present or former director or officer.
However, pursuant to Nevada Revised Statutes Section 78.750 and 751
we must indemnify any of our directors, officers, employees or
agents who are successful on the merits or otherwise in defense on
any action or suit. Such indemnification shall include, expenses,
including attorney's fees actually or reasonably incurred by him.
Nevada law also provides for discretionary indemnification for each
person who serves as or at our request as one of our officers or
directors. We may indemnify such individuals against all costs,
expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such
individual is one of our directors or officers. Such individual
must have conducted himself in good faith and reasonably believed
that his conduct was in, or not opposed to, our best interests. In
a criminal action, he must not have had a reasonable cause to
believe his conduct was unlawful.
/15/
Part F/S
Item 1. Financial Page
Statements
The following documents are
filed as part of this report:
a) E-Com Technologies
Corporation
Report of G. Brad F-1
Beckstead, CPA
Consolidated Balance Sheet F-2
as of June 30, 2000 and December
31, 1999
Consolidated Statement of
Operations and Comprehensive
Income
for the six months ended June
30, 2000 and
for the period from January 29, F-3
1999 (Inception) to December 31,
1999
Consolidated Statement of
Changes in Stockholder's Equity
for the six months ended June
30, 2000
and for the period from January F-4
29, 1999 to December 31, 1999
Consolidated Statement of Cash
Flows
for the six months ended June
30, 2000
and for the period from January F-5
29, 1999 to December 31, 1999
Notes to Consolidated Financial F-6
Statements
/16/
E-Com Technologies Corporation
(and Subsidiary)
Consolidated Balance Sheets
as of
June 30, 2000
and
December 31, 1999
and
Consolidated Statements of Operations and Comprehensive Income,
Consolidated Statements of Changes in Stockholders' Equity,
and
Consolidated Statements of Cash Flows
for the Six Months Ending June 30, 2000
and for the Period from January 29, 1999 (Inception) to December
31, 1999
TABLE OF CONTENTS
Page
Independent Auditor's Report 1
Consolidated Balance Sheets 2
Consolidated Statements of 3
Operations and Comprehensive
Income
Consolidated Statements of 4
Changes in Stockholders'
Equity
Consolidated Statements of 5
Cash Flows
Notes to Consolidated 6
Financial Statements
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877efax
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of E-Com Technologies Corporation
I have audited the consolidated balance sheets of balance sheets of
E-Com Technologies Corporation (a Nevada corporation) and its
subsidiary as of June 30, 2000 and December 31, 1999, and the
related consolidated statements of operations and comprehensive
income, changes in stockholders' equity, and cash flows for the six
months ending June 30, 2000 and for the period from January 29,
1999 (Inception) to December 31, 1999. These consolidated
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. 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 audits provide a reasonable basis
for my opinion.
In my opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of E-Com Technologies Corporation and its subsidiary as of
June 30, 2000 and December 31, 1999, and the results of their
operations and their cash flows for the six months ending June 30,
2000 and for the period from January 29, 1999 (Inception) to
December 31, 1999, in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As
discussed in Note 10 to the consolidated financial statements, the
Company's net current assets are less than its net loss for the six
months ending June 30, 2000. 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 10. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
G. Brad Beckstead
August 24, 2000
/F-1/
E-Com Technologies Corporation
Consolidated Balance Sheet
June 30, 2000 and December 31, 1999
June 30, December
31,
2000 1999
======== ========
Assets
Current assets:
Cash $ 71,493 $ 4,648
Accounts receivable 7,752 912
Sales tax receivable 4,414 1,142
Total current assets 83,659 6,702
Fixed assets:
Computer equipment 26,806 -
Furniture and fixtures 372 -
Websites 16,668 4,436
Less accumulated (4,408) (532)
depreciation
Total fixed assets 39,438 3,904
Other assets:
Deposits 543 -
Total other assets 543 -
Total Assets $ 123,640 $ 10,606
========= ========
Liabilities and
Stockholders' Equity
Current liabilities:
Accounts payable $ 280 $ -
Federal income taxes 2,997 3,059
payable
Current portion of long- 4,401 -
term debt
Total current 7,678 3,059
liabilities
====== =====
Long-term liabilities
Capital leases payable 10,985 -
(net)
Total long-term 10,985 -
liabilities
Total 18,663 3,059
liabilities
====== =====
Stockholders' Equity:
Preferred stock, $0.001
par value, 10,000,000
shares authorized, zero
shares issued and
outstanding - -
Common stock, $0.001 par
value, 90,000,000 shares
authorized, 12,501,913
shares issued and
outstanding
12,502 4,200
Additional paid-in 191,889 -
capital
(Deficit)/Retained (98,907) 3,350
earnings
Accumulated other (507) (3)
comprehensive income
Total 104,977 7,547
stockholders' equity
Total Liabilities and $ 123,640 $ 10,606
Stockholders' Equity ========= ========
/F-2/
E-Com Technologies Corporation
Consolidated Statement of Operations and
Comprehensive Income
For the Six Months Ending June 30, 2000
and for the Period from January 29, 1999
(Inception) to December 31, 1999
Six Months January
Ending 29, 1999
June 30, (Incepti
2000 on) to
December
31,
1999
========== ========
Revenue:
Website services $ 13,388 $ 46,467
Hardware/software 3,225 -
sales
Total revenue 16,613 46,467
Cost of sales:
Cost of sales 9,892 19,719
Total cost of 9,892 19,719
sales
Gross profit 6,721 26,748
Expenses:
Selling, general, and 104,701 19,824
administrative
Depreciation expense 3,876 515
Interest expense 563 -
Total expenses 109,140 20,339
Income from operations (102,419) 6,409
Other income:
Interest income 162 -
Total other 162 -
income
Income before income (102,257) 6,409
taxes
Provision for income - (3,059)
taxes
Net (loss) income (102,257) 3,350
Other comprehensive
income:
Foreign currency (504) (3)
translation adjustments
Net (loss) income $ (102,761) $ 3,347
=========== =======
Weighted average number
of common
shares outstanding
11,174,678 9,934,132
========== =========
Net loss per share $ - $ -
========== =========
/F-3/
E-Com Technologies Corporation
Consolidated Statement of Changes in
Stockholders' Equity
For the Six Months Ending June 30, 2000
and for the Period from January 29, 1999
(Inception) to December 31, 1999
Accumulated
Other Total
Comprehensive Stockholders
Income Equity
Common Stock Additional Net
============= Paid-In Income
Capital (Loss)
Shares Amount
------ ------ -------- ------ ----------- ------------
January
31, 1999
Issued 3,000, $ 3,000 $ - $ - $ - $ 3,000
for cash 000
April 4,
1999
Issued 1,200, 1,200 1,200
for cash 000
Foreign
currency
translati (3) (3)
on
adjustmen
ts
Net 3,350 3,350
income
====== ===== ====== ====== ======== =======
Balance
as of
December 4,200, $ 4,200 $ - $3,350 $ (3) $ 7,547
31, 000
1999
April 30,
2000
Issued 478,26 478 119,51 119,990
for cash 00 2
April 30,
2000
Issued 51,700 52 12,448 12,500
for
services
April 30,
2000
Issued 269,10 269 67,007 67,276
for cash 5
April 30,
2000
Issued 1,700 2 423 425
for
services
May 23,
2000
2.5:1
forward
stock
split
7,501, 7,501 (7,501) -
148
Foreign
currency
translati (504) (504)
on
adjustmen
ts
Net (102,25 (102,257)
loss 7)
------ ----- ------- ------- -------- ----------
Balance
as of
June 12,501 $12,5 $191,88 $(98,90 $ (507) $ 104,977
30, 2000 ,913 02 9 7)
====== ===== ======= ======= ======== ==========
/F-4/
E-Com Technologies Corporation
Consolidated Statement of Cash Flows
For the Six Months Ending June 30, 2000
and for the Period from January 29, 1999
(Inception) to December 31, 1999
Six January
Months 29, 1999
Ending (Incepti
June on) to
30, December
2000 31,
1999
========== ========
Cash flows from operating
activities
Net income $(102,257) $3,350
Adjustments to reconcile
net income to net cash
(used) provided
by operating
activities:
Depreciation expense 3,876 532
Stock issued in 12,925
exchange for services
(Increase) decrease
in:
Accounts (6,840) (912)
receivable
Sales tax (3,272) (1,142)
receivable
Deposits (543) -
Increase (decrease)
in:
Accounts payable 280 -
Federal income (62) 3,059
taxes payable
Net cash (used) provided by (95,893) 4,887
operating activities
Cash flows from investing
activities
Purchases of fixed (22,604) (4,436)
assets
Principal payments on (1,420) -
long-term debt )
Net cash used by investing (24,024) (4,436)
activities
Cash flows from financing
activities
Issuance of capital 187,266 4,200
stock
Net cash provided by 187,266 4,200
financing activities
Effect of foreign currency (504) (3)
translation on cash
Net increase in cash 66,845 4,648
Cash - beginning 4,648 -
Cash - ending $ 71,493 $ 4,648
======== =======
Supplemental disclosures:
Interest paid $ 563 $ -
======== =======
Income taxes paid $ - $ -
======== =======
Non-cash investing and
financing activities:
Stock issued in $ 12,925 $ -
exchange for services
Fixed assets 16,806 -
purchased with assumption
of long-term debt
-------- -------
/F-5/
E-Com Technologies Corporation
Notes to Consolidated Financial Statements
June 30, 2000 and December 31, 1999
Note 1 - History and organization of the company
The Company was organized on January 29, 1999 (Inception) under the
laws of the State of Nevada, as E-Com Technologies Corporation.
The Company develops and hosts web sites.
Note 2 - Accounting policies and procedures
Principles of consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, E-Com Consultants
Corporation (a Canadian corporation), after elimination of all
intercompany accounts and transactions.
Basis of accounting
The Company prepares its financial statements in accordance with
generally accepted accounting principles. This basis of accounting
involves the application of accrual accounting; consequently,
revenues and gains are recognized when earned, and expenses and
losses are recognized when incurred.
Estimates
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 from those estimates.
Accounts receivable
Accounts receivable represent amounts due for developed web sites
and monthly hosting fees. No allowance has been provided on
accounts receivable because management believes all amounts are
collectible.
Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less are
considered to be cash equivalents. There were no cash equivalents
as of June 30, 2000 and December 31, 1999.
Income (loss) per share
Net income (loss) per share is provided in accordance with
Statement of Financial Accounting Standards No. 128 (SFAS #128)
"Earnings Per Share". Basic income (loss) per share is computed by
dividing income available to common stockholders by the weighted
average number of common shares outstanding during the period. As
of June 30, 2000 and December 31, 1999, the Company did not have
any dilative common stock equivalents, such as stock options or
warrants.
Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.
Websites
The cost of websites are depreciated over the estimated useful life
of two years utilizing the straight-line method of depreciation.
Property and Equipment
Property and equipment are recorded at cost. Minor additions and
renewals are expenses in the year incurred. Major additions and
renewals are capitalized and depreciated over their estimated
useful lives. Depreciation is calculated using the straight-line
method over the estimated useful lives as follows:
Computer equipment 3 years
Furniture and fixtures 5 years
Foreign Currency Translation
All assets, liabilities, revenues and expenses of E-Com Consultants
Corporation have been restated from Canadian dollars to U.S.
dollars for purposes of the consolidation. Assets and liabilities
were restated using the exchange rates at June 30, 2000 and
December 31, 1999 and the revenues and expenses were restated using
the average exchange rates in 2000 and 1999.
Note 3 - 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
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. At June 30, 2000 and December
31, 1999, there were no material differences between financial and
tax reporting and, therefore, no deferred tax benefit or liability
was accrued. Because the Company reported a net loss at June 30,
2000, no federal income tax liability existed. The federal income
tax liability reported at December 31, 1999 is estimated using
enacted Canadian corporate tax rates.
Note 4 - Long-term debt
Long-term debt consists of the
following at June 30, 2000:
19.4% capital lease payable to
Success Lease, with monthly
principal and interest payments
of $412, due in March 2003, and
secured by computer equipment
$ 11,176
13.7% capital lease payable to
One Lease, with monthly principal
and interest payments of $60, due
in January 2003, secured by
computer equipment and guaranteed
by a stockholder.
1,563
11.9% capital lease payable to
Fidelity Leasing, with monthly
principal and interest payments
of $91, due in January 2003,
secured by computer equipment and
guaranteed by a stockholder.
2,647
Total 15,386
--------
Less current portion of long-term (4,401)
debt
Total long-term debt at June 30, $ 10,985
2000 ========
Principal payments due on long-term debt are as
follows as of June 30, 2000:
2001 $ 4,401
2002 5,226
2003 5,759
---------------------------------------------
Total $ 15,386
There was no long-term debt at December 31, 1999.
Note 5 - Stockholder's equity
The Company is authorized to issue 90,000,000 shares of its $0.001
par value common stock and 10,000,000 shares of its $0.001 par
value preferred stock.
On January 31, 1999, the Company issued 3,000,000 shares of its
$0.001 par value common stock to the founders of the Company in
exchange for cash of $3,000.
On April 4, 1999, the Company issued 1,200,000 shares of its $0.001
par value common stock in exchange for cash of $1,200 in an
offering exempt from registration under Regulation D, Rule 504 of
the Securities Act of 1933, as amended.
On April 30, 2000, the Company completed a state registered public
offering of its $0.001 par value common stock under Regulation D,
Rule 504 of the Securities Act of 1933, as amended, in which
529,960 shares were issued at $0.25 per share for a total
consideration of $119,990 in cash and $12,500 in services.
On April 30, 2000, the Company completed a foreign private offering
of its $0.001 par value common stock under Regulation S of the
Securities Act of 1933, as amended, in which 270,805 shares were
issued at $0.25 per share for a total consideration of $67,276 in
cash and $425 in services.
On May 23, 2000, the board of directors approved a 2.5 for 1
forward stock split. This increased the Company's common shares
outstanding by 7,501,148, increased the $0.001 par value common
stock by $7,501, and decreased the additional paid-in capital by
$7,501.
There have not been any other issuances of common stock.
There have not been any issuances of preferred stock.
Note 6 - Warrants and options
On May 23, 2000, the board of directors approved a stock option
plan that would allow directors, officers, employees, service
providers, and affiliated companies of the Company to receive stock
options. The total aggregate stock available under the stock
option plan is limited to 10% of the issued and outstanding common
stock of the Company. Additionally, the exercise price of the
stock options will be determined by the board of directors at the
time the stock options are granted.
The Company did not have any dilutive items, such as, convertible
preferred stock, convertible debt, or stock warrants at June 30,
2000 and December 31, 1999. Although the Company approved a stock
option plan on May 23, 2000, if the exercise price of the stock
options was less than the average market price of the common stock,
the effect of exercising the options would have an antidilutive
effect as the Company reported a net loss for the six months ending
June 30, 2000. Therefore, basic and diluted earnings per share are
the same.
Note 7 - Operating leases
The Company leases computer equipment under an operating lease.
The lease term is 24 months starting in May 2000 and requires
monthly lease payment of $78. The rental expense for the six
months ending June 30, 2000, incurred in connection with the lease
was $78. Future minimum lease payments are as follows:
2001 $ 936
2002 858
The Company also rents office space on a month-to-month basis.
Note 8 - Related party transactions
The Company utilizes certain office and operating equipment that is
provided by a company that is owned by the Company's president.
The Company is not charged for the use of the equipment and no
value has been recorded for the use of the equipment as the value
is deemed to be immaterial with respect to these financial
statements.
Three of the Company's stockholders provide professional services
to the Company. The stockholders each receive up to $3,000
(Canadian) per month for the services they provide. The expenses
incurred in connection with the professional services totaled
$24,490 and $6,122 for the six months ending June 30, 2000 and for
the period from January 29, 1999 (Inception) to December 31, 1999,
respectively. Contracts relating to the professional services do
not exist between the Company and the stockholders.
Note 9 - Concentrations
As of December 31, 1999, one customer provided $45,537 of the total
revenue reported of $46,467. Since 1999, the Company has not
generated any revenue from that customer.
During 1999, two Canadian companies provided services to the
Company that accounted for 100% of the amount reported as cost of
sales for the period ending December 31, 1999.
Note 10 - Going concern
These financial statements are presented on the basis that the
Company is a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business over a reasonable length of time.
Although the accompanying financial statements show that current
assets exceed current liabilities at June 30, 2000, the net current
asset of $75,981 is less than the net loss for the six months
ending June 30, 2000 of $102,257. Management plans to sell
additional shares of its $0.001 par value common stock through
private placement offerings and to increase its website development
revenue and website hosting revenue by increasing its customer base
through additional marketing efforts. Management anticipates that
the private placement offerings and increased revenues will provide
sufficient operating capital. If the Company does not produce
sufficient operating capital, it will be unlikely for the Company
to continue as a going concern.
/F-6/
Part III
Item 1. Index to Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
a. Articles of Incorporation of the Company filed
January 29, 1999
b. By-Laws of the Company adopted October 1, 1999
21 Subsidiaries of the Small Business Issuer
E-Com Consultants Corporation
23 Consent of Experts and Counsel
Consents of independent public accountants
27 Financial Data Schedule
Financial Data Schedule of E-Com Technologies
Corporation ending June 30, 2000
/17/
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.
E-Com Technologies Corporation
(Registrant)
Date: September 8, 2000
By: /s/ James Malish
James Malish, President
Date: September 8, 2000
By: /s/ Ron Jorgensen
Ron Jorgensen, Secretary and Treasurer
