-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TW2XS4fWTmXA2mI+64pgGkJs73U2OLHFjj59qfr2TvJkUx8isce9jOkAE6t+wI2m nCl2D7dnSlhpI1mS18VlDQ== 0001000459-07-000001.txt : 20070116 0001000459-07-000001.hdr.sgml : 20070115 20070116155508 ACCESSION NUMBER: 0001000459-07-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061130 FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECOM ECOM COM INC CENTRAL INDEX KEY: 0001000459 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650538051 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-23617 FILM NUMBER: 07532092 BUSINESS ADDRESS: STREET 1: 100 VILLAGE SQUARE CROSSING STREET 2: SUITE 202 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: 561-207-6395 MAIL ADDRESS: STREET 1: 100 VILLAGE SQUARE CROSSING STREET 2: SUITE 202 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 FORMER COMPANY: FORMER CONFORMED NAME: US AMATEUR SPORTS INC DATE OF NAME CHANGE: 19950912 10QSB 1 ecec1106.txt ECOM 10Q FOR THE PERIOD ENDING NOV 30 2007 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2006 Commission File Number 33-96638-A eCom eCom.com, Inc. - ----------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Florida 65-0538051 - ------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Village Square Crossing, Suite 202 Palm Beach Gardens, Florida 33410 - ----------------------------------------------------------------------------- (Address of principal executive offices) (561) 207-6395 - ----------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 preceding 12 months (or for 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 [ X ] No [ ] As of November 30, 2006 the issuer had 49,955,112 shares of common stock, $.0001 Par Value, outstanding. Transitional Small Business Disclosure format: Yes [ ] No [ X ] eCom eCom.com, Inc. Form 10-QSB November 30, 2006 INDEX PAGE NO. PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS Independent Accountant's Report 3 Balance Sheets: November 30, 2006 and 2005 (Unaudited) 4 Statements of Operations: Six Months Ended November 30, 2006 and 2005 (Unaudited) 5 Statements of Operations: Three Months Ended November 30, 2006 and 2005 (Unaudited) 6 Statements of Shareholders' Deficit: From May 31, 2005 through November 30, 2006 (Unaudited) 7 Statements of Cash Flows: Three Months Ended November 30, 2006 and 2005 (Unaudited) 8 Notes to Financial Statements 10 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 19 ITEM 3 CONTROLS AND PROCEDURES 26 PART II OTHER INFORMATION ITEMS 1-6 27 SIGNATURES AND CERTIFICATIONS 28 Exhibit 31.1 Certification required under Section 302 of 29 the Sarbanes-Oxley Act of 2002 by the CE0 Exhibit 31.2 Certification required under Section 302 of 30 the Sarbanes-Oxley Act of 2002 by the CFO Exhibit 32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act 31 2 Wieseneck, Andres & Company, P.A. Certified Public Accountants 772 U. S. Highway 1, Suite 100 North Palm Beach, Florida 33408 (561) 626-0400 Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453 Paul M. Wieseneck, C.P.A. *Regulated by the State of Florida Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders eCom eCom.com, Inc. We have reviewed the accompanying Balance Sheets of eCom eCom.com, Inc. as of November 30, 2006 and 2005, and the related statements of operations, for the six month periods ended November 30, 2006 and 2005, the statement of stockholders' deficit from May 31, 2005 through November 30, 2006, and the statement of cash flows for the six month periods ended November 30, 2006 and 2005. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company's current liabilities exceed the current assets by $818,964 and the Company has incurred net operating losses since inception. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in the notes. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Wieseneck, Andres & Company, P.A. North Palm Beach, FL January 16, 2007 3 eCOM eCOM.COM, INC BALANCE SHEETS (Unaudited) Nov. 30, 2006 Nov. 30, 2005 ASSETS --------------- -------------- Current Assets Cash and cash equivalents $ 1,990 $ 6,838 Due from affiliated companies 823 1,280 Prepaid expenses 65,016 68,039 ------------ ------------ Total Current Assets 67,829 76,157 ------------ ------------ Property and Equipment, net - 220 ------------ ------------ Total Assets $ 67,829 $ 76,377 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Not Subject to Compromise Postpetition trade accounts payable $ 5,870 $ 0 Postpetition current liabilities 146,193 140,614 Accrued postpetition expenses 11,200 11,200 ------------ ------------ Total Liabilities Not Subject to Compromise 163,263 151,814 Liabilities Subject to Compromise Prepetition trade accounts payable 105,738 104,444 Prepetition accrued expenses 44,000 44,000 Current portion of long-term debt 545,983 534,754 Prepetition interest accrued 27,809 27,829 ------------ ------------ Total Liabilities Subject to Compromise 723,530 711,027 ------------ ------------ Total Current Liabilities 886,793 862,841 Notes Payable, Net of Current Portion - - ------------ ------------ Total Liabilities 886,793 862,841 ------------ ------------ Stockholders' Equity Common stock, $.0001 par value, 200 million shares authorized, 49,955,112 and 49,955,112 shares issued and outstanding 4,995 4,995 Paid-in capital 6,569,537 6,569,537 Accumulated deficit (7,393,496) (7,360,996) ------------ ------------ Total Stockholders' Deficit (818,964) (786,464) ------------ ------------ Total Liabilities and Stockholders' Equity $ 67,829 $ 76,377 ============ ============ Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 4 ECOM ECOM.COM, INC. STATEMENTS OF OPERATIONS (Unaudited) For the Six Months Ended Nov. 30, 2006 Nov. 30, 2005 ______________ _______________ Revenues Net Sales $ - $ - Cost of Sales (110) (110) ______________ _______________ Gross Profit (110) 110 ______________ _______________ Other Operating Expenses General and administrative 9,481 42,027 Interest expense 10 119 ______________ _______________ Total Operating Expenses 9,491 42,146 ______________ _______________ Loss from Operations (9,601) (42,256) Other Income (Expense) Write off of Related Party Notes Receivable - (225,966) ______________ _______________ Total Other Expenses (-) (225,966) ______________ _______________ Net Loss $ (9,601) $ (268,222) ============== =============== Net Loss Per Common Share $ (.000) (.005) ============== =============== Weighted Average Shares Outstanding 49,955,112 49,955,112 ============== =============== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 5 ECOM ECOM.COM, INC. STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended Nov. 30, 2006 Nov. 30, 2005 ______________ _______________ Revenues Net Sales $ 0 $ 0 Cost of Sales (55) (55) ______________ _______________ Gross Profit (55) (55) ______________ _______________ Other Operating Expenses General and administrative 4,542 11,972 Interest expense 10 - ______________ _______________ Total Operating Expenses 4,552 11,972 ______________ _______________ Loss from Operations (4,607) (12,027) ______________ _______________ Net Loss $ (4,607) $ (12,027) ============== =============== Net Loss Per Common Share $ (.0001) $ (.0002) ============== =============== Weighted Average Shares Outstanding 49,955,112 49,955,112 ============== =============== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 6 ECOM ECOM.COM, INC. STATEMENTS OF SHAREHOLDERS' DEFICIT FROM MAY 31, 2005 THROUGH NOVEMBER 30, 2006 (Unaudited) ---------- Common Stock ----------- Number At Add'l Total of Par Paid In Accumulated Stockholder Shares Value Capital (Deficit) (Deficit) ---------- ------ ------- ------------ ----------- Balance, May 31, 2005 49,955,112 $4,995 $6,569,537 $(7,092,774) $ (518,242) Net Loss 12 months - - - (291,121) (291,121) ---------- ------ --------- ----------- ---------- Balance, May 31, 2006 49,955,112 4,995 6,569,537 (7,383,895) (809,363) Net Loss 6 months - - - (9,601) (9,601) ---------- ------ --------- ----------- ---------- Balance, Nov. 30, 2006 49,955,112 $4,995 $6,569,537 $(7,393,496) $ (818,964) =========== ======= ========= =========== ========== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 7 eCOM eCOM.COM, INC. STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 AND 2005 (Unaudited) November 30, 2006 November 30, 2005 _______________ _______________ Cash Flows From Operating Activities Cash received from customers $ 457 $ 0 Cash paid to suppliers and employees (5,574) (109,020) Interest paid 0 (119) _______________ _______________ Net Cash Flows Used in Operating Activities (5,117) (109,139) _______________ _______________ Cash Flows From Investing Activities (0) (0) _______________ _______________ Cash Flows From Financing Activities Proceeds of loans from stockholders 6,599 115,977 _______________ _______________ Net Increase/(Decrease) in Cash 1,482 6,838 Cash and Cash Equivalents at Beginning of Period 508 0 _______________ _______________ Cash and Cash Equivalents at End of Period $ 1,990 $ 6,838 =============== =============== Supplemental Disclosures - ------------------------ Non-Cash transactions Stock issued for payment of services 0 0 Stock issued for repayment of debt 0 0 Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 8 eCOM eCOM.COM, INC. STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 AND 2005 (Unaudited) Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities: Nov. 30, 2006 Nov. 30, 2005 _______________ _______________ Net Loss $ (9,601) $ (268,222) Add items not requiring outlay of cash: Depreciation 110 110 Write-off of related party receivable - 225,966 Cash was increased by: Decrease in accounts receivable 457 Decrease in prepaid expenses 11 0 Increase in accounts payable 3,906 0 Cash was decreased by: Increase in prepaid expenses - (53,113) Decrease in accounts payable - (13,880) _______________ _______________ Net Cash Flows Used In Operating Activities $ (5,117) $ (109,139) =============== =============== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 9 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE A - NATURE OF OPERATIONS eCom eCom.com, Inc. ("eCom" or "the Company") was incorporated in the State of Florida on June 14, 1994. During the fiscal year ending May 31, 2005 eCom focused on separating all ten of its current business segments, USA SportsNet, Inc., USA Performance Products, Inc., eSecureSoft Corp., USAS Digital, Inc., Pro Card Corporation, AAB National Company, A Classified Ad, Inc., Swap and Shop.net Corp., A Super Deal.com, Inc. and MyZipSoft, Inc. This plan was undertaken for the purposes of allowing the management and employees the opportunity to operate each segment independently. Also, to have the ability for each segment, to raise its own funding for growth and expansion. On June 4, 2004 the Company spun-off each of the above listed companies into separate public companies. On December 1, 2003, the Board of Directors of eCom approved the spin-off of eCom's ten (10) operating subsidiary companies, pursuant to SEC Staff Legal Bulletin No. 4. On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with American Capital Holdings, Inc., ("ACHI") The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, and the shares of MyZipSoft were distributed to its shareholders on June 2, 2005. On March 2, 2004, the Board of Directors of eCom approved the spin off of the remaining eight (8) spin off companies in which the Board of Directors voted to issue to their shareholders one (1) share of the company for every one (1) share of eCom owned with a record date to be announced, pursuant to the advice of SEC Staff Legal Bulletin No. 4. Due to the dilemma caused as a direct result of Mr. Panaia's refusal to address the monies advanced to eCom by American Capital, on November 22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. On November 29, 2004 an involuntary petition was filed against eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who have not been paid. Most importantly, the proceedings will enable Mr. Richmond to initiate reorganization plans in an effort to restore the shareholder value lost by approximately 6,000 shareholders. The aforementioned creditors are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on eCom's website, www.ecomecom.net. 10 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE A - NATURE OF OPERATIONS - (CONTINUED) A detailed history is available on eCom eCom.com's 10K-SB filing at May 31, 2006. On August 18, 2006 the 'Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc.' was filed with the United States Southern District Bankruptcy Court. On August 25, 2006 the accompanying 'Disclosure Statement for Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc.' was filed with the U.S. Bankruptcy Court. On December 28, 2006 the First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc.' and First Amended Disclosure Statement for First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc.' were filed with the Unites States Bankruptcy Court, Southern District of Florida, West Palm Beach Division, see exhibits 99.1 and 99.2. The plan, which is subject to Bankruptcy Court approval, calls for the issuance of Thirty One Million Five Hundred Ninety Three Thousand Sixty Four (39,093,064) Common Shares to the Creditors listed in Exhibit "A" of the Plan. It is the intent of American Capital Holdings, Inc., if the Plan of Reorganization is confirmed by the Bankruptcy Court, to distribute Twenty Three Million Two Hundred Eight Thousand Three Hundred Eight One (23,280,381) common shares as a dividend to American Capital Holdings, Inc's shareholders. The proposed date of record for this proposed stock dividend, which is subject to Bankruptcy Court approval, will be five (5) business days subsequent to the Plan of Reorganization's confirmation by the Bankruptcy Court. The Company does not have any off-balance sheet arrangements. Employees. The Company has no employees. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Use of Estimates The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. 11 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Reclassification Certain reclassifications have been made to the prior years financial statements in order for them to be in conformity with the current years presentations. Revenue Recognition Revenue from the sale of compression products is also recognized at the time the products are shipped or downloaded. Cash Cash consists of deposits in banks and other financial institutions having original maturities of less than ninety days. Allowance for Doubtful Accounts It is the policy of management to review the outstanding accounts receivable at year end, as well as the bad debt write-offs experienced in the past, and establish an allowance for doubtful accounts for uncollectible amounts. Depreciation Property and equipment is recorded at cost and is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method. Amortization Intangible assets are amortized over the assets estimated useful life using the straight-line method. Inventories Inventories are stated at the lower of cost or market using the first in first out method. NOTE C - PREPAID EXPENSES Prepaid expenses consist principally of amounts paid for rent, subscriptions and domain name registrations. The Company paid its attorney a retainer of $65,000 for representation as bankruptcy counsel. The remaining $16 is for domain name registrations. 12 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE D - PROPERTY AND EQUIPMENT The following is a summary of property and equipment recorded in the financial statements at cost less depreciation as of Nov. 30, 2006 and 2005: November 30, 2006 November 30, 2005 -------------- -------------- Computer hardware $ 85,074 $ 85,074 Computer software 13,633 13,633 Furniture, fixtures and equipment 4,330 4,330 --------- --------- Total cost 103,037 103,037 Accumulated depreciation 103,037 102,817 --------- --------- Net Property and Equipment $ - $ 220 ========= ========= Depreciation expense included in the cost of sales for the years ended are: $ 110 $ 110 ========= ========= The useful lives assigned to property and equipment to compute depreciation are: Computer Hardware 5 years Computer Software 5 years Furniture, fixtures and equipment 7 years Tools, dies and fixtures 5 years NOTE E - OTHER ASSETS There are no remaining other assets, other assets consisted primarily of security deposits on the lease of office facilities and utility deposits. NOTE F - LONG-TERM DEBT Long-term debt at November 30, 2006 and 2005 consisted of: November 30, 2006 November 30, 2005 ------------ ------------ Loans from stockholders and affiliated companies: The loans are due on demand. $ 692,176 $ 675,378 ---------- ---------- Total Long-Term Debt 692,176 675,378 Less Current Portion (692,176) (675,378) ---------- ---------- Net Long-term Debt $ 0 $ 0 ========== ========== The long-term loans payable mature as follows: November 30, 2006 and 2005 692,176 675,378 ---------- ---------- $ 692,176 $ 675,378 ========== ========== 13 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE G - RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION Certain reclassifications have been made to the prior years financial statements in order for them to be in conformity with the current years presentation. The Accumulated Comprehensive Gain in the amount of $87,382 reflected in the Stockholders' Equity section in the May 31, 2005 balance sheet was restated and combined with the Retained Deficit. The Comprehensive Gains were eliminated at May 31, 2005. The 2005 Retained Deficit decreased to $7,092,774. NOTE H - COST OF SALES Included in the cost of sales are the following: November 30, 2006 November 30, 2005 -------------- -------------- Depreciation 110 110 -------------- -------------- Total $ 110 $ 110 ============== ============== Shipping income $ 0 $ 0 ============== ============== NOTE I - COMMITMENTS AND CONTINGENCIES The Company maintains office facilities leased by American Capital Holdings, Inc. American Capital Holdings has not charged any rent to eCom eCom.com during the six months ending November 30, 2006 and 2005. On November 29, 2004, an involuntary petition was filed against eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to restore the shareholder value lost by approximately 6,000+ shareholders as well as implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who have not been paid. The aforementioned creditors are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom website, www.ecomecom.net. NOTE J - RELATED PARTY TRANSACTIONS The Company has received cash advances from David J. Panaia, Chairman and CEO of the Company, until he passed away on March 20, 2005, in varying amounts and at various times subsequent to the inception of the Company. These shareholder loans were non-collateralized and due on demand. 14 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE J - RELATED PARTY TRANSACTIONS - (CONTINUED) On May 10, 2001, 1,286,359 shares of restricted stock were issued to Mr. Panaia, CEO in return for cancellation of $437,362 of the debt owed to him. The amount of stockholder loans that were reduced was based on the quoted market price ($.68) on the date the common shares were issued and adjusted by a discount of 50% due to the restrictions placed on the stock. The balance owed to Mr. Panaia and his estate at November 30, 2006 and November 30, 2005 is $395,640 and $395,640. The Company has received cash advances from Richard Turner, CFO of the Company, in varying amounts and at various times subsequent to September 1, 2001. These related party loans were non-collateralized and due on demand. The interest portion of these notes has stopped accruing interest after the company was adjudicated bankrupt. The balance owed to Mr. Turner as of November 30, 2006 is $117,790. As part of the debtor-in-possession financing, eCom received $100,000 in financing from American Capital Holdings on June 8, 2005 and an additional $15,186 on July 25, 2005. During the quarter ending November 30, 2006, American Capital Holdings advanced an additional $5,500. NOTE K - BUSINESS SEGMENTS As of November 30, 2006 the company no longer had consolidated business segments. The Paintball segment has been distributed to USA Performance Products, Inc., the software segment has been distributed to eSecureSoft Company on June 4, 2004. NOTE L - RECOVERABILITY OF ASSETS AND 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. The accompanying financial statements show that current liabilities exceed current assets by approximately $819,000 at November 30, 2006 and by approximately $787,000 at November 30, 2005 and that the Company has incurred net operating losses since inception. It is current managements intention to have the Bankruptcy Court accept its plan of reorganization and have the Company came out of Bankruptcy using the provisions of fresh start accounting and then acquire an operating company in order to provide value for the current stockholders. NOTE M - INCOME TAXES Deferred income taxes are provided for temporary differences between the financial reporting and income tax basis of the Company's assets and liabilities. Temporary differences, net operating loss carry forwards and valuation allowances comprising the net deferred taxes on the balance sheets is as follows: 15 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE M - INCOME TAXES - (CONTINUED) November 30, 2006 -------------- Loss carry forward for tax purposes $ 7,000,000 ============== Deferred tax asset (34%) 2,380,000 Valuation allowance (2,380,000) -------------- Net deferred tax asset - ============== Through November 30, 2006, the Company had a federal income tax net operating loss carry forward of approximately $7,000,000 which will expire through the year 2023. No provision for federal and state income taxes has been recorded because the Company has incurred net operating losses since inception. The Company's net operating loss carry-forward as of November 30, 2006 was approximately $7,000,000. These carry-forwards, which will be available to offset future taxable income, will expire through the year 2023. The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved. NOTE N - EFFECTS OF INFLATION To date, inflation has not had a material impact on the Company's financial results. NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS The FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, and is effective for financial instruments entered into after May 31, 2003. This Statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability because that financial instrument embodies an obligation of the issuer. Statement of Financial Accounting Standards No. 151, Inventory Costs, is an amendment of ARB No. 43, Chapter 4 and is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. This statement amends ARB 43, Chapter 4, to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges. In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. 16 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS - (CONTINUED) Statement of Financial Accounting Standards No. 152, Accounting for Real Estate Time-Sharing Transactions, is an amendment of FASB Statements No. 66 and 67. Statement of Financial Accounting Standards No. 153, Exchanges of Nonmonetary Assets, was issued in December 2004. The guidance in APB No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections, was issued in May 2005. This Statement requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. This Statement requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle, such as a change in nondiscretionary profit-sharing payments resulting from an accounting change, should be recognized in the period of the accounting change. This Statement also requires that a change in depreciation, amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate by a change in accounting principle. This Statement carries forward without change the guidance contained in Opinion 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. This Statement also carries forward the guidance in Opinion 20 requiring justification of a change in accounting principle on the basis of preferability. Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments, was issued in February 2006. This Statement permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; 17 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS - (CONTINUED) clarifies which interest-only strips and principle-only strips are not subject to the requirements of Statement 133; establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets, was issued in March 2006. This Statement requires an entity to recognize a servicing asset, a contract to service financial assets under which the estimated future revenues from contractually specified servicing fees, late charges, and other ancillary revenues are expected to more than adequately compensate the servicer for performing the servicing, or servicing liability, a contract to service financial assets under which the estimated future revenues from contractually specified servicing fees, late charges, and other ancillary revenues are not expected to adequately compensate the servicer for performing the servicing, each time it undertakes an obligation to service a financial asset by entering into a servicing contract. SFAS No's. 150, 151, 152, 153, 154, 155 and 156 were adopted by the company and did not have a material effect on the Company's financial position or results of operations. Special Note Regarding Forward-Looking Statements: Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company or its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures, the growth rate of the paintball industry and electronic commerce, constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 18 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the accompanying financial statements for the six-month periods ended November 30, 2006 and 2005 and the Form 10-KSB for the fiscal year ended May 31, 2006. On December 1, 2003, the Board of Directors of eCom approved the spin-off eCom's ten (10) operating subsidiary companies. On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with American Capital Holdings, Inc. The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010) was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, and the shares of MyZipSoft were distributed to its shareholders on June 2, 2005. On March 2, 2004, the Board of Directors of eCom approved the spinoff of the remaining eight (8) spin off companies in which the Board of Directors voted to issue to their shareholders one (1) share of the company for every one (1) share of eCom owned with a record date to be announced, pursuant to the advice of SEC Staff Legal Bulletin No. 4. On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a Press Release announcing the appointment of Barney A. Richmond as President of eCom. Paragraph two (2) of this release stated the following: "The plan to spin-off eCom's ten wholly owned subsidiaries has been completed and the Company is now in the process of acquiring certain businesses for each spin-off. To date, the Company has accomplished two (2) acquisitions and has four (4) more under agreement. When announced, eCom shareholders as of the Date of Payment (distribution of stock) for each spin-off will receive new shares in that company. "This plan was undertaken for the purposes of allowing the management and employees the opportunity to operate each segment independently. Also, to have the ability for each segment, to raise its own funding for growth and expansion. On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession number 0001000459-04-000005. As stated in ITEM 2, Management's Discussion and Analysis, 'All ten (10) business subsidiaries have been spun off into independent operating public companies.' On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776, accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United States Securities & Exchange Commission ("SEC"). On July 27, 2004 American Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC. On June 4, 2004, a corporate resolution was proposed, passed and signed by David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer and Barney A. Richmond, Director and President. Based on Mr. Richmond's past 19 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) restructuring experience, the new Board of Directors re-adopted the December 1, 2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the remaining subsidiaries of eCom. The plan was to create individual public corporations, and take whatever actions necessary to complete the process of enhancing shareholder value, including acquisitions and/or mergers. The individual companies are listed below: USA Performance Products, Inc. FL Corp. No. P98000006586 Fed. ID. 65-0812050 eSecureSoft Company FL Corp. No. P03000138385 Fed. ID. 20-1068608 USAS Digital, Inc. FL Corp. No. P03000147667 Fed. ID. 20-1069232 Pro Card Corporation FL Corp. No. P04000015631 Fed. ID. 20-1442373 AAB National Company FL Corp. No. P04000019818 Fed. ID. 20-1442771 A Classified Ad, Inc. FL Corp. No. P04000038403 Fed. ID. 20-1447963 A Super Deal.com, Inc. FL Corp. No. P04000040174 Fed. ID. 20-1449410 Swap and Shop.net Corp. FL Corp. No. P04000040176 Fed. ID. 20-1449332 The motion in the above described June 4, 2004 Board Resolution included the instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer (FAST) to the proper entities when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding, contrary to what board members Richard Turner and Barney A. Richmond had been previously advised by Chairman Panaia, eCom was not able to pay FAST the amounts required to send out the Stock certificates to the shareholders, and accordingly, the shares were not issued as stated. On November 29, 2004, an involuntary petition was filed against eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to restore the shareholder value lost by approximately 6,000+ shareholders as well as implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who have not been paid. The aforementioned creditors are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's website, www.ecomecom.net. Due to Mr. Panaia's health-related issues, during the period of January through mid-March 2005, eCom requested three (3) extensions to reply to the above described Involuntary Chapter 11, Title 11 United States Southern District Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF. With consideration to Mr. Panaia's declining health, all of the petitioning creditors voluntarily consented to these extensions. Notwithstanding these voluntary extensions, and due to the extensive ongoing telephone inquiries from eCom shareholders who had bought shares in the public marketplace based on the past public press release representations of Mr. Panaia, the management of American Capital and the petitioning creditors had no choice but to make past promises good beginning with getting the spin-off companies in full regulatory 20 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) compliance. This endeavor included the preparation of (a) thirty (30) 10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten (10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally, there has been a tremendous administrative effort in bringing all the spin-off companies current with respect to public company reporting requirements, including the Sarbanes-Oxley Act. American Capital's management and the petitioning creditors accomplished these tasks to eliminate any further liabilities to eCom shareholders. On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J. Panaia, died from health complications. The Company made application to the United States Bankruptcy Court to appoint Barney A. Richmond as its new Chief Executive Officer, whose official appointment was granted by the court on June 6, 2005. Although the process of restoring shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to stay with the company without compensation until the proposed reorganization plans of all the companies are complete. On March 23, 2005, the aforementioned spin-off companies received their respective SEC CIK Acceptance Filings, which are outlined below: Name of SEC/EDGAR Standard & Poor's Spin-off Company CIK No. Cusip No. USA Performance Products, Inc. CIK 0001321509 90341L 10 2 eSecureSoft Company CIK 0001321511 296423 10 6 USAS Digital, Inc. CIK 0001321508 90341K 10 4 Pro Card Corporation CIK 0001321500 74270Q 10 0 AAB National Company CIK 0001321506 000303 10 7 A Classified Ad, Inc. CIK 0001321499 00089Y 10 9 A Super Deal.com, Inc. CIK 0001321507 00210R 10 6 Swap and Shop.net Corp. CIK 0001321510 869894 10 5 In order to facilitate a more reasonable share structure based on the company's existing financial assets, on May 26, 2005 the Board approved a resolution authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of the spin-off companies. Each company will purchase all fractional shares at market price, thereby resulting in total outstanding shares of 499,503 as of May 27, 2005. The Record Date for the remaining spin-offs was set as May 27, 2005, and all share certificates due to the shareholders of the above referenced companies were mailed on June 2, 2005. A group of several of American Capital Holdings, Inc.'s and other outside shareholders have designated resources to capitalize and complete viable business plans for the all of the above referenced spin-off companies. To begin the process of paying expenses relating to the commencement of their respective business purposes, on May 31, 2005 several new shareholders provided initial 21 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) funding of $400,000 to eight (8) of the above referenced companies. This funding will be reflected in each company's forthcoming respective Form 10SB audits and filings, which are planned to be filed by July 8, 2005. This initial funding is to cover legal, accounting and other expenses, including due diligence costs related to proposed forthcoming acquisitions. More funding is planned for each company in accordance with 506 Reg. D Private Placement procedures, which will become available only to accredited investors. Additionally, a plan is being formulated, subject to bankruptcy court approval, which will provide a 100% payout to all of eCom's outstanding creditors. The new management believes these efforts combined with execution of the new business plans not only will recapture the lost shareholder value of eCom, but will also enhance the viability of future long term shareholder value as well. Acquisitions negotiations are underway and will be separately announced upon completion. Management is confident in their ability to execute these forthcoming plans. On May 16, 2005, eCom and its creditors attended the first status conference in the United States Bankruptcy Court - Southern District of Florida (In Re: Case No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman. An order was granted to the petitioning creditors adjudicating eCom as a debtor under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order included specific instructions for eCom to retain bankruptcy counsel by June 4, 2005. Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share certificates of the above referenced spin-off companies were sent via certified mail on June 2, 2005 to the shareholders of record as of May 27, 2005. The shareholder list and Certified Mail numbers are appended hereto as exhibit 99.2. On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing Agreement with American Capital Holdings, Inc., entered into an engagement agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to represent the Company in its aforementioned reorganization plans. Both of the financing and legal representation agreements were ordered by the Bankruptcy Court at a hearing which took place June 6, 2005. On behalf of eCom, American Capital Holdings has filed the requisite filings to bring eCom current. The accession number eCom's November 30, 2004 Form 10-QSB is 0001000459-05-000003, and the accession number for eCom's February 28, 2005 Form 10-QSB is 0001000459-05-000004 eCom's file number is 000-23617. On June 6, 2005, a second bankruptcy status conference was held in front of the Honorable Judge Steven Friedman. Two (2) motions were heard with resulting court approval. One was an Court Order for eCom to retain the legal services of Kluger, Peretz, Kaplin & Berlin P.L. The second Court Order was the approval of Barney A. Richmond as the new Chief Executive Officer of eCome Com.com, Inc. Mr. Richmond has significant experience in corporate and bankruptcy reorganizations. Judge Friedman's court order included instructions for Mr. Richmond and Kluger Peretz to commence with the preparation a viable plan of 22 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) reorganization for eCom and all of the above described spinoff companies, which process is significantly underway including the completion of the May 31, 2005 audits and preparation of the Forms 10-SB for all the above-referenced spinoff companies. Section 1145 of the United States Bankruptcy Code allows the Court to use the Exemption of Securities Laws with respect to a qualified reorganization plan, which the Debtor and aforementioned subsidiary spinoff companies plan to use, which was discussed during the aforementioned June 6, 2005 Court Hearing. The above described June 6, 2005 Court Orders are appended herein as Exhibit 99.7. Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are available on the eCom website, www.ecomecom.net. On July 25, 2005, a third bankruptcy hearing was held in front of the Honorable Judge Steven Friedman. Two (2) orders were granted by the court. The first order granted was: the Debtor is authorized to obtain post-petition financing inthe amount of $100,000.00 from American Capital Holdings, Inc. on the terms and conditions set forth in the motion. The second order granted was: Debtor-in-Possession's Motion for Authorization to: (I) Provide Electronic Service Upon Equity Security Holders and (II) Utilize Executive Mail Service forPurposes of Coordinating and Effectuating Service Upon Equity Security Holders. Electronic copies of the July 25, 2005 transcripts are available on the eCom eCom.com, Inc. website. During April 2006, the petitioning creditors of eCom eCom.com; Barney A. Richmond, Richard C. Turner, and American Capital Holdings, Inc. retained the law firm of Schiff Hardin LLP of Atlanta GA and Chicago IL. The firm of Schiff Hardin, was retained to assist with United States Securities & Exchange Commission ("SEC") related matters, their legal representation is at no cost to eCom. During June 2006 Schiff Hardin prepared a final joint plan of reorganization which has been reviewed by the "SEC". Personnel at the SEC Atlanta Regional offices have completed their suggestions to the plan. Schiff Harding together with the debtor's attorney Kluger, Peretz, Kalplan, Berlin, are currently finalizing the plan. The joint plan of reorganization will be submitted to the United States Bankruptcy Court as soon as it is finalized. On May 3, 2006 the United States Trustee entered a 'Motion of U.S. Trustee to Dismiss Case or Convert to a Case Under Chapter 7'. On June 13, 2006 Schiff Hardin sent a letter, at the request of Mr. Gordon Robinson, Esq. of the SEC to Ms. Denyse Heffner of the U.S. Trustee's office to request postponing this June 19, 2006 hearing. A copy of this letter was appended as Exhibit No. 1 on the May 2006 Debtor's Monthly Financial Report filed with the court on June 16, 2006. On June 15, 2006 the United States Trustee's office filed a Motion with the United States Bankruptcy Court which is titled "AGREED UNITED STATES TRUSTEE'S EX PARTE MOTION FOR CONTINUANCE OF HEARING". A copy of this Motion was appended as Exhibit No. 2 on the May 2006 Debtor's Monthly Financial Report filed with the court on June 16, 2006. Petitioning creditor, American Capital 23 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) Holdings, Inc. has agreed to pay the United States Trustee any incurred fees. On July 7, 2006 the court ordered that the hearing to consider the US Trustee's Motion to Convert or Dismiss Case has been rescheduled for August 28, 2006 at 4:00 p.m.On October The "Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc." was filed on August 18, 2006 was attached as exhibit 99.4 on the eCom eCom.com May 31, 2006 Form 10-KSB filed on August 29, 2006. The "Disclosure Statement for Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc." was filed on August 25, 2006 was attached as exhibit 99.5 on the eCom eCom.com May 31, 2006 Form 10-KSB. On August 31, 2006 the Honorable Judge Steven H. Friedman signed orders: 1: Setting hearing to consider approval of Disclosure Statement 2: Setting deadline for filing objections to Disclosure Statement 3: Directing plan proponents to serve notice The hearing will be held on October 30, 2006 at 2:00 pm at the United States Bankruptcy Court, Southern District of Florida, West Palm Beach Division. Also on October 30, 2006, there will be a hearing to consider the Motion to Convert this Chapter 11 Case to Chapter 7, and the Motion to Dismiss Case Filed by the U.S. Trustee. On December 28, 2006 the First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc.' and First Amended Disclosure Statement for First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc.' were filed with the Unites States Bankruptcy Court, Southern District of Florida, West Palm Beach Division. These two documents are attached to this filing as exhibits 99.1 and 99.2. The plan, which is subject to Bankruptcy Court approval, calls for the issuance of Thirty One Million Five Hundred Ninety Three Thousand Sixty Four (39,093,064) Common Shares to the Creditors listed in Exhibit "A" of the Plan. It is the intent of American Capital Holdings, Inc., if the Plan of Reorganization is confirmed by the Bankruptcy Court, to distribute Twenty Three Million Two Hundred Eight Thousand Three Hundred Eight One (23,280,381) common shares as a dividend to American Capital Holdings, Inc's shareholders. The proposed date of record for this proposed stock dividend, which is subject to Bankruptcy Court approval, will be five (5) business days subsequent to the Plan of Reorganization's confirmation by the Bankruptcy Court. 24 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) Comparison of Results of Operations - Six Months Ended November 30, 2006 vs. Six Months Ended November 30, 2005. Revenue for the six months ended November 30, 2006 and 2005 was $0. Depreciation expense, recorded in cost of sales was $110 for the six months ended November 30, 2006 and 2005. Total operating expenses for the six months ended November 30, 2006 was $9,491 compared to $42,146 for the six months ended November 30, 2005. The operations for the six months ended November 30, 2006 resulted in a net loss of $9,601 versus a net loss of $42,256 recorded in the six months ended November 30, 2005. The comprehensive loss incurred during the six months ended November 30, 2005 of $225,966 was due to the write-down of debt due from USA Performance Products. Management has determined that the debt is no longer collectable. No provision for federal and state income taxes has been recorded because the Company has incurred net operating losses since inception. The net operating loss carry-forwards as of November 30, 2006 totals approximately $7,000,000. These carry-forwards will be available to offset future taxable income. If not used, the operating loss carry-forwards will expire from 2010 to 2019. The Company does not believe that the realization of the related deferred income tax assets meets the criteria required by generally accepted accounting principles and, accordingly, deferred income tax assets have remained at $0 as of November 30, 2006. Liquidity and Capital Resources As of November 30, 2006, current assets totaled $67,829 compared to $76,157 at November 30, 2005. Prepaid Expenses decreased from $68,039 at November 30, 2005 to $65,021 at November 30, 2006. Cash decreased from $6,838 at November 30, 2005 to $1,990 at November 30, 2006. Net cash used in operating activities was $5,117 and $109,139 for the six months ended November 30, 2006 and 2005 respectively. Financing activities provided net cash of $115,829 during the prior year six year period due to financing received from American Capital Holdings as debtor in possession financing. To the extent that additional funds are required to support operations or to expand our business, we may sell additional equity, issue debt or obtain other credit facilities through financial institutions. Any sale of additional equity securities will result in dilution to our shareholders. 25 ECOM ECOM.COM, INC. ITEM 3. CONTROLS AND PROCEDURES Evaluation of the Company's Disclosure Controls and Internal Controls: Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB, the Company evaluated the effectiveness of the design and operation of its 'disclosure controls and procedures'("Disclosure Controls"). This 'evaluation' ("Controls Evaluation") was done under the supervision and with the participation of management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). As a result of this review, the Company adopted guidelines concerning disclosure controls and the establishment of a disclosure control committee made up of senior management. Limitations on the Effectiveness of Controls: The Company's management, including the CEO and CFO, does not expect that its Disclosure Controls or its 'internal controls and procedures for financial reporting' ("Internal Controls")will prevent all error and all fraud. A control system, no matter how well conceived and managed, can provide only reasonable assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Conclusions: Based upon the Controls Evaluation, the CEO and CFO have concluded that, subject to the limitations noted above, the Disclosure Controls are effective to timely alert management to material information relating to the Company during the period when its periodic reports are being prepared. In accordance with SEC requirements, the CEO and CFO note that, since the date of the Controls Evaluation to the date of this Quarterly Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. 26 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. On November 29, 2004, an involuntary petition was filed against eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to restore the shareholder value lost by approximately 6,000+ shareholders as well as implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who have not been paid. The aforementioned creditors are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's website, www.ecomecom.net. ITEM 2. Changes in Securities. None ITEM 3. Defaults Upon Senior Securities. None ITEM 4. Submission of Matters to a Vote of Security Holders. None ITEM 5. Other Events. None ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits: Exhibit 31.1 Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CE0 on page 34 Exhibit 31.2 Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CFO on page 35 Exhibit 32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act on page 36 Exhibit 99.1 First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc. with exhibits. Exhibit 99.2 First Amended Disclosure Statement for First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc. with exhibits. 27 ECOM ECOM.COM, INC. (b) Reports on Form 8-K: Form 8-K filed November 30, 2006 accession number 0001000459-06-000009 stating: A former subsidiary of eCom eCom.com, Inc. formerly known as Pro Card Corporation, now renamed Green Energy Group, Inc. issued a Form 8K with the Securities and Exchange Commission on November 30, 2006. Green Energy's 8K announced that on November 22, 2006, Green Energy Group, Inc. has entered into a Purchase Agreement with Tri-States Petroleum Products, LLC. Green Energy's web site can be viewed at www.thegreenenergygroup.com. eCom's web site can be viewed at www.ecomecom.net. For additional information please contact Jeff Berkowitz, Investor Relations, at 561-348-0524. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. eCom eCom.com, Inc. January 16, 2007 By: /s/ Barney A. Richmond Barney A. Richmond, Chief Executive Officer January 16, 2007 By: /s/ Richard C. Turner Richard C. Turner, Chief Financial Officer 28 Exhibit 31.1 CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Barney A. Richmond, certify that: (1) I have reviewed this quarterly report on Form 10-Q of eCom eCom.com Inc.; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. (6) The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 16, 2007 /s/ Barney A. Richmond - -------------------------- Barney A. Richmond Chief Executive Officer 29 Exhibit 31.2 CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard C. Turner, certify that: (1) I have reviewed this quarterly report on Form 10-Q of eCom eCom.com Inc.; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. (6) The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 16, 2007 /s/ Richard C. Turner - --------------------------- Richard C. Turner Chief Financial Officer 30 Exhibit 32 CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of eCom eCom.com Inc., a Florida corporation (the "Company"), on Form 10-QSB for the period ending August 31, 2006, as filed with the Securities and Exchange Commission (the "Report"), Barney A. Richmond, Chief Executive Officer of the Company and Richard C. Turner, Chief Financial Officer of the Company, respectively, do each hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to his knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Barney A. Richmond Barney A. Richmond Chief Executive Officer January 16, 2007 /s/ Richard C. Turner Richard C. Turner Chief Financial Officer January 16, 2007 [A signed original of this written statement required by Section 906 has been provided to eCom eCom.com Inc. and will be retained by eCom eCom.com Inc. and furnished to the Securities and Exchange Commission or its staff upon request.] Exhibits to Form 10-QSB will be provided to shareholders of the Registrant upon written request addressed to eCom eCom.com, Inc., 100 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410. Any exhibits furnished are subject to a reasonable photocopying charge. The Securities and Exchange Commission has not approved or disapproved of this Form 10-QSB and Annual Report to Shareholders nor has it passed upon its accuracy or adequacy. 31 EX-99 2 exhib991.txt EXHIBIT 99.1 AMENDED JOINT PLAN OF REORGANIZATION IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION In re: eCOM eCOM.COM, INC. Chapter 11 Debtor, Case No. 04-35435-BKC-SHF FIRST AMENDED JOINT PLAN OF REORGANIZATION OF DEBTOR AND AMERICAN CAPITAL HOLDINGS, INC. KLUGER PERETZ KAPLAN & BERLIN Michael D. Seese 201 South Biscayne Boulevard 1700 Miami Center Miami, Florida 33131 Telephone: (305) 379-9000 Facsimile: (305) 379-3428 Counsel for Debtor -and- SCHIFF HARDIN LLP Michael Yetnikoff 6600 Sears Tower Chicago, Illinois 60606 Telephone: (312) 258-5500 Facsimile: (312) 258-5600 Counsel for American Capital Holdings, Inc. Dated: January 3, 2007 Miami, Florida JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE eComeCom.com, Inc. and American Capital Holdings, Inc. jointly propose the following plan of reorganization under section 1121(a) of the Bankruptcy Code: ARTICLE I DEFINITIONS As used in this Plan, the following terms shall have the respective meanings set forth below, and such meanings shall be equally applicable to the singular and plural forms of the terms defined unless the context requires otherwise. "ACH" shall mean American Capital Holdings, Inc. "Actions" shall mean all actions that a trustee or debtor-in-possession is empowered to bring pursuant to the Code, including, without limitation, any cause of action, lawsuit, adversary proceeding, contested matter, claim objection, Avoidance Action, or right of the Debtor or the Estate against any Person. "Administrative Claim" shall mean a claim for payment of an administrative expense under section 503 of the Code that is entitled to priority under section 507(a)(1) of the Code and any fees or charges assessed against the Estate pursuant to 28 U.S.C. section 1930. "Administrative Claimant" shall mean the holder of an Administrative Claim. "Affiliate" shall mean with respect to any Person, any other Persons that would fall within the definition assigned to such term in section 101(2) of the Code, if such Person was a debtor in a case under the Code. "Allowed Amount" shall mean with respect to a Claim, (a) the amount of a Claim that was listed in the Debtor's Schedules (as originally filed in this Case) as not disputed, contingent or unliquidated, if the holder of such Claim has not filed a proof of claim with the Court within the applicable period of limitation fixed by the Court pursuant to Rule 3003(c)(3) of the Rules, or (b) if a holder of a Claim has filed a proof of claim with the Court within the applicable period of limitation fixed by the Court pursuant to 3003(c)(3) of the Rules: (i) the amount stated in such proof of claim or in the Schedules if no objection to such proof of claim or amount listed in the Schedules has been interposed within the applicable period of limitation fixed by the Code or Rules, or as otherwise fixed by the Court, or (ii) such amount as shall be fixed by an order of the Court which has become a Final Order, if an objection has been interposed within the applicable period of limitation fixed by the Code, the Rules, or the Court, or (c) with respect to a Fee Request, such amount as shall be fixed by an order of the Court which has become a Final Order. In no event shall the Allowed Amount of any Priority Claim or Unsecured Claim include interest accrued on such Claim after the Filing Date. "Allowed Claim" shall mean any Claim which is not a Disputed Claim for which an Allowed Amount has been finally determined in such Allowed Amount. "Allowed Equity Interest" shall mean any Equity Interest, as of the Distribution Record Date, which has not been timely disputed, or if timely disputed, which has been allowed by order of the Court which has become a Final Order. "Allowed Priority Tax Claim" shall mean an Allowed Claim entitled to priority under section 507(a)(8) of the Code. "Article" shall mean one of the numbered Articles of the Plan. "Assets" shall mean all of the right, title, and interest of the Debtor in and to Property of the Estate, whether tangible or intangible. "Assumed Contract" shall mean an Executory Contract (as modified or amended pursuant to the Plan, prior order of the Court, or by agreement of the parties) that is assumed by the Debtor pursuant to the Plan. "Assumption List" shall mean the list of executory contracts and unexpired leases to be assumed pursuant to the Plan, if any, which shall be filed with the Clerk of the Court no later than ten (10) days prior to the commencement of the Confirmation Hearing. "Avoidance Actions" shall mean the Actions pursuant to Chapter 5 of the Code, including, without limitation, rights to recover property or money pursuant to sections 542-553 of the Code. "Ballots" shall mean the ballots upon which holders of Claims and Equity Interests in each Impaired Class of Claims and Equity Interests (if any) are entitled to vote on the Plan shall indicate their acceptance or rejection of the Plan and, if applicable, such other elections as may be made thereon are to be indicated, as well as the ballots on which the votes on the Plan of beneficial owners of common stock of eCom are summarized. Ballots shall include Class 3 Ballots, Class 4 Ballots and Master Ballots. "Ballot Deadline" shall mean shall mean the last day established by order of the Court for filing a Ballot with the Clerk of the Court. "Bar Date" shall mean November 3, 2005, the last date for creditors and holders of Equity Interests to file proofs of Claims or Equity Interests in this Case. "Business Day" shall mean a day other than a Saturday, a Sunday, or a day on which commercial banks in Miami, Florida are authorized or required to close. "By-Laws" shall mean the by-laws of the Reorganized Debtor in accordance with Section 7.02 of the Plan. "Case" shall mean this Chapter 11 Case No. 04-35435-BKC-SHF, pending before the United States Bankruptcy Court for the Southern District of Florida. "Cash" shall mean legal tender of the United States of America. "Charter" shall mean the certificate of incorporation of the Reorganized Debtor, in accordance with Section 7.02 of the Plan. "Claim" shall mean (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed or contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured; (c) without limiting the generality of the foregoing, all Administrative Claims, Priority Claims, Secured Claims, and Unsecured Claims. "Class" shall mean a group of Claims or Equity Interests classified together pursuant to Article IV of the Plan. "Class 1" shall mean the class of Other Priority Claims, as described, classified and treated in Section 4.01 of this Plan. "Class 2" shall mean the class of Secured Claims, as described, classified and treated in Section 4.02 of this Plan. "Class 3 Ballot" shall mean the Ballot for voting on the Plan by the holders of Class 3A and Class 3B Claims and on which holders of Class 3A Claims can make the Class 3A Election. "Class 3A" shall mean the class of Allowed Unsecured Claims, as described, classified and treated in Section 4.03A of this Plan. "Class 3B" shall mean the class of Allowed Unsecured Claims of Insiders, as described, classified and treated in Section 4.03B of this Plan. "Class 3A Election" shall mean the election described in section 4.03A of this Plan and to be made on the ballot distributed to holders of Class 3A Claims, pursuant to which each holder of an Allowed Unsecured Claim shall have the right to elect to receive a distribution in the form of either New Common Stock or Cash. "Class 4" shall mean the Allowed Equity Interests, as described, classified and treated in Section 4.04 of this Plan. "Class 4 Ballot" shall mean the Ballot for voting on the Plan by the holders of Class 4 Equity Interests. "Code" shall mean the Bankruptcy Code, 11 U.S.C. sections 101 et. seq. "Collateral" shall mean any property or interest in Property of the Estate of the Debtor subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance under the Code or otherwise is invalid under the Code or applicable state law. "Confirmation" shall mean the entry by the Court of the Confirmation Order. "Confirmation Date" shall mean the date on which the Clerk of the Court enters the Confirmation Order on the Docket. "Confirmation Hearing" shall mean a hearing held by the Court to consider Confirmation of the Plan pursuant to section 1128 of the Code. "Confirmation Order" shall mean the order entered by the Court confirming the Plan, which shall contain such provisions as the Proponents desire and shall otherwise be in a form and substance satisfactory to the Proponents. "Court" shall mean the United States Bankruptcy Court for the Southern District of Florida, including any Bankruptcy Judge thereof, and any court having competent jurisdiction to hear appeals from the Bankruptcy Judges thereof. "Creditor" shall mean any Person holding a Claim or Equity Interest, including Administrative Claimants and Claims of the kind specified in sections 502(b), 502(h), and 502(i) of the Code, and such Person's heirs, successors, assigns, executors, and personal representatives. "Debtor or Debtor-in-Possession" shall mean eComeCom.com, Inc. Any reference to the "Debtor" shall also include the Debtor in its capacities as a debtor-in-possession in this Case, and vice-versa. "DIP Financing" shall mean the debtor-in-possession financing extended to the Debtor by ACH in the amount of $100,000. "DIP Financing Orders" shall mean the (a) Initial Order Authorizing Debtor Obtain Post Petition Credit entered by the Court on June 14, 2005, and (b) Final Order Authorizing Debtor to Obtain Post Petition Credit entered by the Court on July 25, 2005, pursuant to which the Debtor was authorized to obtain the DIP Financing. "Disbursing Agent" shall mean Debtor's counsel, who shall be responsible for making Initial Distributions in accordance with the Plan. "Disclosure Statement" shall mean the Disclosure Statement filed by the Proponents in connection with the Plan and approved by the Court for submission to Creditors as the same may be amended from time to time. "Disputed Amount" shall mean with respect to a particular Disputed Claim, that amount which is equal to the difference, if any, between the Face Amount of such Claim and the amount, if any, of such Claim which the party objecting thereto concedes. "Disputed Claim" shall mean any Claim for which an Allowed Amount has not yet been determined, and with respect to which an objection has been interposed on or prior to the Confirmation Date or such other date as may be fixed by the Court and which objection has not been withdrawn or determined by a Final Order, or which is listed on the Schedules as disputed, contingent or unliquidated. "Disputed Claims Reserve" shall mean the Cash fund established by the Reorganized Debtor in accordance with the provisions of this Plan for the purposes of reserving Distributions to holders of Disputed Claims pending the determination and allowance, if applicable, thereof by Final Order of the Court. "Distribution" shall mean funds to be paid to holders of Claims pursuant to Article IV and Article V of the Plan. "Distribution Date" shall mean the dates upon which Distributions may be made pursuant to Article V of the Plan. "Distribution Record Date" shall mean the Ballot Deadline, as set by an order of the Bankruptcy Court and described in the Disclosure Statement, on which the Debtor or Reorganized Debtor, as the case may be, will cease processing transfers of Claims, and upon which Allowed Claims are determined for purposes of voting on, or receiving Distributions under, the Plan. "Docket" shall mean the docket maintained in this Case by the Clerk of the Court. "eCom" shall mean eComeCom.com, Inc., the Debtor in this Case. "Effective Date" shall mean the date upon which the last of the conditions precedent to the occurrence of the Effective Date set forth in Section 9.02 of the Plan occurs. "Equity Interest" shall mean any ownership or equity interest in the Debtor, including without limitation, interests evidenced by common or preferred stock, warrants, options, or other rights to purchase any ownership or equity interest in the Debtor. "Estate" shall mean the Estate created in this Case pursuant to section 541 of the Code. "Executory Contract" shall mean a contract or unexpired lease to which the Debtor is a party and that is executory within the meaning of section 365 of the Code. "Face Amount" shall mean with respect to a particular Claim, (a) if the holder of such Claim has not filed a proof of claim with the Court within the applicable period of limitations fixed by the Court pursuant to Rule 3003(c)(3) of the Rules, the amount of such Claim that was listed in the Schedules (as originally filed in this Case) as not disputed, contingent or unliquidated; or (b) if the holder of such Claim has filed a proof of claim with the Court within the applicable period of limitation fixed by the Court pursuant to Rule 3003(c)(3) of the Rules, the amount stated in such proof of claim, or (c) with respect to a Fee Request, the net amount to which the applicant would be entitled if its application were to be granted in full. "Fee Request" shall mean an application or request for payment by the Estate of fees, compensation for services rendered or reimbursement of expenses, pursuant to Rule 2016 of the Rules or other applicable provision of the Code or the Rules. "Filing Date" shall mean November 29, 2004, the date on which an involuntary petition was filed against the Debtor under Chapter 11 of the Code. "Final Distribution Date" shall mean the Distribution Date immediately following which there is no Cash in the Disputed Claims Reserve, to distribute to holders of Allowed Claims and Allowed Equity Interests. "Final Order" shall mean an order or judgment of the Court as entered on the Docket that has not been reversed, stayed, modified, or amended, and respecting which the time to appeal, petition for certiorari or seek reargument, review or rehearing has expired, and as to which no appeal, reargument, petition for certiorari, review or rehearing is pending, or as to which any right to appeal, reargue, petition for certiorari or seek review or rehearing has been waived in writing in a manner satisfactory to the Proponent, or, if any appeal, reargument, petition for certiorari, review or rehearing thereof has been denied, the time to take further appeal or to seek certiorari or further rehearing, review or reargument has expired. If any provision of the Plan requires the entry of a Final Order as a condition to the occurrence or performance of an act, the Proponent may waive such requirement in accordance with the Plan. "Impaired" shall mean an Allowed Claim or Equity Interest that is Impaired within the meaning of section 1124 of the Code. "Initial Distribution" shall mean the Distributions to be made on the Effective Date pursuant to Article V of the Plan. "Initial Distribution Date" shall mean the Effective Date of the Plan. "Insider(s)" shall mean those Persons defined in section 101(31)(B) of the Code. "Late Filed Claim" shall mean a Claim filed after the Bar Date. "Lien" shall mean a charge against or interest in any item of Property of the Estate to secure payment of a debt or performance of an obligation. "Master Ballot" shall mean the Ballot on which brokers, bankers, dealers and other agents or nominees can summarize votes on the Plan cast by beneficial holders of Equity Interests. "Net Proceeds" shall mean the amount remaining from recoveries in Actions less attorneys' fees, costs and related expenses. "New Common Stock" shall mean the new common stock of the Reorganized Debtor to be issued on the Effective Date pursuant to Section 8.03 of this Plan, and to be distributed as set forth in Exhibit A hereto. "New Funding" shall mean the new funding extended by ACH to the Debtor under Section 8.04 of this Plan. "Notification Order" shall mean that Order Granting Debtor in Possession's Motion for Authorization to: (i) Provide Electronic Service upon Equity Security Holders and (ii) Utilize Executive Mail Service for Purposes of Coordinating and Effectuating Service upon Equity Security Holders, entered by this Court on August 4, 2005. "Order for Relief" shall mean the order for relief entered by the Court in this Case on May 16, 2005. "Ordinary Course Administrative Claim" shall mean an Administrative Claim for the provisions of goods or services that are incurred by the Debtor in the ordinary course of business. "Other Priority Claims shall mean a Claim (other than an Administrative Claim or Priority Tax Claim) that is entitled to priority under section 507 of the Code. "Person" shall mean any individual, sole proprietorship, partnership (general or limited), joint venture, trust, unincorporated organization, association, corporation, institution, entity, or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body, political subdivision or department thereof). "Petition Date" shall mean the Filing Date. "Plan" shall mean this Plan of Reorganization in the present form or as it may be modified, amended, or supplemented from time to time. "Plan Documents" shall mean any documents to be filed prior to the commencement of the Confirmation Hearing in accordance with this Plan. "Plan Proponents" shall mean ACH and the Debtor. "Post-Confirmation Administrative Claim" shall mean a Claim for services rendered or expenses incurred after the Confirmation Date in connection with this Case. "Post-Petition Interest" shall mean all interest accrued but unpaid after the Petition Date on any Allowed Claim, which shall be calculated based upon the rate set forth in any contract (including any default rate, if applicable and authorized under the Code) evidencing the Claim and, if no such rate is set forth therein, then the legal rate of interest, which for purposes of this Plan shall mean the federal judgment rate of interest in effect on the Effective Date. "Pre-Petition" shall mean prior to the Filing Date. "Priority Claim" shall mean a Claim (other than an Administrative Claim) that is entitled to priority under section 507(a) of the Code. "Pro Rata" shall mean proportionately, so that the ratio of the amount of consideration distributed to an account of a particular Allowed Claim or Equity Interest to the Allowed Amount of such Claim or Equity Interest is the same as the ratio of the amount of consideration distributed on account of all Allowed Claims or Allowed Equity Interests of the Class in which the particular Claim or Equity Interest is included to the amount of all Allowed Claims or Equity Interests of that Class. Whenever a Disputed Claim or Disputed Equity Interest has not been finally resolved, an appropriate reserve for payment of such Disputed Claim or Disputed Equity Interest shall be established so that there will be sufficient consideration available to make a Pro Rata distribution to the holder of such Disputed Claim or Disputed Equity Interest upon final resolution of the dispute. "Professional" shall mean any professional employed in the Case pursuant to sections 327, 328 or 1103 of the Code or otherwise pursuant to an order of the Court. "Property of the Estate" shall mean the property defined in section 541 of the Code. "Proponents" shall mean the Debtor and ACH. "Rejected Contract" shall mean an Executory Contract that is rejected at any time during the Case or pursuant to Article VI of the Plan. "Rejection Claim" shall mean a Claim arising under section 502(g) of the Code in its Allowed Amount. "Reorganized Debtor" shall mean eCom. "Restructuring Transactions" shall have the meaning ascribed to that term in Section 8.11 of this Plan. "Rules" shall mean the Federal Rules of Bankruptcy Procedure. "Rules of Construction and Interpretation" The following rules of construction shall be applicable for all purposes of the Plan unless the context clearly requires otherwise: (a) The terms "include," "including," and similar terms shall be construed as if followed by the phrase "without being limited to." (b) Words of masculine, feminine, or neutral gender shall mean and include the correlative words of the other genders, and words importing the singular number shall mean and include the plural number, and vice-versa. (c) All article, section, and exhibit or appendix captions are used for convenience and reference only, and in way define, limit, or describe the scope or intent of, or in any way affect, any such article, section, exhibit, or appendix. "Schedules" shall mean the Schedules of assets and liabilities originally filed by the Debtor with the Court and not as the same may be amended from time to time. "SEC" shall mean the staff of the United States Securities and Exchange Commission. "Section" shall mean a numbered subsection of any Article of the Plan. "Secured Claim" shall mean a Claim secured by a lien on property in which the Estate has an interest or that is subject to set-off under section 553 of the Code to the extent of the value of the interest attributable to such Claim in the Estate's interest in such property or to the extent of the amount subject to set-off. "Secured Creditor" shall mean the holder of a Secured Claim. "Secured Tax Claims" shall mean ad valorem taxes assessed against the real property owned by the Debtors in the ordinary course of its business. "Shareholder Record Date" shall mean the date approved by the Court on which the registered and beneficial owners of common stock of eCom shall be identified for purposes of voting on the Plan. "Spin-Off" shall mean the transactions under which shares of stock owned by eCom in the Subsidiaries were distributed prior to the filing of the Plan. "Subsequent Distribution Date" shall mean the date on which Distributions are made in accordance with Article V of the Plan on account of a Disputed Claim or Disputed Equity Interest that becomes and Allowed Claim or Allowed Equity Interest by Final Order of the Court. "Subsidiaries" shall mean (i) USA Performance Products, Inc., (ii) eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v) AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp., (viii) A Super Deal.com, Inc., and (ix) My ZipSoft, Inc., unless otherwise referred to individually in the Plan. "Substantial Consummation" shall mean that the Plan shall be deemed to be substantially consummated in accordance with sections 1101 of the Code. "Unimpaired" shall mean an Allowed Claim or Allowed Equity Interest that is not Impaired within the meaning of section 1124 of the Code. "Unsecured Claim" shall mean a Claim other than a Secured Claim, a Priority Claim, a Priority Tax Claim, or an Administrative Claim. "Unsecured Creditor" shall mean the holder of an Unsecured Claim. ARTICLE II TREATMENT OF UNCLASSIFIED CLAIMS: ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND UNITED STATES TRUSTEE'S FEES The following Administrative Claims, DIP Financing Claims, and United States Trustee's Fees are not Impaired under the Plan, and will be treated as follows: 2.01 Allowed Administrative Claims. Administrative Claims are Claims constituting a cost or expense of the administration of the Case allowed under sections 503(b) and 507(a)(1) of the Code. Such Claims include any actual and necessary costs and expenses of preserving the Estate of the Debtor, any actual and necessary costs and expenses of operating the business of the Debtor in Possession, any indebtedness or obligations incurred or assumed by the Debtor in Possession in connection with the conduct of its business, including, without limitation, for the acquisition or lease of property or an interest in property or the rendition of services, all compensation and reimbursement of expenses to the extent Allowed by the Court under section 330, 331 or 503 of the Code, all costs associated with the cure of any executory contracts and unexpired leases between the Debtor and any Person, and any fees or charges assessed against the Estate of the Debtor under section 1930 of title 28 of the United States Code. Except as follows or as otherwise provided herein, and except to the extent that any entity entitled to payment of any Allowed Administrative Claim agrees to a different treatment, each holder of an Allowed Administrative Claim shall receive Cash in an amount equal to such Allowed Administrative Claim on the later of the Effective Date and the date such Administrative Claim becomes an Allowed Administrative Claim by Final Order, or as soon thereafter as is practicable: A. Ordinary Course Claims Allowed Administrative Claims representing liabilities incurred in the ordinary course of business by the Debtor in Possession shall be paid in full and performed by the Reorganized Debtor in the ordinary course of business consistent with past practices and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions. B. Professional Fees and Expense Claims Compensation of professionals and reimbursement of expense incurred by professionals are Administrative Claims pursuant to sections 503(b)(2), 503(b)(3), 503(b)(4) and 503(b)(5) of the Code (the Professional Fees and Expense Claims"). All payments to Professionals for Professional Fees and Expense Claims will be made in accordance with the procedures established by the Code, the Rules and the Court relating to the payment of interim and final compensation for services rendered and reimbursement of expenses. The Court will review and determine all applications for compensation for services rendered and reimbursement of expenses. All entities seeking an award by the Court of Professional Fees and Expense Claims shall file their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred through the Effective Date pursuant to section 330 of the Code and Rule 2016 by the date that is ten (10) days after the Effective Date or such other date as may be fixed by the Court. The time for filing objections to applications for allowance and payment of Professional Fees and Expense Claims, and the date and time for a hearing in respect of such applications and the related objections, if any, shall be set forth in the Confirmation Order or other order of the Court. Notwithstanding anything herein to the contrary, all Professional Fees and Expense Claims that are awarded by the Court shall become Allowed Administrative Claims and shall be paid in full in Cash on the later of the Effective Date of the Plan or the date on which such Professional Fees and Expense Claim becomes an Allowed Administrative Claim by Final Order of the Court, or as soon thereafter as is reasonably practicable. C. DIP Financing Claim of ACH The Administrative Claim of ACH arising from the DIP Financing provided by ACH to the Debtor, shall receive, in full satisfaction, release and exchange for such claim, shares of New Common Stock of the Reorganized Debtor, valued at $0.026 per share, issued pursuant to Section 8.04 of the Plan, as set forth on Exhibit A hereto. 2.02 Priority Tax Claims Except to the extent that a holder of an Allowed Priority Tax Claim under section 507(a)(8) of the Code has been paid by the Debtor prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Debtor, (i) Cash on the Effective Date equal to the Allowed Amount of the Allowed Priority Tax Claim, or (ii) deferred Cash payments in accordance with section 1129(a)(9)(C) of the Code. 2.03 United States Trustee's Fees. The Reorganized Debtor shall pay the United States Trustee the appropriate sum required pursuant to 28 U.S.C. section 1930(a)(6) on the Effective Date, and simultaneously provide to the United States Trustee an appropriate affidavit indicating Cash Disbursements for all relevant periods; notwithstanding anything contained in the Plan to the contrary, the Reorganized Debtor shall further pay the United States Trustee the appropriate sum required pursuant to 28 U.S.C. section 1930(a)(6) for post confirmation periods within the time periods set forth in 28 U.S.C. section 1930(a)(6), until the earlier of the closing of this Case by the issuance of a Final Decree by the Court, or upon entry of an order of this Court dismissing this Case, or converting this Case to another chapter under the Code, and the Disbursing Agent shall provide to the United States Trustee upon the payment of each post confirmation payment an appropriate affidavit indicating disbursement for the relevant periods. ARTICLE III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS For purposes of this Plan, the Classes of Claims and Equity Interests against or in the Debtors shall be as follows: (a) Class 1: Allowed Other Priority Claims (b) Class 2: Allowed Secured Claims (c) Class 3A: Allowed Unsecured Claims (d) Class 3B: Allowed Insider Unsecured Claims (e) Class 4: Allowed Equity Interests Classes 1 and 2 are not Impaired under the Plan. Classes 3A, 3B and 4 are Impaired under the Plan. No other classes of claims or equity interests are Impaired under the Plan. ARTICLE IV TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS 4.01 Class 1. Allowed Other Priority Claims (a) Description. Class 1 consists of the Allowed Claims which are entitled to priority in accordance with section 507(a) of the Code (other than Administrative Claims and Priority Tax Claims). (b) Treatment. Each holder of an Allowed Other Priority Claim shall receive, in full satisfaction, release and exchange for such Claim, Cash in an amount equal to the amount of such Allowed Other Priority Claim in accordance with section 1129(a)(9) of the Code commencing on the later of the Effective Date and the date such Claim becomes an Allowed Claim, or as soon thereafter as is practicable. (c) Impairment. The Class 1 Claims are not Impaired. 4.02 Class 2. Allowed Secured Claims. (a) Description. Class 2 consists of the Allowed Secured Claims. The Secured Claims are any Claims which are secured by a Lien against Collateral. (b) Treatment. On the later of the Effective Date of the Plan, or the date on which such Disputed Secured Claim becomes an Allowed Secured Claim by Final Order of the Court, and in the Debtor's sole discretion, the Debtor shall either (i) pay the holder of any Secured Claim in full in Cash, or (ii) the Debtor shall abandon the Collateral securing such Allowed Secured Claim, in full and complete release, exchange and satisfaction of such Allowed Secured Claim. To the extent that any holder of such Secured Claim believes it possesses an unsecured deficiency claim within the meaning of section 506 of the Code, such holder must request a determination as to the amount of such deficiency claim prior to the commencement of the first scheduled Confirmation Hearing, or such claim will be extinguished and forever barred. The Debtor shall, as a part of the Plan Supplement, advise as to whether it elects (i) or (ii) above with respect to any Claim listed in the Debtor's Schedules as a Secured Claim or for which a proof of claim was filed denoting the Claim as a Secured Claim. Nothing herein is intended to prejudice the rights of the Debtor to object to any such Claim or to obtain a determination as to secured status under section 506 of the Code and all such rights are preserved. The Debtor is unaware of any Secured Claims. (c) Impairment. The Class 2 Claims are not Impaired. 4.03A Class 3A. Allowed Unsecured Claims. (a) Description. Class 3 consists of the Allowed Unsecured Claims. The Unsecured Claims are any Claims, including, without limitation, Claims arising from the rejection of executory contracts and unexpired leases that are not an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, a Secured Claim, or an Equity Interest. (b) Treatment. Pursuant to the Class 3 Election, each holder of an Allowed Unsecured Claim shall receive, at the holder's election (to be made on the Class 3 Ballot), in full satisfaction, release and exchange for such Claim, either (i) Cash in an amount equal to the amount of such Allowed Unsecured Claim or (ii) shares of New Common Stock of the Reorganized Debtor, valued at $0.026 per share, of a value equal to the Allowed Amount of such holder's claim, as soon as is practicable after the later of the Effective Date, or the date on which any Disputed Claim becomes an Allowed Unsecured Claim by Final Order of the Court. A summary of the projected elections of each holder of an Allowed Unsecured Claim indicating Cash and New Common Stock to be distributed to each such holder is annexed hereto as Plan Exhibit A. If the holder of an Allowed Class 3A Claim fails to make the Class 3A Election on the Ballot, then such holder shall receive shares of New Common Stock of the Reorganized Debtor, valued at $0.026 per share, of a value equal to the Allowed Amount of such holder's claim as soon as is practicable after the later of the Effective Date, or the date on which any Disputed Claim becomes an Allowed Unsecured Claim by Final Order of the Court. (c) Impairment. The Class 3A Claims are Impaired. 4.03B Class 3B. Allowed Insider Unsecured Claims. (a) Description. Class 3B consists of Allowed Unsecured Claims of Insiders, which are subordinated to Class 3A Allowed Unsecured Claims. (b) Treatment. After payment in full to holders of Class 3A Claims (either in cash or stock, pursuant to the Class 3A Election), holders of Allowed Insider Unsecured Claims shall receive, in full satisfaction, release and exchange for that claim, shares of New Common Stock of the Reorganized Debtor, valued at $0.026 per share, issued pursuant to Section 8.03 of the Plan, as set forth in Plan Exhibit A hereto. (c) Impairment. The Class 3B Claims are Impaired. 4.04 Class 4. Allowed Equity Interests. (a) Description. Class 4 consists of the holders of Allowed Equity Interests. Equity Interests consist of any share of preferred stock, common stock or other instrument evidencing an ownership interest in the Debtor, whether or not transferable, and any option, warrant or right, contractual or otherwise, to acquire any such interest. (b) Treatment. The holders of Allowed Equity Interests shall be entitled to retain their Equity Interests in the Reorganized Debtors, subject, however, to dilution as a result of the New Common Stock of the Debtor valued at $0.026 per share to be issued (i) pursuant to the Class 3 Election, (ii) to Insiders who are holders of Allowed Unsecured Claims, and/or (iii) ACH in repayment of the DIP Financing. See Plan Exhibit A hereto. Other than retaining their Equity Interests in the Debtor, the holders of Allowed Class 4 Claims shall not be entitled to receive any Distribution under the Plan on account of such Equity Interests. (c) Impairment. Class 4 Interests are Impaired. ARTICLE V PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN, ALLOWANCE OF CERTAIN CLAIMS, AND TREATMENT OF DISPUTED, CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE EXPENSE CLAIMS, CLAIMS AND EQUITY INTERESTS 5.01 Voting of Claims and Equity Interests Each holder of an Allowed Claim or Equity Interest in an Impaired Class of Claims or Equity Interests that is entitled to vote on the Plan pursuant to the Code shall be entitled to vote separately to accept or reject the Plan as provided in such order as may be entered by the Court establishing certain procedures with respect to the solicitation and tabulation of votes to accept or reject the Plan, or any other order or orders of the Court. 5.02 Nonconsensual Confirmation ("Cram down") To the extent any Impaired Class of Claims or Equity Interests entitled to vote does not accept the Plan by the statutory majorities required by section 1126(c) of the Code, the Debtor is requesting confirmation of the Plan under the cram down provisions of section 1129(b) of the Code. 5.03 Method of Distribution Under the Plan (a) Subject to Rule 9010, and except as otherwise provided in Section 5.03 of the Plan, all distributions under the Plan shall be made by the Reorganized Debtor to the holder of each Allowed Claim at the address of such holder as listed on the Schedules as of the Distribution Record Date unless the Debtor or Reorganized Debtor has been notified in writing of a change of address, including by the filing of a proof of Claim by such holder that provides an address different from the address reflected on the Schedules. (b) Any payment of Cash made by the Reorganized Debtor pursuant to the Plan shall be made by check drawn on a domestic bank or by wire transfer. (c) Any payment or distribution required to be made under the Plan on a day other than a Business Day shall be made on the next succeeding Business Day. (d) No payment of Cash less than one hundred dollars ($100.00) shall be made by the Reorganized Debtor to any holder of a Claim unless a request therefor is made in writing to the Reorganized Debtor, or unless the Distribution is a final Distribution. (f) No fractional amounts of Cash shall be distributed pursuant to the Plan. When any distribution on account of an Allowed Claim pursuant to the Plan would otherwise result in the Distribution of Cash that is not a whole number, the actual Distribution shall be rounded as follows: fractions of 1/2 or greater shall be rounded to the next higher whole number and fractions of less than 1/2 shall be rounded to the next lower whole number. (g) Any distributions of Cash or other property under the Plan that are unclaimed for a period of six (6) months after the Distribution Date shall be vested in Reorganized Debtor and any entitlement of any holder of any Claim to such distributions shall be extinguished and forever barred. (h) [intentionally omitted] (i) At the close of business on the Distribution Record Date, the claims register shall be closed, and there shall be no further changes in the record holders of any Claims. The Debtor, the Reorganized Debtor and any Disbursing Agent shall have no obligation to recognize any transfer of any Claims occurring after the Distribution Record Date, provided that the foregoing will not be deemed to prohibit the sale or transfer of any Claim subsequent to the Distribution Record Date and prior to the Effective Date. The Debtor, the Reorganized Debtor and any Disbursing Agent shall instead be entitled to recognize and deal for all purposes under the Plan with only those record holders as of the close of business on the Distribution Record Date. 5.04 Distributions Withheld for Disputed General Unsecured Claims (a) Establishment and Maintenance of Reserve On the Effective Date and each Subsequent Distribution Date, to the extent necessary, the Reorganized Debtor shall reserve from the Distributions to be made on such dates to the holders of Allowed Claims, an amount in Cash or New Common Stock equal to one-hundred percent (100%) of the Distributions to which holders of Disputed Claims would be entitled under the Plan as of such dates if such Disputed Claims were Allowed Claims in their Disputed Claim Amounts or as estimated by the Debtor or the Court in accordance with Section 5.09 of the Plan (the "Disputed Claims Reserve"). The Debtor is not aware of any Disputed General Unsecured Claims. (b) Property Held in Disputed Claims Reserve Cash or New Common Stock in the Disputed Claims Reserve shall (together with all distributions thereon) be held in trust by the Reorganized Debtor for the benefit of the potential recipients of such Cash and shall not constitute property of the Reorganized Debtor. (c) Distributions Upon Allowance of Disputed General Unsecured Claims The holder of a Disputed Claim that becomes an Allowed Claim subsequent to the Effective Date shall receive distributions of Cash and any other consideration from the Disputed Claims Reserve from the Reorganized Debtor within ten (10) days following the date on which such Disputed becomes an Allowed Claim pursuant to a Final Order. Such distributions shall be made in accordance with the Plan. (d) No Surplus Distributions to Holders of Allowed General Unsecured Claims or Allowed Equity Interests To the extent that a Disputed Claim is not Allowed or becomes an Allowed Claim in an amount less than the Disputed Claim Amount, the excess of Cash and any other consideration in the Disputed Claims Reserve over the amount of Cash and any other consideration actually distributed on account of such Disputed shall revest in the Reorganized Debtor. (e) Expenses of Disputed Claims Reserve Except as otherwise ordered by the Court, the amount of any reasonable expenses incurred by the Reorganized Debtor or the Disbursing Agent on or after the Effective Date with respect to the Disputed Claims Reserve shall be paid by the Reorganized Debtor. 5.05 Procedures for Allowance or Disallowance of Disputed Claims (a) Objections to and Resolution of Administrative Claims, Claims and Equity Interests Except as to applications for allowance of compensation and reimbursement of expenses under sections 330 and 503 of the Code, the Debtor or the Reorganized Debtor shall have the exclusive right to make and file objections to Administrative Claims, Claims and Equity Interests subsequent to the Effective Date. All objections shall be litigated to Final Order; provided, however, that following the Effective Date, the Reorganized Debtor shall have the authority to compromise, settle, otherwise resolve or withdraw any of their objections without approval of the Court. Unless otherwise ordered by the Court, the Debtor or the Reorganized Debtor shall file all objections to Claims and Equity Interests and serve such objections upon the holder of the Claim or Equity Interest as to which the objection is made as soon as is practicable, but in no event later than one hundred twenty (120) days after the Effective Date or such later date as may be approved by the Court. The Debtor or the Reorganized Debtor reserve the right to object to Administrative Claims as such claims arise in the ordinary course of business. The Reorganized Debtor shall bear all costs and expenses relating to the investigation and prosecution of Disputed Claims and Disputed Equity Interests from and after the Effective Date. (b) No Distribution Pending Allowance Notwithstanding any other provision of the Plan, if any portion of a Claim or Equity Interest is disputed, the full amount of such Claim or Equity Interest shall be treated as a Disputed Claim or Disputed Equity Interest for purposes of this Plan, and no payment or distribution provided under the Plan shall be made on account of such Claim or Equity Interest unless and until such Disputed Claim or Disputed Equity Interest becomes an Allowed Claim or Allowed Equity Interest (in whole or in part). (c) Disallowed Claims All Claims or Equity Interests held by Persons against whom the Debtor or Reorganized Debtor has commenced a proceeding asserting an Action under sections 542, 543, 544, 545, 547, 548, 549, and/or 550 of the Code, shall be deemed "disallowed" Claims or Equity Interests pursuant to section 502(d) of the Code and holders of such Claims or Equity Interests shall not be entitled to vote to accept or reject the Plan, unless a motion under Bankruptcy Rule 3018 is filed and granted before the Ballot Deadline. Claims or Equity Interests that are deemed disallowed pursuant Section 5.06(c) of the Plan shall continue to be disallowed for all purposes until the avoidance action against such party has been settled or resolved by Final Order and any sums due to the Debtor or the Reorganized Debtor from such party have been paid. 5.06 Disbursing Agent Counsel for the Debtor shall act as the initial Disbursing Agent under the Plan with respect to all distributions to holders of Claims and Equity Interests, and will make all distributions required to be distributed under the applicable provisions of the Plan; provided, however, that New Common Stock shall be issued in a manner consistent with the exemptions under section 1145 of the Code. Any Disbursing Agent may employ or contract with other entities to assist in or make the distributions required by the Plan. Each Disbursing Agent will serve without bond, and each Disbursing Agent, other than the Reorganized Debtor, will receive, without further Bankruptcy Court approval, reasonable compensation for distribution services rendered pursuant to the Plan and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services from the Reorganized Debtor on terms acceptable to the Reorganized Debtor. The Reorganized Debtor shall hold all reserves and accounts pursuant to the Plan and the Disputed Claims Reserve. 5.07 Setoffs and Recoupment The Debtor may, but shall not be required to, set off (pursuant to the provisions of sections 553 and 362 of the Code or other applicable law) against or recoup from any Claim and the payments to be made pursuant to the Plan in respect of such Claim of any nature whatsoever that the Debtor may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtor of any setoff or recoupment right it may have against the holder of such Claim. 5.08 Allocation of Plan Distributions Between Principal and Interest To the extent that any Allowed Claim entitled to a distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such distribution shall be allocated to the principal amount (as determined for federal income tax purposes) of the Claim first, and then to accrued but unpaid interest. 5.09 Estimations of Claims For purposes of calculating and making distributions under the Plan, the Debtor or Reorganized Debtor, as applicable, shall be entitled to estimate, in good faith and with due regard to litigation risks associated with Disputed Claims, the maximum dollar amount of Allowed and Disputed Claims, inclusive of contingent and/or unliquidated Claims in a particular Class. The Debtor and the Reorganized Debtor may at any time request that the Court estimate any contingent or unliquidated Claim pursuant to section 502(c) of the Code or otherwise regardless of whether the Debtor or Reorganized Debtor previously objected to such Claim or whether the Court has ruled on any such objection, and the Court will retain jurisdiction to estimate any Claim at any time during litigation concerning such objection to any claim, including without limitation, during the pendency of any appeal relating to any such objection. In the event that the Court estimates any contingent or unliquidated claim, the amount so estimated shall constitute either the Allowed amount of such Claim or a maximum limitation on the amount of such Claim, as determined by the Court. If the estimated amount constitutes a maximum limitation on the amount of such Claim, the Debtor or the Reorganized Debtor may pursue supplementary proceedings to object to the allowance of such Claim. All of the aforementioned objection, estimation, and resolution procedures are intended to be cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Court. 5.10 No Recourse Notwithstanding that the Allowed amount of any particular Disputed Claim is reconsidered under the applicable provisions of the Code and Rules or is Allowed in an amount for which after application of the payment priorities established by the Plan there is insufficient value to provide a recovery equal to that received by other holders of Allowed Claims in the respective Class, no Claim holder shall have recourse against the Disbursing Agent, the Debtor, the Reorganized Debtor, or any of their respective professionals, consultants, officers, directors or Affiliates or their respective successors or assigns, or any of their respective property. However, nothing in the Plan shall modify any right of a holder of a Claim under section 502(j) of the Code. THE ESTIMATION OF CLAIMS AND ESTABLISHMENT OF RESERVES UNDER THE PLAN MAY LIMIT THE DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS, REGARDLESS OF THE AMOUNT FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS. 5.11 Amendments to Claims A Claim may be amended prior to the Confirmation Date only as agreed upon by the Debtor and the holder of such Claim, or as otherwise permitted by the Court, the Rules or applicable law. After the Confirmation Date, a Claim may not be amended without the authorization of the Court. Any amendment to a Claim filed after the Confirmation Date shall be deemed disallowed in full and expunged without any action by the Debtor, the Reorganized Debtor or the Estate, unless the Claim holder has obtained prior Court authorization for the filing of such amendment. 5.12 Postpetition Interest on Claims Unless expressly provided in the Plan, the Confirmation Order, or any contract, instrument, release, settlement, or other agreement entered into in connection with the Plan or required by applicable law, postpetition interest shall not accrue on or after the Petition Date on account of any Claim. 5.13 Panaia Claim On or about October 23, 1006, David Panaia's surviving spouse, Barbara Panaia, filed a Motion for Leave to Allow a Late Filed Claim, Enlargement of Time to Object to Plan and/or File Ballot and Objection to Confirmation (the "Motion"). The Motion was filed primarily to allow a late-filed claim in the amount of $395,640.00 (the "Panaia Claim"). The Plan Proponents objected to the Motion. If allowed, the Reorganized Debtor would be obligated to issue approximately 15.2 Million shares of New Common Stock on account of the Panaia Claim. However, the Plan Proponents and Barbara Panaia have negotiated an agreement pursuant to which 7.5 Million shares of New Common Stock (a conversion based on 50% of the claim) shall be distributed to the holder of the Panaia Claim and the remaining portion of the Panaia Claim shall be subordinated to Allowed Class 3 and Class 4 Claims and no further distributions shall be made on account of the Panaia Claim under the Plan. The Debtor shall file a motion to approve the compromise pursuant to Rule 9019 of the Bankruptcy Rules. ARTICLE VI EXECUTORY CONTRACTS AND UNEXPIRED LEASES 6.01 Assumption or Rejection of Executory Contracts and Unexpired Leases (a) Executory Contracts and Unexpired Leases The Code grants the Debtor the power, subject to the approval of the Court, to assume or reject executory contracts and unexpired leases. If an executory contract or unexpired lease is rejected, the other party to the agreement may file a claim for damages incurred by reason of the rejection. In the case of rejection of leases of real property, such damage claims are subject to certain limitations imposed by the Code. Pursuant to sections 365(a) and 1123(b)(2) of the Code, all executory contracts and unexpired leases between the Debtor and any Person shall be deemed rejected by the Reorganized Debtor as of the Effective Date, except for any executory contract or unexpired lease (i) which previously has been assumed or rejected pursuant to an order of the Court entered prior to the Effective Date, (ii) as to which a motion for approval of the assumption or rejection of such executory contract or unexpired lease has been filed and served prior to the Effective Date or (iii) which is listed on the Assumption List which shall be filed with the Court and served on the affected parties by no later than ten (10) days prior to the commencement of the Confirmation Hearing; provided, however, that the Debtor or Reorganized Debtor shall have the right, on or prior to the Confirmation Date, to amend the Assumption List to delete any executory contract or unexpired lease therefrom or add any executory contract or unexpired lease thereto, in which event such executory contract(s) or unexpired lease(s) shall be deemed, respectively, assumed or rejected. The Debtor or Reorganized Debtor shall provide notice of any amendments to the Assumption List to the non- debtor parties to the executory contracts and unexpired leases affected thereby. The listing of a document on the Assumption List shall not constitute an admission by the Debtor or Reorganized Debtor that such document is an executory contract or an unexpired lease or that the Debtor or Reorganized Debtor have any liability thereunder. (b) Schedules of Rejected Executory Contracts and Unexpired Leases; Inclusiveness Each executory contract and unexpired lease listed or to be listed on the Assumption List that relates to the use or occupancy of real property shall be deemed to include (i) all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without regard to whether such agreement, instrument or other document is listed on the Assumption List and (ii) all executory contracts or unexpired leases appurtenant to the premises listed on the Assumption List, including, without limitation, all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vault, tunnel or bridge agreements or franchises, and any other interests in real estate or rights in rem relating to such premises, unless any of the foregoing agreements previously have been assumed. (c) Insurance Policies Each of the Debtor's insurance policies and any agreements, documents or instruments relating thereto, including without limitation, any retrospective premium rating plans relating to such policies, shall be treated as executory contracts under the Plan. Notwithstanding the foregoing, distributions under the Plan to any holder of a Claim covered by any insurance policies and related agreements, documents or instruments that are assumed hereunder, shall comply with the treatment provided under the Plan. Nothing contained in the Plan shall constitute or be deemed a waiver or release of any Cause of Action that the Debtor may hold against any entity, including, without limitation, the insurers under any of the Debtor's policies of insurance. (d) Approval of Assumption or Rejection of Executory Contracts and Unexpired Leases Subject to the occurrence of the Effective Date, entry of the Confirmation Order shall constitute (i) the approval, pursuant to sections 365(a) and 1123(b)(2) of the Code, of the assumption of the executory contracts and unexpired leases assumed pursuant to Article VI of the Plan and (ii) the approval, pursuant to sections 365(a) and 1123(b)(2) of the Code, of the rejection of the executory contracts and unexpired leases rejected pursuant to the Plan. 6.02 Cure of Defaults To the extent that cure payments are due with respect to an executory contract or unexpired lease to be assumed pursuant to the Plan, the amount of such cure payment shall be listed in the Assumption List. To the extent that the non-debtor party to any executory contract or unexpired lease disagrees with the cure amount listed in the Assumption List, such party must file a notice of dispute with the Court and serve such notice on the Debtors by no later than five (5) days prior to the Confirmation Hearing. Except as may otherwise be agreed to by the parties, within sixty (60) days after the Effective Date, the Reorganized Debtor shall cure any and all undisputed defaults under any executory contract or unexpired lease assumed pursuant to the Plan in accordance with section 365(b)(1) of the Code. All disputed defaults that are required to be cured shall be cured either within thirty (30) days of the entry of a Final Order determining the amount, if any, of the Debtor's or Reorganized Debtor's liability with respect thereto, or as may otherwise be agreed to by the parties. If there are any objections filed, the Court shall hold a hearing. In the event the Court determines that the cure amount is greater than the cure amount listed by the Debtor, the Reorganized Debtor may elect to reject the contract or unexpired lease and not pay such greater cure amount. 6.03 Bar Date for Filing Proofs of Claim Relating to Executory Contracts and Unexpired Leases Rejected Pursuant to the Plan Claims arising out of the rejection of an executory contract or unexpired lease pursuant to the Plan must be filed with the Court and/or served upon the Debtor or Reorganized Debtor or as otherwise may be provided in the Confirmation Order, by no later than thirty (30) days after the later of (i) notice of entry of an order approving the rejection of such executory contract or unexpired lease, (ii) notice of entry of the Confirmation Order and (iii) notice of an amendment to the Assumption List. Any Claim not filed within such time will be forever barred from assertion against the Debtor, its Estate, the Reorganized Debtor and its property. Unless otherwise ordered by the Court, all Claims arising from the rejection of executory contracts and unexpired leases shall be treated as Unsecured Claims under the Plan. The Debtor is not aware of any claims arising out of the rejection of an executory contract or unexpired lease. ARTICLE VII PROVISIONS REGARDING CORPORATE GOVERNANCE On the Effective Date, the management, control and operation of the Reorganized Debtor shall become the general responsibility of the board of directors of the Reorganized Debtor, which shall, thereafter, have the responsibility for the management, control and operation of the Reorganized Debtor. 7.01 Meetings of Stockholders In accordance with the Reorganized Debtor's Certificate of Incorporation and the Reorganized Debtor's Bylaws, as the same may be amended from time to time, the first annual meeting of the stockholders of Reorganized Debtor shall be held on a date selected by its board of directors. 7.02 Bylaws and Certificates of Incorporation On the Effective Date, the adoption of the Reorganized Debtor's Certificate of Incorporation and the Reorganized Debtor's Bylaws shall be authorized and approved in all respects to be effective as of the Effective Date, in each case without further action under applicable law, regulation, order, or rule, and including without any further action by the stockholders or directors of the Debtor, the Debtor in Possession or the Reorganized Debtor. The Reorganized Debtor's Certificate of Incorporation shall (i) prohibit the issuance of nonvoting equity securities as required by section 1123(a)(6) of the Code, (ii) authorize the reincorporation under the laws of the State of Florida, and (iii) authorize any other actions necessary to implementing the Plan, subject to further amendment of such certificates of incorporation as permitted by applicable law and the applicable organizational documents. 7.03 Selection of Board Members Members of the board of directors shall be selected in accordance with the Reorganized Debtor's Certificate of Incorporation. As of the Effective Date of the Plan, the members of the initial board of directors shall in each case serve until their respective resignations or removal in accordance with applicable law, or the applicable organizational documents. A schedule setting forth the identities of the initial members of the board of directors shall be filed with the Clerk of the Court no later than ten (10) days prior to the Ballot Deadline. Elections, removal and terms of directors will be in accordance with Florida General Corporate Law. 7.04 Corporate Governance The business and affairs of the Reorganized Debtor shall be managed by its board of directors in accordance with the Reorganized Debtor's Bylaws, the Reorganized Debtor's Charter and applicable nonbankruptcy law. 7.05 Officers The officers of the Debtor immediately prior to the Effective Date shall in each case serve as the initial officers of the Reorganized Debtor on and after the Effective Date and in accordance with any employment agreement with the Reorganized Debtor, the applicable organizational documents, and applicable nonbankruptcy law. A schedule setting forth the identities of the initial officers shall be filed with the Clerk of the Court no later than ten (10) days prior to the Ballot Deadline. After the Effective Date, the officers of the Reorganized Debtor shall be determined by the board of directors, in each case until their respective resignations or removal in accordance with applicable law and the applicable organizational documents. ARTICLE VIII MEANS FOR IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN Upon confirmation of the Plan, and in accordance with the Confirmation Order, the Debtor or Reorganized Debtor, as the case may be, will be authorized to take all necessary steps, and perform all necessary acts, to consummate the terms and conditions of the Plan. In addition to the provisions set forth elsewhere in the Plan, the following shall constitute the means for implementation of the Plan. 8.01 The Reorganized Debtor Except as otherwise provided in the Plan, on the Effective Date of the Plan, all Assets of the Debtor shall be vested in the Reorganized Debtor. The Reorganized Debtor shall assume all of the Debtor's rights, obligations and liabilities under the Plan. Following the Effective Date, eCom will take steps to acquire one or more operating businesses, and will attempt to negotiate transactional agreements with respect thereto. 8.02 Management Initially, Barney A Richmond will continue to serve as eCom's chief executive officer, and Mr. Richard Turner will continue to serve as eCom's treasurer and chief financial officer. Messrs. Richmond and Turner will devote sufficient time to eCom in order to pursue its objectives. Messrs. Richmond and Turner will, for the foreseeable future, provide their services to eCom at no cost. Mr. Richmond is Chairman of ACH. He has been an independent advisor and investor in assisting companies, as well as individuals, regarding public offerings, mergers, reverse mergers and a variety of corporate financing issues. Mr. Turner was employed as an accountant responsible for corporate and individual tax returns, business write-up services, and business consulting services, including computer and database management. He was also formerly responsible for financial reporting, budgeting and cost accounting on behalf of a bank. 8.03 Capital Stock and Issuance of New Common Stock Upon the effective date of the Plan, eCom shall emerge from bankruptcy as a public company. Under the Plan, all holders of Allowed Equity Interests shall retain their Equity Interests, subject to dilution by the New Common Stock to be issued pursuant to this Plan. Although eCom believes it has over 5,000 shareholders, a portion of the shares are held in street name and, therefore, eCom is not able to determine the precise number of actual shareholders. There are currently 49,953,112 shares of eCom's common stock outstanding. Under this Plan, eCom will issue approximately 39,000,000 shares of New Common Stock, to be distributed as set forth in Exhibit A hereto to holders of claims in Classes 3A and 3B, and to ACH in repayment of the DIP Financing. After issuance, there will be approximately 89,000,000 shares of common stock outstanding. The New Common Stock to be issued on the Effective Date will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 (and of equivalent state securities or "blue sky" laws) provided by Section 1145(a) of the Bankruptcy Code, 11 U.S.C. 1145. Generally, Section 1145(a) of the Bankruptcy Code exempts from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws the issuance of securities directly or through a warrant to purchase such securities if the following conditions are satisfied: (a) the securities are issued by a debtor, an affiliate participating in a joint plan with the debtor, or a successor to the debtor under a chapter 11 plan; (b) the recipients of the securities hold a claim against, an interest in, or a claim for an administrative expense against, the debtor and (c) the securities are issued entirely in exchange for the recipient's claim against or interest in the debtor or are issued "principally" in such exchange and "partly" for cash or property. The Debtor believes that the issuance of the New Common Stock will satisfy the aforementioned requirements. Notwithstanding anything herein to the contrary, it is possible that the Reorganized Debtor may qualify as a "blank check company." The SEC has taken the position that promoters or affiliates of blank check companies, as well as their transferees, are underwriters of the securities issued. In accordance with the SEC's position, any securities held by shareholders, including those issued under the Plan, prior to a business combination, such as a merger, may be resold only through a registration statement under the Securities Act of 1933 and Rule 144 may not be a safe harbor for resale of those securities regardless of technical compliance with Rule 144. While the foregoing does not affect the issuance of shares of common stock under the Plan, i.e., the shares will be issued free from registration requirements in accordance with section 1145 of the Code, the resale or exchange of such securities may be affected following confirmation of the Plan, such as in connection with any resale of such securities or any proposed merger. 8.04 New Funding On the Effective Date of the Plan, ACH will advance funds in the form of a loan to the Reorganized Debtor in order to fund obligations under the Plan. Additionally, American Capital Holdings, Inc. shall advance to eCom funds sufficient to comply with reporting requirements under any applicable federal and state securities laws, as well as the reasonable fees and costs in connection with any registration statement which may be required under the Securities Act of 1933, and to file all required federal, state and local tax returns. The amount of such New Funding is estimated to be $129,000, as set forth in the projections and pro forma balance sheet provided in Plan Exhibit B hereto. ACH has placed this amount in escrow. The New Funding shall be loaned to the Reorganized Debtor on the following terms: (x) the New Funding shall be loaned on an unsecured basis, (y) the New Funding shall accrue interest at the rate of 8% per annum, and (z) the New Funding, plus accrued interest, shall be due and payable in full on the third (3rd) anniversary of the Effective Date by either (i) converting such amount into common shares of the Reorganized Debtor's stock at a conversion rate equal to the average trading price of common shares over the five (5) business days preceding the third (3rd) anniversary of the Effective Date, (ii) paying such amount in Cash, or (iii) a combination of (z)(i) and (z)(ii); provided, however, that the Reorganized Debtor may, in its sole discretion, prepay (without penalty) all or any portion of the New Funding, plus accrued interest, at any time prior to the third (3rd) anniversary of the Effective Date by means provided in Section 8.04(z)(i), (ii) or (iii) hereof 8.05 Acquisition of IS Direct Agency, Incorporated On the Effective Date or as soon as practical thereafter, the Reorganized Debtor may continue to pursue negotiations with IS Direct. 8.06 Spin-Off of Subsidiaries On December 1, 2003, the board of directors of eCom approved the spinoff of the Subsidiaries. On June 4, 2004, the board of directors of eCom readopted a resolution to spinoff the Subsidiaries and authorized whatever action necessary to complete this process including acquisitions and mergers. In this regard, the board included instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer (FAST), to the proper entities when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding the foregoing, eCom was not able to pay FAST the amounts required to send out the stock certificates to the shareholders and, therefore, the shares were not issued. Due to eCom's financial condition, eCom was unable to effectuate the spinoffs. In connection with the spinoffs, eCom owned all outstanding and issued shares of common stock in the Subsidiaries. By spinning off the Subsidiaries, eCom distributed the common stock of the Subsidiaries to eCom's shareholders in proportion to the shares held in eCom as of the relevant record date. On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 of Title 11 of the United States Code. Thereafter, an order for relief was entered by the United States Bankruptcy Court on May 16, 2005. On June 2, 2005, the shares of the Subsidiaries were distributed to eCom shareholders of record, as of May 27, 2005. Subsequent thereto, eCom caused a registration statement on Form 10-SB to be filed for each of the Subsidiaries. eCom believed that it could effectuate the spinoffs pursuant to the criteria and procedures set forth in the September 16, 1997 Securities and Exchange Commission Staff Legal Bulletin No. 4 issued regarding the applicability of Section 5 of the Securities Act of 1933 (the "Bulletin"). eCom was subsequently advised by the Staff of the Securities and Exchange Commission ("SEC") that the Subsidiaries may not qualify for the spinoff procedures set forth in the Bulletin for a number of reasons, including the facts that (i) there may not have been a valid "business purpose" as defined in the Bulletin, and (ii) the certificates evidencing the shares were distributed prior to having an effective Form 10-SB registration statement available for distribution to shareholders. At the request of the SEC staff, eCom voluntarily withdrew the Form 10-SB registration statements. Form 10-SB registration statements will be filed post-Effective Date for each of the Subsidiaries when appropriate transactions are finalized as to each Subsidiary. 8.07 Effectiveness of Securities, Instruments and Agreements On the Effective Date, all documents and all other agreements entered into or documents issued pursuant to the Plan and/or any agreement entered into or instrument or document issued in connection with any of the foregoing, as applicable, shall become effective and binding upon the parties thereto in accordance with their respective terms and conditions and shall be deemed to become effective simultaneously. 8.08 Corporate Action On the Effective Date, all matters provided for under the Plan that would otherwise require approval of the stockholders, directors or members of one or more of the Debtor or Reorganized Debtor or their successors in interest under the Plan shall be deemed to have occurred and shall be in full force and effect from and after the Effective Date pursuant to the General Corporation Law of the State of Florida, without any requirement of further action by the stockholders or directors of the Debtor or Reorganized Debtor. 8.09 [intentionally omitted] 8.10 No Change of Control Any acceleration, vesting or similar change of control rights of any Person under employment, benefit or other arrangements with the Debtor that could otherwise be triggered by the entry of the Confirmation Order or the consummation of the Plan or any of the transactions contemplated thereby shall be deemed to be waived and of no force or effect. 8.11 Restructuring Transactions On and after the Effective Date, the Reorganized Debtor or the Subsidiaries may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of its respective businesses, subject to the terms, conditions and restrictions set forth in the Bylaws of, or otherwise applicable to, the Reorganized Debtor or the Subsidiaries. Such restructuring may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtor or the Subsidiaries to be necessary or appropriate (collectively, the "Restructuring Transactions"). The actions to effect the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state law; and (iv) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtor or the Subsidiaries to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties, and obligations of the Reorganized Debtor or the Subsidiaries vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting, or acquiring corporation in any such transaction is a successor to the Reorganized Debtor, such surviving, resulting, or acquiring corporation will perform the obligations of the Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against the Reorganized Debtor, as applicable and to the extent necessary. Notwithstanding the foregoing, it is possible that the Reorganized Debtor may qualify as a "blank check company." The SEC has taken the position that promoters or affiliates of blank check companies, as well as their transferees, are underwriters of the securities issued. In accordance with the SEC's position, any securities held by shareholders, including those issued under the Plan, prior to a business combination, such as a merger, may be resold only through a registration statement under the Securities Act of 1933 and Rule 144 may not be a safe harbor for resale of those securities regardless of technical compliance with Rule 144. While the foregoing does not affect the issuance of shares of common stock under the Plan, i.e., the shares will be issued free from registration requirements in accordance with section 1145 of the Code, the resale or exchange of such securities may be affected following confirmation of the Plan, such as in connection with any resale of such securities or any proposed Restructuring Transaction. 8.12 Operation of the Debtor in Possession Between the Confirmation Date and the Effective Date The Debtor shall continue to operate as a debtor in possession in the ordinary course, subject to the supervision of the Court and pursuant to the Code and the Rules during the period from the Confirmation Date through and until the Effective Date, and any obligation incurred by the Debtor during that period shall constitute an Administrative Claim. 8.13 Administration After the Effective Date After the Effective Date, the Reorganized Debtor may operate its business, and may use, acquire, and dispose of its property, free of any restrictions of the Code and Rules. 8.14 Term of Bankruptcy Injunction or Stays All injunctions or stays provided for in the Case under sections 105 or 362 of the Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. 8.15 Revesting of Assets Pursuant to section 1141 of the Code, the property of the Estate of the Debtor shall revest in the Reorganized Debtor on the Effective Date, free and clear of all Liens, Claims and interests of holders of Claims and Equity Interests, except as otherwise provided in the Plan or the Confirmation Order. 8.16 Causes of Action As of the Effective Date, pursuant to section 1123(b)(3)(B) of the Code, any and all Actions accruing to the Debtor and Debtor in Possession, including, without limitation, actions under sections 510, 542, 544, 545, 547, 548, 549, 550, 551 and 553 of the Code, shall become assets of the Reorganized Debtor, and the Reorganized Debtor shall have the authority to commence and prosecute such Actions for the benefit of the Estate. Specifically, the Reorganized Debtor shall continue to prosecute any Action pending on the Effective Date. Further, section 547 of the Code enables a debtor in possession to avoid transfers to a creditor, based upon an antecedent debt, made within ninety (90) days of the petition date, which enables the creditor to receive more than it would under a liquidation. Creditors have defenses to the avoidance of such preferential transfers based upon, among other things, the transfers having occurred as part of the debtor's ordinary course of business, or that subsequent to the transfer the creditor provided the debtor with new value. The Reorganized Debtor will analyze payments made by the Debtor to creditors within ninety (90) days (or in the case of insiders, one year) before the Commencement Date (as set forth in item 3(a) in the Debtor's Statement of Financial Affairs) to determine which such payments may be avoidable as preferential transfers under the Code and, if appropriate, prosecute such actions. After the Effective Date and before the case is closed, the Reorganized Debtor shall have the authority to compromise and settle, otherwise resolve, discontinue, abandon or dismiss all such Actions upon filing and approval of an appropriate motion under Bankruptcy Rule 9019. There are no pending Actions, the Debtor is not currently aware of any Actions, and the Debtor does not currently intend to pursue any Actions, including any Actions against any former insiders. THIS PLAN PROPOSES AN INJUNCTION, WHICH IS DESCRIBED IN SECTIONS 8.17 AND 8.18 BELOW 8.17 Discharge of Debtor Except as otherwise provided in this Plan, the rights afforded herein and the treatment of all Claims and Equity Interests herein shall be in exchange for and in complete satisfaction, discharge and release of Claims and Equity Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Petition Date, against the Debtor and the Debtor in Possession, the Estate, or any of the assets or properties under the Plan. Except as otherwise provided herein, (i) on the Effective Date, all such Claims against and Equity Interest in the Debtor shall be satisfied, discharged and released in full, and (ii) all Persons shall be precluded and enjoined from asserting against the Reorganized Debtor, the Subsidiaries, their successors, or their assets or properties any other or further Claims or Equity Interests based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Confirmation Date, whether or not such holder has filed a proof of Claim or proof of Equity Interest and whether or not such holder has voted to accept or reject the Plan. 8.18 Injunction Related to Discharge Except as otherwise expressly provided in the Plan, the Confirmation Order or a separate order of the Court, all Persons who have held, hold or may hold Claims against or Equity Interests in the Debtor, are permanently enjoined, on and after the Effective Date, from (i) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim or Equity Interest, (ii) enforcing, attaching, collecting or recovering by any manner or means of any judgment, award, decree or order against the Debtor on account of any such Claim or Equity Interest, (iii) creating, perfecting or enforcing any Lien or asserting control of any kind against the Debtor or against the property or interests in property of the Debtor on account of any such Claim or Equity Interest and (iv) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from the Debtor or against the property or interests in property of the Debtor on account of any such Claim or Equity Interest. Such injunctions shall extend to the Debtor, its successors, subsidiaries and affiliates, and their respective properties and interests in property. 8.19 Injunction Against Interference with the Plan Upon the entry of a Confirmation Order with respect to the Plan, all holders of Claims and Equity Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, or principals, shall be enjoined from taking any actions to interfere with the implementation or consummation of the Plan, except with respect to actions any such entity may take in connection with the pursuit of appellate rights. ARTICLE IX CONFIRMATION AND EFFECTIVENESS OF THE PLAN 9.01 Conditions Precedent to Confirmation The Plan shall not be confirmed by the Court unless and until the following conditions shall have been satisfied or waived pursuant to Section 9.04 of the Plan: (a) The Confirmation Order shall be in form and substance reasonably acceptable to the Debtor and include, among other things, a finding of fact that the Debtor, the Reorganized Debtor, and their respective present and former members, officers, directors, employees, advisors, attorneys, and agents acted in good faith within the meaning of and with respect to all of the actions described in section 1125(e) of the Code and are therefore not liable for the violation of any applicable law, rule or regulation governing such actions; and 9.02 Conditions Precedent to Effectiveness The Plan shall not become effective unless and until the following conditions have been satisfied or waived pursuant to Section 9.04 of the Plan: (a) The Confirmation Order shall have been entered and shall be a Final Order (with no modification or amendment thereof), and there shall be no stay or injunction that would prevent the occurrence of the Effective Date; and (b) The statutory fees owing to the United States Trustee through the Confirmation Date shall have been paid in full. 9.03 Effect of Failure of Conditions If each condition to the Effective Date specified in the Plan has not been satisfied or duly waived within twenty (20) days after the Confirmation Date, then the Plan Proponents or any other party in interest may file a motion with the Court in an effort to vacate the Confirmation Order; provided, however, if each of the conditions to the Effective Date is either satisfied or duly waived before the Court enters an order granting the relief requested in such motion, then the motion may be withdrawn. If the Confirmation Order is vacated, the Plan shall be deemed null and void in all respects, including without limitation the discharge of Claims pursuant to section 1141 of the Code and the assumptions or rejections of executory contracts and unexpired leases as provided by the Plan, and nothing contained herein shall (1) constitute a waiver or release of any Action by, or Claims against, the Debtor, or (2) prejudice in any manner the rights of the Debtor. 9.04 Waiver of Conditions To the extent permitted under the Code, the Debtor may waive one or more of the conditions precedent to confirmation of the Plan, or the condition precedent to effectiveness of the Plan set forth in Section 9.02 of the Plan. To the extent permitted under the Code, the Debtor may waive in writing one or more of the other conditions precedent to confirmation and effectiveness of the Plan, without further notice to parties in interest or the Bankruptcy Court without a prior hearing. ARTICLE X RETENTION OF JURISDICTION The Court shall have exclusive jurisdiction of all matters arising out of, and related to, the Case and the Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the Code and for, among other things, the following purposes: (a) to hear and determine pending applications for the assumption or rejection of executory contracts or unexpired leases, if any are pending, and the allowance of Claims resulting, therefrom; (b) to determine any and all adversary proceedings, motions, applications and contested matters, and other litigated matters pending on the Confirmation Date; (c) to hear and determine all Actions commenced by the Debtor or any other party in interest with standing to do so, pursuant to sections 505, 542, 543, 544, 545, 547, 548, 549, 550, 551, and 553 of the Code, collection matters related thereto, and settlements thereof; (d) to hear and determine any objections to or the allowance, classification, priority, compromise, estimation or payments of any Administrative Claims, Claims or Equity Interests; (e) to ensure that distributions to holders of Allowed Claims are accomplished as provided in the Plan; (f) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated; (g) to issue such orders in aid of execution and consummation of the Plan, to the extent authorized by section 1142 of the Code; (h) to consider any amendments to or modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in the Plan, or any order of the Court, including, without limitation, the Confirmation Order; (i) to hear and determine all applications for compensation and reimbursement of expenses of Professionals under sections 330, 331, and 503(b) of the Code; (j) to hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan; (k) to recover all assets of the Debtor and property of the Debtor's Estate, wherever located; (l) to determine any Claim of or any liability to a governmental unit that may be asserted as a result of the transactions contemplated herein; (m) to enforce the Plan, the Confirmation Order, and any other order, judgment, injunction or ruling entered or made in the Case, including, without limitation, the discharge, injunction, exculpation and releases provided for in the Plan; (n) to take any action and issue such orders as may be necessary to construe, enforce, implement, execute, and consummate the Plan or to maintain the integrity of the Plan following consummation; (o) to hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505, and 1146 of the Code (including, but not limited to, an expedited determination under section 505(b) of the Code of the tax liability of the Debtor for all taxable periods through the Effective Date for all taxable periods of the Debtor through the liquidation and dissolution of such entity); (p) to hear any other matter not inconsistent with the Code; and (q) to enter a final decree closing the Case; provided however, that nothing in the Plan shall divest or deprive any other court or agency of any jurisdiction it may have over the Reorganized Debtor under applicable environmental laws. ARTICLE XI MISCELLANEOUS PROVISIONS 11.01 Effectuating Documents and Further Transactions. The Debtor or Reorganized Debtor, as the case may be, is authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to implement, effectuate and further evidence the terms and conditions of the Plan and any notes or securities issued pursuant to the Plan. 11.02 Exemption from Transfer Taxes Pursuant to section 1146(c) of the Code, the issuance, transfer or exchange of notes or equity securities under the Plan, including New Common Stock, creation of any mortgage, deed of trust or other security interest, the making or assignment of any lease or sublease, or the making or delivery of any instrument of transfer under, in furtherance of, or in connection with the Plan, including, without limitation, any merger agreements or agreements of consolidation, deeds, bills of sale or assignments executed in connection with any of the transactions contemplated by the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax. 11.03 Authorization to Request Prompt Tax Determinations. The Reorganized Debtor is authorized to request an expedited determination under section 505(b) of the Code of the tax liability of the Debtor, for all taxable periods through the Effective Date. 11.04 Exculpation. Subject to the occurrence of the Effective Date, neither the Debtor, the Reorganized Debtor, ACH as Plan co-proponent, nor any of their respective members, officers, directors, agents, financial advisors, attorneys, employees, equity holders, partners, affiliates and representatives (the "Exculpated Parties") shall have or incur any liability to any holder of a Claim or Equity Interest for any act or omission in connection with, related to, or arising out of, the Case, the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan; provided, that the foregoing shall not operate as a waiver or release for (i) any express contractual obligation owing by any such Person, (ii) willful misconduct or gross negligence, and (iii) with respect to Professionals, liability arising from claims of professional negligence which shall be governed by the standard of care otherwise applicable to professional negligence claims under applicable non-bankruptcy law, and, in all respects, the Exculpated Parties shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan; provided further that nothing in the Plan shall, or shall be deemed to, release the Exculpated Parties, or exculpate the Exculpated Parties with respect to, their respective obligations or covenants arising pursuant to the Plan; provided further that the foregoing shall not operate as a waiver or release of Claims by governmental entities arising under environmental laws. 11.05 Releases On the Effective Date, the Debtor, the Reorganized Debtor, and any and all Holders of Claims and Equity Interests shall release unconditionally and are hereby deemed to release unconditionally each of the Debtor, ACH and their post- petition directors and officers, and Professionals (collectively, the "Released Parties") from any and all claims, obligations, suits, judgments, damages, losses, rights, remedies, causes of action, charges, costs, debts, indebtedness, or liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission, transaction, event or other occurrence taking place between the Petition Date and the Effective Date, which is in any way relating to the Debtor, this Case, any assets or Property of the Estate, the business or operations of the Debtor, the DIP Financing, any Plan Documents, the Plan, or any of the transactions contemplated thereby; provided, however, that this release provision shall not be applicable to any liability found by a court of competent jurisdiction to have resulted from fraud or the willful misconduct or gross negligence of any such party. With respect to Professionals, the foregoing exclusion from this release provision shall also include claims of professional negligence arising from the services provided by such Professionals during the Case. Any such claims shall be governed by the standard of care otherwise applicable to the standard of negligence claims outside of bankruptcy. The Confirmation Order shall enjoin the prosecution by any Person or entity, whether directly, derivatively or otherwise, of any such claim, obligation, suit, judgment, damage, loss, right, remedy, cause of action, charge, cost, debt, indebtedness, or liability which arose or accrued during such period or was or could have been asserted against any of the Released Parties, except as otherwise provided in the Plan or in the Confirmation Order. Each of the Released Parties shall have the right to independently seek enforcement of this release provision. This release provision is an integral part of the Plan and is essential to its implementation. 11.06 Injunction Relating to Exculpation The Confirmation Order will contain an injunction, effective on the Effective Date, permanently enjoining the commencement or prosecution by the Debtor, the Reorganized Debtor and any other Person, whether derivatively or otherwise, of any action or causes of action against any party exculpated, released or discharged pursuant to this Plan. 11.07 Post-Effective Date Fees and Expenses From and after the Effective Date, the Reorganized Debtor shall, in the ordinary course of business and without the necessity for any approval by the Bankruptcy Court, pay the reasonable fees and expenses of Professional persons thereafter incurred by the Reorganized Debtor, including, without limitation, those fees and expenses incurred in connection with the implementation and consummation of the Plan. 11.08 Payment of Statutory Fees The Reorganized Debtor shall be responsible for timely payment of fees incurred pursuant to 28 U.S.C. 1930(a)(6). After confirmation, the Reorganized Debtor shall file with the Court and serve on the United States Trustee a quarterly financial report regarding all income and disbursements, including all plan payments, for each quarter (or portion thereof) the Case remains open. 11.09 Amendment or Modification of Plan Alterations, amendments or modifications of the Plan may be proposed in writing by the Proponents at any time prior to the Confirmation Date in conformity with section 1127(a) of the Code, provided that the Plan, as altered, amended or modified, satisfies the conditions of sections 1122, 1123 and 1129 of the Code, and the Proponents shall have complied with section 1125 of the Code. The Plan may be altered, amended or modified by the Proponents at any time after the Confirmation Date in conformity with section 1127(b) of the Code, provided that the Plan, as altered, amended or modified, satisfies the requirements of sections 1122 and 1123 of the Code and the Court, after notice and a hearing, confirms the Plan, as altered, amended or modified, under section 1129 of the Code and the circumstances warrant such alterations, amendments or modifications. A holder of a Claim that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim of such holder. Prior to the Effective Date, the Proponents may make appropriate technical adjustments in order to correct typographic errors, internal Plan inconsistencies or other similar modifications to the Plan without further order or approval of the Court. 11.10 Severability In the event that the Court determines, prior to the Confirmation Date, that any provision in the Plan is invalid, void or unenforceable, such provision shall be invalid, void or unenforceable with respect to the holder or holders of such Claims or Equity Interests as to which the provision is determined to be invalid, void or unenforceable. The invalidity, voidness or unenforceability of any such provision shall in no way limit or affect the enforceability and operative effect of any other provision of the Plan. The Court, at the request of the Proponents, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 11.11 Revocation or Withdrawal of the Plan The Proponents reserve the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Proponents revoke or withdraw the Plan prior to the Confirmation Date, then the Plan shall be deemed null and void. In such event, nothing contained herein shall constitute or be deemed a waiver or release of any Claims by or against the Debtor or any other Person, an admission against interests of the Debtor, nor shall it prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor. 11.12 Binding Effect Notices The Plan shall be binding upon and inure to the benefit of the Debtor, the holders of Claims and Equity Interests, and their respective successors and assigns, including, without limitation, the Reorganized Debtor. 11.13 Notices All notices, requests and demands to or upon the Debtor, the Reorganized Debtor or ACH to be effective shall be in writing and, unless otherwise expressly provided in the Plan, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: If to the Debtor: eCom Attention: Barney A. Richmond American Capital Holdings, Inc. 100 Village Square Crossing Suite 202 Palm Beach Gardens, Florida 33410 Facsimile No. (561) 207-6299 With a copy to: Kluger, Peretz, Kaplan & Berlin, P.L. Attention: Michael D. Seese 201 South Biscayne Boulevard 17th Floor Miami, Florida 33131 Counsel for the Debtor If to ACH: Barney A. Richmond American Capital Holdings, Inc. 100 Village Square Crossing Suite 202 Palm Beach Gardens, Florida 33410 Facsimile No. (561) 207-6299 With a copy to: Schiff Hardin LLP Attention: Michael Yetnikoff 6600 Sears Tower Chicago, Illinois 60606 Counsel for American Capital Holdings, Inc. 11.14 Governing Law Except to the extent the Code, Rules or other federal law is applicable, or to the extent the Plan or any agreement entered into pursuant to the Plan provides otherwise, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to the principles of conflicts of law of such jurisdiction. 11.15 Withholding and Reporting Requirements In connection with the consummation of the Plan, the Debtor or the Reorganized Debtor, as the case may be, shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority and all distributions hereunder shall be subject to any such withholding and reporting requirements. 11.16 Section 1125(e) of the Code As of the Confirmation Date, the Proponents shall be deemed to have solicited acceptances of the Plan in good faith and in compliance with the applicable provisions of the Code. As of the Confirmation Date, the Proponents and their respective members, officers, directors, agents, financial advisors, attorneys, employees, equity holders, partners, Affiliates and representatives shall be deemed to have participated in good faith and in compliance with the applicable provisions of the Code in the offer and issuance of the new securities hereunder, and therefore are not, and on account of such offer, issuance and solicitation shall not be, liable at any time for the violation of any applicable law, rule or regulation governing the solicitation of acceptances or rejections hereof or other offer and issuance of new securities under the Plan. 11.17 Filing of Additional Documents On or before substantial consummation of the Plan, the Proponents shall file with the Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. 11.18 No Admissions Notwithstanding anything in the Plan to the contrary, nothing contained in the Plan shall be deemed as an admission by any Person with respect to any matter set forth in the Plan or herein. 11.19 Time In computing any period of time prescribed or allowed by the Plan, unless otherwise set forth herein or determined by the Court, the provisions of Rule 9006 shall apply. 11.20 Substantial Consummation The Plan shall be deemed to be substantially consummated in accordance with section1101 of the Code. 11.21 Post-Confirmation Conversion/Dismissal A creditor or party in interest may bring a motion to convert or dismiss the Case under section 1112(b)(7) of the Code after entry of the Confirmation Order if there is a default in performing the conditions to effectiveness of the Plan. If the Court orders the Case converted to chapter 7 after the entry of the Confirmation Order, this Plan provides that property of the Debtor's estate that have not been disbursed pursuant to the provisions herein will revest in the chapter 7 estate and that the automatic stay will be reimposed upon the revested property to the extent that relief from the stay was not previously authorized by the Court during the pendency of the Case. The Confirmation Order may also be revoked under certain limited circumstances. The Court may revoke the Confirmation Order if and only if such order was procured by fraud and if a party in interest brings a motion to revoke such Confirmation Order within 180 days after the entry of the Confirmation Order. 11.22 Final Decree Once there has been Substantial Consummation of the Plan, the Reorganized Debtor shall file a motion with the Court to obtain a final decree to close the Case. 11.23 Inconsistency In the event of any inconsistency between the Plan and the Disclosure Statement, any Exhibit to the Plan or the Disclosure Statement or any other instrument or document created or executed pursuant to the Plan, the Plan shall govern. In the event of any inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall govern. 11.24 No Interest or Attorneys' Fees Except as otherwise provided under the Plan, or as ordered by the Court, no interest, penalty or other charge, including any late charge, arising from and after the Petition Date, an no award or reimbursement of any attorneys' fees or other related cost or disbursement, shall be allowed on, or in connection with, any Claim, unless otherwise provided under the Plan or awarded by the Court. 11.25 Successors and Assigns This Plan and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 11.26 Headings The headings of articles, paragraphs and sub-paragraphs in this Plan are inserted for convenience only and shall not affect the interpretation of any provision of this Plan. 11.27 No Penalty for Prepayment Neither the Debtor nor the Reorganized Debtor shall be liable for payment of any sum or interest in the form of a penalty relating to the prepayment of any claim treated under this Plan. 11.28 Savings Clause Any minor defect or inconsistency in the Plan may be corrected or amended by the Confirmation Order. 11.29 Remedy of Defects After the Effective Date, the Reorganized Debtor may, with approval of the Court, and so long as it does not materially and adversely affect the interests of Creditors, remedy any defect or omission or reconcile any inconsistencies in the Plan or in the Confirmation Order in such manner as may be necessary to carry out the purposes and effect of the Plan and in form and substance satisfactory to the Reorganized Debtor. ARTICLE XII CONCLUSION The aforesaid provisions shall constitute the Plan of Reorganization of the Debtor. This Plan, when approved and confirmed by the Court, shall be deemed binding on the Debtor, the Reorganized Debtor and all creditors and all parties in interest and their successors and assigns in accordance with section 1141 of the Code. [signatures on next page] DATED: January 3, 2007 eCom eCom.com, Inc. American Capital Holdings, Inc. By: By: Barney A. Richmond Its: Acting CEO I HEREBY CERTIFY that I am admitted to the Bar of the United States District Court for the Southern District of Florida and I am in compliance with the additional qualifications to practice in this Court set forth in Local Rule 2090-1(A). _____________________________________ Michael D. Seese, Esq. FBN 997323 KLUGER PERETZ KAPLAN & BERLIN, P.L. 201 South Biscayne Boulevard 1700 Miami Center Miami, Florida 33131 Telephone: (305) 379-9000 Facsimile: (305) 379-3428 Counsel for Debtor I HEREBY CERTIFY that the undersigned attorney is appearing pro hac vice in this matter pursuant to court order dated August 18, 2006. _____________________________________ Michael Yetnikoff, Esq. (appearing pro hac vice) ________________________ SCHIFF HARDIN LLP 6600 Sears Tower Chicago, Illinois 60606 Telephone: (312) 258-5500 Facsimile: (312) 258-5600 Counsel for American Capital Holdings, Inc EXHIBIT A eCom eCom.com United States Southern District of Florida Bankruptcy Court In re: Case No. 04-35435-BKC-SHF Chapter 11 Reorganization Plan Creditor Payout Schedule as of December 6, 2006 Amount Payment Common Name of Type of Disputed/ of Cash % of Shares Share Creditor Claim Non-Disp. Claim Pmt. Claim Payment Price Comments - ---------- -------- -------- -------- ---- ----- --------- ----- -------------- Richard C. Unsecured $ $ Turner Priority Non-Disp. 4,650 - 100% 178,846 .026 Agreed to Equity Richard C. Turner Unsecured Non-Disp. 135,583 - 100% 5,214,733 .026 Agreed to Equity American Capital Holdings Inc. - DIP Financing (1)&(2] Unsecured Non-Disp. 100,000 - 100% 3,846,154 .026 Agreed To Equity American Capital Holdings, Inc. Proof of Claim (1) & (2) Unsecured Non-Disp. 505,289 - 100% 19,434,227 .026 Agreed To Equity Barney A. Richmond Unsecured Non-Disp. 30,000 - 100% 1,153,846 .026 Agreed To Equity Claim paid by Wieseneck, American Capital Andres&Co Unsecured Non-Disp. 13,386 - 100% 514,856 .026 Agreed To Equity Claim Paid by Sherry Cherrix MT Wice Unsecured Non-Disp. 1,576 - 100% 60,603 .026 Agreed To Equity Net Gain Claim paid by Associates, Sherry Cherrix Inc. Unsecured Non-Disp. 3,000 - 100% 115,385 .026 Agreed To Equity to be paid cash upon confirmation PhastNet Unsecured Non-Disp. 1,020 1,020 100% - of the plan. Claim Paid by ADP Investor Sherry Cherrix Commnctns Unsecured Non-Disp. 5,478 - 100% 210,699 .026 Agreed To Equity Claim Paid by Sherry Cherrix Al Edison Unsecured Non-Disp. 5,713 - 100% 219,712 .026 Agreed To Equity - (continued) - Amount Payment Common Name of Type of Disputed/ of Cash % of Shares Share Creditor Claim Non-Disp. Claim Pmt. Claim Payment Price Comments - ---------- -------- -------- -------- ---- ----- --------- ----- -------------- Claim Paid by Sherry Cherrix AT&T Unsecured Non-Disp. 4,752 - 100% 182,779 .026 Agreed To Equity to be paid cash Bell upon confirmation South Unsecured Non-Disp. 1,483 1,483 100% - of the plan. Grant & Claim Paid by Leatherwood, Sherry Cherrix P.A. Unsecured Non-Disp. 4,242 - 100% 163,147 .026 Agreed To Equity Internet Former President Security Disputed Solutions, No Proof of Inc. Unsecured Disputed 64,175 0.00 Disallowed 0 Claim Filed David and Barbara Panaia Unsecured Agreed 395,640 N/A N/A 7,500,000 Claim Settled Claim Paid by MeVis Technology Sherry Cherrix GmbH & Co Unsecured Non-Disp. 7,750 - 100% 298,077 .026 Agreed To Equity ------- ----------- $2,503 39,093,064 Existing eCom Shareholder Schedule(See Attached) 49,955,112 ---------- New Common Shares Outstanding(Post Confirmation) 89,048,176 ========== (1) Based on last five (5) day Trading Price per DIP Financing Agreement - ending 7/3/06 (2) All American Capital Shares to be distributed pro-rata to its shareholder base on Plan Confirmation EXHIBIT "B" eCom eCom.com, Inc. Budget Projections For the Fiscal Years Ending May 31,2007 and 2008 Total 2 year May 31,2007 May 31,2008 Budget --------- ---------- ---------- Corporate Fiiing Fees $ 150 $ 150 $ 300 Transfer Agent Fees 2,400 2,400 4,800 Insurance 800 900 1,700 Office Expenses 4,800 5,040 9,840 Outside Auditor Fees 17,500 18,400 35,900 Postage and Delivery 4,000 4,200 8,200 Administrative Overhead 25,000 26,250 51,250 Trustee Fees 2,000 - 2,000 Reserve for Contingencies 7,500 7,500 15,000 --------- ---------- ---------- $ 64,150 $ 64,840 $ 128,990 ========= ========== ========== ECOM ECOM.COM, INC. Pro Forma Balance Sheets (Unaudited) Pre-Confirmation Post Confirmation ASSETS Current Assets Cash and cash equivalents $ 150 $ 129,000 Due from affiliated companies - - Prepaid expenses - - ---------- ---------- Total Current Assets 150 129,000 Property and Equipment, net 110 110 Other Assets Other Assets - - ---------- ---------- Total Other Assets - - ---------- ---------- Total Assets $ 260 $ 129,110 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 94,189 $ - Accrued expenses 44,000 - Current portion of long-term debt 685,383 - Interest accrued on current portion 39,029 - ---------- ---------- Total Current Liabilities 862,601 - Notes Payable, Net of Current Portion - - ---------- ---------- Total Liabilities 862,601 - Stockholders' Equity Common stock, $.0001 par value, 200 million shares authorized, 49,955,112 and 86,509,714 shares issued and outstanding 4,995 8,651 Paid-in capital 6,569,537 7,557,332 Accumulated deficit (7,436,873) (7,436,873) ---------- ---------- Total Stockholders' Deficit (862,341) 129,110 ---------- ---------- Total Liabilities and Stockholders' $ 260 $ 129,110 ========== ========== notes: Shares outstanding post confirmation includes the preconfirmation shares of 49,955,112 plus the creditor payout shares of 31,593,064 plus new shares issued for the $129,000 post confirmation financing of 4,961,538 for a total of 86,509,714 common shares. EX-99 3 exhib992.txt EXHIBIT 99.2 FIRST AMENDED DISCLOSURE STATEMENT IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION In re: eCOM eCOM.COM, INC., Debtor. Chapter 11 Case No. 04-35435-BKC-SHF FIRST AMENDED DISCLOSURE STATEMENT FOR FIRST AMENDED JOINT PLAN OF REORGANIZATION OF DEBTOR AND AMERICAN CAPITAL HOLDINGS, INC. KLUGER, PERETZ, KAPLAN & BERLIN, P.L. Michael D. Seese 201 South Biscayne Boulevard 17th Floor Miami, Florida 33131 Telephone: (305) 379-9000 Facsimile: (305) 379-3428 Counsel for Debtor - and - SCHIFF HARDIN LLP Michael Yetnikoff 6600 Sears Tower Chicago, Illinois 60606 Telephone: (312) 258-5500 Facsimile: (312) 258-5600 Counsel for American Capital Holdings, Inc. Dated: January 3, 2007 DISCLAIMER: THE INFORMATION CONTAINED IN THIS FIRST AMENDED DISCLOSURE STATEMENT (THE "DISCLOSURE STATEMENT") AND EXHIBITS HERETO RELATES TO THE DEBTOR'S FIRST AMENDED PLAN OF REORGANIZATION (AS IT MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, THE "PLAN"), AND MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON SUCH PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN. ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. SUMMARIES OF THE PLAN AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, OTHER EXHIBITS ANNEXED OR REFERRED TO HEREIN AND IN THE PLAN. THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH 11 U.S.C. 1125 AND RULE 3016(c) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE (THE "BANKRUPTCY RULES") AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER LAWS GOVERNING DISCLOSURE OUTSIDE THE CONTEXT OF THE BANKRUPTCY CODE. NEITHER THE SECURITIES TO BE DISTRIBUTED NOR THIS DISCLOSURE STATEMENT HAS BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC APPROVED OR DISAPPROVED OF THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT AND APPENDICES HERETO WILL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION, OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THIS DISCLOSURE STATEMENT WILL NOT BE ADMISSIBLE IN ANY NONBANKRUPTCY PROCEEDING NOR WILL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN THE DEBTOR. NO PARTY IS AUTHORIZED TO PROVIDE TO ANY OTHER PARTY ANY INFORMATION CONCERNING THE PLAN OTHER THAN THE CONTENTS OF THIS DISCLOSURE STATEMENT. THE DEBTOR HAS NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THE DEBTOR'S OR THE VALUE OF ITS PROPERTY OTHER THAN THOSE SET FORTH IN THIS DISCLOSURE STATEMENT. HOLDERS OF CLAIMS AND EQUITY INTERESTS SHOULD NOT RELY ON ANY INFORMATION, REPRESENTATIONS OR INDUCEMENTS MADE TO OBTAIN YOUR ACCEPTANCE OF THE PLAN THAT ARE OTHER THAN, OR INCONSISTENT WITH, THE INFORMATION CONTAINED HEREIN AND IN THE PLAN. CERTAIN OF THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE FORWARD-LOOKING PROJECTIONS AND FORECASTS BASED UPON CERTAIN ESTIMATES AND ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE PROJECTIONS AND FORECASTS SET FORTH HEREIN. NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT, EXPRESS OR IMPLIED, IS INTENDED TO GIVE RISE TO ANY COMMITMENT OR OBLIGATION OF THE DEBTOR OR WILL CONFER UPON ANY PERSON ANY RIGHTS, BENEFITS OR REMEDIES OF ANY NATURE WHATSOEVER. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF. NEITHER THE DELIVERY OF THIS DISCLOSURE STATEMENT NOR THE CONFIRMATION OF THE PLAN WILL CREATE ANY IMPLICATION, UNDER ANY CIRCUMSTANCES, THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS CORRECT AT ANY TIME AFTER THE DATE HEREOF OR THAT THE DEBTOR WILL BE UNDER ANY OBLIGATION TO UPDATE SUCH INFORMATION IN THE FUTURE. ANY PROJECTIONS PROVIDED IN THIS DISCLOSURE STATEMENT HAVE BEEN PREPARED BY THE DEBTOR'S MANAGEMENT. ANY PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE AT THE TIME THEY WERE MADE, MAY NOT BE ACHIEVED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTOR'S CONTROL. THE DEBTOR CAUTIONS THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESE PROJECTIONS OR TO THE DEBTOR'S ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANC E OF THE ACTUAL RESULTS THAT WILL OCCUR. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ARTICLE I. INTRODUCTION eCom eCom.com, Inc. ("eCom" or the "Debtor"), debtor in possession in this Chapter 11 Case, and American Capital Holdings, Inc. ("ACH") submit this Disclosure Statement pursuant to section 1125 of the Code to holders of Claims against and Equity Interests in the Debtor in connection with (i) the solicitation of acceptances of the First Amended Joint Plan of Reorganization of Debtor and ACH (as amended, supplemented or otherwise modified, the "Plan"), filed by the Debtor and ACH with the United States Bankruptcy Court for the Southern District of Florida, West Palm Beach Division (the "Court") and (ii) the hearing to consider confirmation of the Plan (the "Confirmation Hearing") scheduled for March 12, 2007 at 1:30 p.m. (Eastern Time). Unless otherwise defined herein, all capitalized terms contained herein have the meanings ascribed to them in the Plan. A. General On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 of the Code (the "Petition Date"). On May 16, 2005, the Court entered an order for relief under Chapter 11. Since that time, the Debtor has continued in the possession of its assets and in the management of its business as a debtor in possession pursuant to sections 1107 and 1108 of the Code. Chapter 11 is the principal business reorganization chapter of the Code. Under Chapter 11, a debtor is authorized to reorganize its business for the benefit of itself, its creditors and equity interest holders. In addition to permitting rehabilitation of a debtor, another goal of chapter 11 is to promote equality of treatment for similarly situated creditors and similarly situated equity interest holders with respect to the distribution of a debtor's assets. The commencement of a chapter 11 case creates an estate that is comprised of all of the legal and equitable interests of the debtor as of the filing date. The Code provides that the debtor may continue to operate its business and remain in possession of its property as a "debtor in possession". The consummation of a plan of reorganization is the principal objective of a chapter 11 reorganization case. A plan of reorganization sets forth the terms for satisfying claims against and equity interests in a debtor. Upon confirmation of a plan of reorganization, the plan is binding upon a debtor, any issuer of securities under the plan, any person acquiring property under the plan and any creditor or equity interest holder of a debtor. Subject to certain limited exceptions, the confirmation order discharges a debtor from any debts that arose prior to the date of confirmation of the plan and substitutes the obligations specified under the confirmed plan. After a plan of reorganization has been filed, holders of certain claims against or equity interests in a debtor are permitted to vote to accept or reject the plan. Before soliciting acceptances of the proposed plan, however, section 1125 of the Code requires a debtor to prepare a disclosure statement in accordance with, and containing adequate information as defined in, section 1125 of the Code. The Plan will be funded entirely by New Funding consisting of a loan to the Reorganized Debtor by ACH, which will be used to fund all obligations under the Plan. The projected sources and uses of the New Funding are set forth in Exhibit B to the Plan. New Common Stock shall be issued as set forth in Exhibit A to the Plan to certain holders of Allowed Unsecured Claims and to ACH in full satisfaction of the DIP Financing. Except as otherwise provided in the Plan, on the Effective Date of the Plan, all Assets of the Debtor shall vest in the Reorganized Debtor. The Reorganized Debtor shall assume all of the Debtor's rights, obligations and liabilities under the Plan. B. Disclosure Statement Overview Attached as exhibits to this Disclosure Statement are copies of the following: * Exhibit A - Disclosure Statement Order * Exhibit B - Three-Year Trading Price of eCom Common Stock In addition, a Ballot for the acceptance or rejection of the Plan is enclosed with the Disclosure Statement submitted to the holders of Claims and Equity Interests that the Debtor believes are entitled to vote to accept or reject the Plan. On December 26, 2006, after notice and a hearing, the Court entered an order approving this Disclosure Statement as containing adequate information of a kind and in sufficient detail to enable hypothetical, reasonable investors typical of the Debtor's creditors and holders of equity interests to make an informed judgment whether to accept or reject the Plan, and establishing certain procedures with respect to the solicitation of votes to accept or reject the Plan (the "Disclosure Statement Order"). A copy of the Disclosure Statement Order is being delivered with this Disclosure Statement. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN. The Disclosure Statement Order sets forth in detail the deadlines, procedures and instructions for voting to accept or reject the Plan and for filing objections to confirmation of the Plan, the record date for voting purposes, and the applicable standards for tabulating Ballots. In addition, detailed voting instructions accompany each Ballot. Each holder of a Claim or Equity Interest entitled to vote on the Plan should read the Disclosure Statement, the Plan, the Disclosure Statement Order and the instructions accompanying the Ballots in their entirety before voting on the Plan. These documents contain, among other things, important information concerning the classification of Claims and Equity Interests for voting purposes and the tabulation of votes. No solicitation of votes to accept the Plan may be made except pursuant to section 1125 of the Code. C. Holders of Claims and Equity Interests Entitled to Vote Pursuant to the Code, only holders of Allowed Claims or Equity Interests in Classes of Claims or Equity Interests that are Impaired within the meaning of section 1124 of the Code ("Impaired") that are entitled to receive Distributions under the Plan, are entitled to vote to accept or reject such Plan. Classes of Claims or Equity Interests in which the holders of such Claims or Equity Interests are not Impaired under the Plan are deemed to have accepted the Plan and are not entitled to vote to accept or reject the Plan. Under the Plan, holders of holders of Class 1 Claims and Class 2 Claims are not Impaired and are not entitled to vote on the Plan. Holders of Claims in Classes 3A and 3B are Impaired and are entitled to vote on the Plan. Holders of Class 4 Equity Interests are Impaired and are entitled to vote on the Plan. D. Voting Procedures If you are entitled to vote to accept or reject the Plan, a Ballot is enclosed for the purpose of voting on the Plan. If you hold Claims in more than one Class and you are entitled to vote Claims in more than one Class, you may receive separate Ballots which must be used for each separate Class of Claims. By order dated December 28, 2006 the Bankruptcy Court established January 4, 2007 as the Shareholder Record Date, which is the date on which the registered and beneficial owners of shares of common stock in the Debtor shall be identified for purposes of voting on the Plan. Please vote and return your Ballot(s) to (unless otherwise provided in the Disclosure Statement Order or if you are a beneficial owner of common stock in the Debtor (in which case, you should return your Ballot to the Beneficial Agent from whom you received the Ballot): IF BY MAIL OR HAND OR OVERNIGHT DELIVERY: Office of the Clerk of the Court United States Bankruptcy Court 51 S.W. First Avenue, Room 1517 Miami, Florida 33131 DO NOT RETURN YOUR NOTES OR SECURITIES WITH YOUR BALLOT. TO BE COUNTED, YOUR BALLOT INDICATING ACCEPTANCE OR REJECTION OF THE PLAN MUST BE RECEIVED NO LATER THAN 5:00 P.M., EASTERN TIME, ON THE BALLOT DEADLINE. ANY EXECUTED BALLOT RECEIVED THAT DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN SHALL BE DEEMED TO CONSTITUTE AN ACCEPTANCE OF THE PLAN. Any Claim in an Impaired Class as to which an objection or request for estimation is pending or which is scheduled by the Debtor as unliquidated, disputed or contingent is not entitled to vote unless the holder of such Claim has obtained an order of the Court temporarily allowing such Claim for the purpose of voting on the Plan. The Court entered an order setting the Ballot Deadline as the deadline for voting on the Plan. Accordingly, only holders of record as of the Ballot Deadline that are otherwise entitled to vote under the Plan will receive a Ballot and may vote on the Plan. If you are a holder of a Claim entitled to vote on the Plan and did not receive a Ballot, received a damaged Ballot or lost your Ballot, or if you have any questions concerning the Disclosure Statement, the Plan or the procedures for voting on the Plan, please contact counsel for the Proponents at the addresses or phone numbers listed in Article V. E. Vote Required for Acceptance; Best Interests; Binding Effect The Code defines acceptance of a plan by an impaired class of claims as acceptance by holders of at least two-thirds in dollar amount, and more than one-half in number, of the claims of that class which actually cast ballots. The Code defines acceptance of a plan by an impaired class of equity interests as acceptance by holders of at least two-thirds in amount of the equity interests of that class that actually cast ballots. The vote of a holder of a claim or equity interest may be disregarded if the bankruptcy court determines, after notice and a hearing, that the acceptance or rejection was not solicited or procured in good faith. In addition, section 1129 of the Code requires that a plan of reorganization be accepted by each holder of a claim or equity interest in an Impaired class or that the plan be found by the court to provide the holder with at least as much value on account of the claim or interest as it would receive if the debtor were liquidated under chapter 7 of the Code. Confirmation of the Plan will make the Plan binding upon the Debtor, holders of Claims against and Equity Interests in the Debtor, and other parties in interest regardless of whether they have accepted the Plan, and such holders of Claims and/or Equity Interests will be prohibited from receiving payment from, or seeking recourse against, the Reorganized Debtor or any assets that are distributed to other holders of Claims and/or Equity Interests under the Plan. In addition, confirmation of the Plan will enjoin creditors and equity interest holders from taking a wide variety of actions on account of a debt, claim, liability, interest or right that arose prior to the Confirmation Date. As of the Effective Date of the Plan, confirmation will also operate as a discharge of all Claims against, and Equity Interests in, the Debtor, to the fullest extent authorized by section 1141(d) of the Code. F. Confirmation Hearing Pursuant to section 1128 of the Code, the Confirmation Hearing will be held on March 12, 2007 at 1:30 p.m. (Eastern Time), before The Honorable Steven H. Friedman, United States Bankruptcy Judge, United States Bankruptcy Court, Southern District of Florida, West Palm Beach Division, 1515 North Flagler Drive, Room 801, Courtroom B, West Palm Beach, Florida 33401. The Court has directed that objections, if any, to confirmation of the Plan be served and filed so that they are received on or before March 2, 2007 in accordance with the Disclosure Statement Order. The Confirmation Hearing may be adjourned from time to time by the Court without further notice except for the announcement of the adjournment date made at the Confirmation Hearing or any adjourned Confirmation Hearing. G. Effective Date The Plan may not be consummated immediately upon confirmation, but only upon the Effective Date. The Effective Date will not occur unless various conditions to confirmation and consummation are satisfied (or waived pursuant to, and in accordance with, the terms of the Plan). The Confirmation Order may be vacated if the conditions to the Effective Date are not timely met or waived. Because of the conditions to the Effective Date provided in the Plan, a delay may occur between confirmation of the Plan and the Effective Date. There is no assurance that the conditions to the Effective Date will be fulfilled, or that any condition that is not fulfilled will be waived. ARTICLE II. OVERVIEW OF DISTRIBUTIONS UNDER THE PLAN The following briefly summarizes the classification and treatment of Claims and Equity Interests under the Plan. This table is only a summary of the classification and treatment of Claims and Equity Interests under the Plan. Reference should be made to the entire Disclosure Statement and the Plan for a complete description of the classification and treatment of Claims and Equity Interests. Type of Claim or Equity Estimated Estimated Class Interest Amounts Treatment Recovery - ----- ------------- ---------- -------------------------------------- ---------- 1 Allowed Other See Plan Not Impaired. Each holder of an 100% Priority Claims Exhibit A Allowed Other Priority Claim shall receive, in full satisfaction, release and exchange for such Claim, Cash in an amount equal to the Allowed Amount of such Class 1 Claim in accordance with section 1129(a)(9) of the Code commencing on the later of the Effective Date and the date such Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable. 2 Allowed None Not Impaired. Each holder of an 100% Secured Claims Allowed Secured Claim shall receive, in full satisfaction, release and exchange for such Claim, (i)_Cash in the Allowed Amount of such Class 2 Claim, or (ii) the Debtor shall abandon the Collateral securing such Allowed Secured Claim, on the later of the Effective Date, or the date such Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable. To the extent that any holder of such Secured Claim believes it possesses an unsecured deficiency claim within the meaning of section 506 of the Code, such holder must request a determination as to the amount of such deficiency claim prior to the commencement of the first scheduled Confirmation Hearing, or such claim will be extinguished and forever barred. The Debtor is not aware of any Secured Claims. 3A Allowed See Plan Impaired. Subject to the terms of 100% in Unsecured Exhibit A Section 5.04(a) of the Plan, each Cash or Claims holder of an Allowed Unsecured Claim New shall receive, pursuant to the Class Common 3A Election, in full satisfaction, Stock release and exchange for such Claim, either (a) Cash in an amount equal to the Allowed Amount of such Unsecured Claim, or (b) New Common Stock of the Reorganized Debtor valued at $0.026 per share, of a value equal to the Allowed Amount of such Unsecured Claim, on the later of (i) the Effective Date, or (ii) the date such Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable. Exhibit A to the Plan sets forth the number of shares of New Common Stock expected to be issued under the Plan to holders of Claims in Classes 3A and 3B, and in repayment of the DIP Financing. The Class 3A Election shall be made on the Ballot. Holders of Class 3 Claims which do not indicate an election on the Ballot shall be deemed to have chosen to receive New Common Stock and not Cash. 3B Allowed Insider See Plan Impaired. Following full satisfaction 100% Unsecured Exhibit A of the Allowed Class 3A Claims in New Claims (either in Cash or New Common Stock, Common pursuant to the Class 3A Election), each Stock holder of an Allowed Insider Unsecured Claim shall receive, in full satisfaction, release and exchange of such Claim, shares of New Common Stock of the Reorganized Debtor, valued at $0.026 per share, of a value equal to the Allowed Amount of such Claim, on the later of (i) the Effective Date, and (ii) the date such Claim becomes an Allowed Insider Unsecured Claim, or as soon thereafter as is reasonably practicable thereafter. Exhibit A to the Plan sets forth the number of shares of New Common Stock expected to be issued to holders of Claims in Classes 3A and 3B, and in repayment of the DIP Financing. 4 Allowed Equity See Plan Impaired. The holders of Allowed Retention Interests Exhibit A Equity Interests shall be entitled to of Equity retain their Equity Interests in the Interests Reorganized Debtor, subject to the issuance of the New Common Stock of the Reorganized Debtor pursuant to section 8.03 of the Plan. Other than retaining their Equity Interests in the Debtor, the holders of Allowed Class 4 Equity Interests shall not be entitled to receive any Distribution under the Plan on account of such Equity Interests. Exhibit A to the Plan sets forth the number of shares of New Common Stock to be issued under the Plan to holders of Claims in Classes 3A and 3B, and in repayment of the DIP Financing. To the extent Class 4 Interests reject the Plan, the Plan may be confirmed under section 1129(b) of the Code pursuant to section 5.02 of the Plan. ARTICLE III. GENERAL INFORMATION A. Description and History Of The Debtor 1. Organizational Structure and Background of the Debtor The Debtor is a Florida corporation with its principal place of business located in Palm Beach Gardens, Florida. The Debtor has one class of stock which is Common stock with a par value of $0.0001. There are 300,000,000 shares authorized and 49,955,112 shares outstanding. The shareholders of the Debtor who own more than five (5) percent or more of the voting securities and the percentage of stock owned by each are as follows: Name and Address Number of Shares Owned % of Shares Outstanding - -------------------- ------------------------ -------------------------- David J. Panaia Family 8,187,459 16.39% (1)Palm Beach Gardens, FL (1) David J. Panaia, a former officer and director of the Debtor (now deceased), was the beneficial owner of 400,000 shares held in the name of the Panaia Family Trust and 41,500 shares held in the name of Barbara Panaia, wife of decedent Richard C. Turner 4,617,400 9.24% Palm Beach Gardens, FL 2. History of eCom The Debtor's business was incorporated in the State of Florida on June 14, 1994. Since the Debtor's inception, its business operations include research, feasibility studies, development of business plans and operating procedures, acquisition analysis, raising of capital, promotion, identification of key executives and administrative functions. On January 5, 1996, the Debtor expanded by acquiring the assets of Performance Paintball Products, Inc. of Riviera Beach, Florida in exchange for a note in the amount of $101,295.00. The assets consisted of inventory, property and equipment necessary to conduct the business of producing the Viper M1 paintball marker and related accessories. Included in the purchase were exclusive rights to use of the Viper name and related technology. The Viper marketing program, including use of internet web sites, publication of articles in leading paint ball industry magazines, demonstrations at trade shows, distribution of manuals, brochures and other marketing materials to dealers and establishment of a telemarketing department, created a demand for the Viper M1 marker that resulted in a backlog of orders. Expansion of the Internet web site for the USA SportsNet business unit and testing of the Saf-T- Net software bundle continued. On November 21, 1996, the Debtor's initial public offering of common stock for up to $9,000,000 became effective. The offering consisted of 30,000 units of common stock at $300 per unit, each unit consisting of 50 shares. In 1999, eCom reached record trading volume and a historical high share price of $21.50, with a resulting market capitalization of around $250 million. However, since it peak in 1999, eCom has been in a state of steady decline. When eCom was unable to pay its auditors, eCom was unable to keep its Securities and Exchange Commission ("SEC") filings current. Presently, eCom is thinly traded on the Pink Sheets, with a 52-week high of $0.23, and an ask price of 0.015 cents per share as of July 24, 2006. eCom's market capitalization has shrunk to less than $500,000, which, without a qualified reorganization plan, could easily shrink further, as eCom has a negative net worth. A chart of the three-year trading prices of eCom's common stock is attached hereto as Exhibit B. 3. Debtor's Effort to Refocus and Redirect its Assets The Debtor's Annual Report on Form 10-K for the period ending May 31, 2003 disclosed the Debtor's redirection of its business assets to focus on only three of its current business segments. Management opined that the businesses that would realize the greatest yield for the Debtor were: * USA SportsNet Company, Palm Beach Gardens, Florida Product Line: e- Commerce business through Internet auction, sale and swapping of sports memorabilia. * USA Performance Products, Inc., Riviera Beach, Florida Product Line: Manufactures and distribution of the Viper M1 paintball gun line. An M16 look alike gun which fires in all weather and is made entirely in the USA. * MyZipSoft, Inc., Palm Beach Gardens, Florida Product Line: Development and distribution of software. Its first product is a high-compression software called MyPhotoZip (TM). The Debtor's strategy was refocused to provide an affordable, user- friendly technological platform and professional resources to facilitate web business development. All other operations of the Debtor were placed on hold indefinitely. The Debtor also announced its intent to spin-off all ten (10) of its subsidiaries: USA SportsNet, Inc., USA Performance Products, Inc., eSecureSoft Corp., USAS Digital, Inc., Pro Card Corporation, AAB National Company, A Classified Ad, Inc., Swap and Shop.net Corp., A Super Deal.com, Inc. and MyZipSoft, Inc., since the Debtor did not have the financial resources necessary to develop all of its ten (10) business units collectively. On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with American Capital Holdings, Inc. The record date for the spin-off of USA SportsNet, Inc. (later renamed American Capital Holdings, Inc.) from the Debtor was January 5, 2004. The record date for the second spinoff, MyZipSoft, Inc. was February 23, 2004. On March 2, 2004, the Board of Directors of eCom eCom.com, Inc. approved the spinoff of USA Performance Products, Inc. and the remaining seven (7) spinoff companies in which the Board of Directors voted to issue to their shareholders one (1) share of the company for every one (1) share of eCom eCom.com, Inc. owned with a record date to be announced. B. The Events Precipitating the Bankruptcy In a press release published by the Chairman of eCom eCom.com, Inc., David J. Panaia, on March 29, 2004, the Debtor announced Barney A. Richmond had been appointed President of eCom for the purpose of spinning off ten (10) of the Debtor's wholly owned subsidiaries. On May 24, 2004, ACH (f/k/a USA SportsNet, Inc.) filed a Form 10-SB with the SEC. On July 27, 2004 American Capital's Form 10SB became effective by the SEC. On June 4, 2004, the Board of Directors of the Debtor passed a corporate resolution to spinoff the remaining subsidiaries of eCom eCom.com, Inc. and authorized whatever action necessary to complete this process including acquisitions and mergers. The corporate resolution was signed by David J. Panaia (Chairman, CEO and Secretary), Richard C. Turner (Director and Treasurer) and Barney A. Richmond (Director and President). The motion in the above described June 4, 2004 board resolution included the instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer (FAST) to the proper entities when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. However, eCom was not able to pay FAST the amounts required to send out the stock certificates to the shareholders, and accordingly, the shares were not issued as stated. ACH was inundated with hundreds and hundreds of telephone calls from eCom shareholders, requesting delivery of their promised spin-off shares. Numerous shareholders demanded delivery of their promised share certificates and others threatened legal action against eCom. In order to comply with General Accepted Accounting Principles with respect to ACH's audits, Mr. Panaia had previously agreed to sign promissory notes for the loans provided by American Capital as soon as all parties could determine the exact amounts of the then forthcoming invoices (whose amounts were unknown until received) by the SEC qualified accounting firm, Wieseneck & Andres, P.A. When these accounting invoices and other expense invoices were received in early August 2004, Mr. Panaia refused to return telephone calls, sign accounting confirmation requests from ACH accountants, or sign the necessary promissory notes. ACH's numerous attempts to have Mr. Pania execute the aforementioned promissory notes proved unsuccessful. On November 16, 2004, an additional letter was sent to Mr. Panaia, requesting the execution of the promissory notes and the additional information needed for the completion of the ACH audits for the SEC filings. These confirmation letters and further information needed to complete the financial audits went unanswered by Mr. Panaia. eCom failed to file a current report on Form 8-K disclosing eCom's de-listing from the OTCBB. Due to the above described dilemma resulting from Mr. Panaia's refusal to address the monies advanced by ACH to eCom, on November 22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. Mr. Panaia failed to file a current report on Form 8-K disclosing Mr. Richmond's resignation. Being there were no other options available to eCom's creditors and its shareholders, on November 29, 2004, an involuntary bankruptcy petition was filed against eCom. C. The Involuntary Petition On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 of Title 11 of the United States Code. Thereafter, eCom requested three (3) extensions to reply to the involuntary petition due to Mr. Panaia's health-related issues. With consideration to Mr. Panaia's declining health, all of the petitioning creditors voluntarily consented to these extensions. ARTICLE IV. EVENTS DURING THE CHAPTER 11 CASE A. Bankruptcy Events At a status conference conducted by the Court on or about May 16, 2005, the Court, for the first time, learned that eCom was not represented by bankruptcy counsel. Consequently, the Court entered the Order for Relief and issued an order to show cause as to why the Case should not be dismissed. The Court scheduled a status conference for June 6, 2005 and directed the Debtor to obtain counsel. On June 3, 2005, eCom retained the legal services of Kluger, Peretz, Kaplan & Berlin, P.L. ("KPKB") as bankruptcy counsel. In this regard, eCom filed (i) an application to retain KPKB, and (ii) requests to (x) borrow debtor- in-possession financing from ACH in the amount of $100,000.00, (y) appoint Barney A. Richmond as acting chief executive officer, and (z) provide electronic service to shareholders vie eCom's web site and to use Executive Mail Service to afford notice of the Case, the Bar Date, and the order authorizing the debtor to provide electronic service on shareholders. All of the foregoing requests were granted by the Court at hearing on June 6, 2005. B. Other Post-Petition Events On January 24, 2005, the Debtor was delisted from trading on the OTC Bulletin Board and began trading on the pink sheets for failing to file the Debtor's November 30, 2004 quarterly report. This delisting occurred because the Debtor's auditors had not been paid. Therefore, in accordance with the auditor independence provision in Sarbanes-Oxley Act of 2002 and AICPA Code of Professional Conduct, the auditors could not be deemed independent. Additionally, ACH has been forced to continue financial assistance steps on behalf of the Debtor to bring the Debtor and the spun-off subsidiaries current with their SEC qualified accountants, other creditors and to pay a certain portion of credit card debts loaned to the Debtor by its former employee, Richard Turner. In order to protect its investment in eCom, ACH and current management of eCom proceeded with a plan to recapture the lost shareholder value of eCom. Undertaking this endeavor, the management of ACH and eCom's directors, Barney A. Richmond and Richard Turner, realized that the CEO of eCom, David J. Panaia, had not abided by what he originally set forth in the press releases regarding the previously announced spin-off plan. It was then determined by many of the shareholders that eCom was more than in financial turmoil and that Mr. Panaia did not have the resources to complete which he had publicly stated. During the period from late December 2004 thru mid-March 2005, ACH and the petitioning creditors sympathized with the declining health of eCom's CEO, David J. Panaia. The petitioning creditors were forced to incur considerable additional costs to honor what was promised to eCom's shareholders by the former management. These costs included expenses to bring all of the spin-off companies current with their SEC filings, federal tax returns, state income tax returns, state filing fees, accounting expenses, SEC auditing expenses, legal, administrative and other business related expenses. This endeavor included the preparation of (a) thirty (30) Form 10-QSBs; (b); ten (10) Form 10-Ks; ten (10) Form 10-SB Registration Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten (10) applications for the required SEC EDGAR CIK Numbers; and (f) ten (10) Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally, there has been a tremendous administrative effort in bringing all the spin-off companies current with respect to public company reporting requirements, including the Sarbanes-Oxley Act. On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J. Panaia, died from health complications. The former president and director of eCom, Richard C. Turner, is acting as treasurer for eCom, without compensation. By order of the Court, Barney A. Richmond, was appointed as the Debtor's acting chief executive officer without compensation. It is expected that both Mr. Richmond and Mr. Turner will remain with the Debtor, without compensation, until the proposed reorganization plans are confirmed. The issuance of share certificates of the spun off Subsidiaries were sent via certified mail on June 2, 2005 to the shareholders of record as of May 31, 2005. eCom filed current reports on Form 8-K on May 31, 2005 and disclosing same on June 2, 2005. On behalf of eCom, ACH filed the requisite filings ACH believed were necessary to bring eCom within SEC compliance. At the request of the SEC, the Forms 10-SB filed for the spun-off Subsidiaries were subsequently withdrawn. On August 4, 2005, the Court entered the Notification Order providing, among other things, for service of notice of the hearing on this Disclosure Statement to all shareholders. This Plan provides a mechanism through which Claims may be classified and treated and which will enable eCom to emerge from these Chapter 11 proceedings, with shareholders retaining their equity interests in the Debtor, subject to the issuance of New Common Stock as set forth in Exhibit A to the Plan. Public reports filed with the SEC on behalf of the Debtor may be found at www.sec.gov, and may be obtained for free at that website. Information about the common stock of the Debtor, including trading prices of eCom's common stock, may be obtained at the Debtor's website, ecomecom.net, also at no charge. Attached hereto as Exhibit B is a chart showing the three-year trading prices of the Debtor's common stock. Finally, David Panaia's surviving spouse, Barbara Panaia, filed a Motion for Leave to Allow a Late Filed Claim, Enlargement of Time to Object to Plan and/or File Ballot and Objection to Confirmation (the "Motion"). The Motion was filed primarily to allow a late-filed claim in the amount of $395,640.00 (the "Panaia Claim"). The Plan Proponents objected to the Motion. If allowed, the Reorganized Debtor would be obligated to issue approximately 15.2 Million shares of New Common Stock on account of the Panaia Claim. However, the Plan Proponents and Barbara Panaia have negotiated an agreement pursuant to which 7.5 Million shares of New Common Stock (a conversion based on 50% of the claim) shall be distributed to the holder of the Panaia Claim and the remaining portion of the Panaia Claim shall be subordinated to Allowed Class 3 and Class 4 Claims and no further distributions shall be made on account of the Panaia Claim under the Plan. The Plan Proponents intend to seek approval of the proposed forgeoing compromise at the Confirmation Hearing. The Debtor shall be filing a motion to approve the compromise pursuant to Rule 9019 of the Bankruptcy Rules. ARTICLE V. THE PLAN OF REORGANIZATION Upon confirmation of the Plan, and in accordance with the Confirmation Order, the Debtor or Reorganized Debtor, as the case may be, will be authorized to take all necessary steps, and perform all necessary acts, to consummate the terms and conditions of the Plan. In addition to the provisions set forth elsewhere in the Plan, the following shall constitute the means for implementation of the Plan. THE PLAN IS AN INTEGRAL PART OF THIS DISCLOSURE STATEMENT. THE SUMMARY OF THE PLAN SET FORTH BELOW IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE PLAN. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THE PLAN AND THE SUMMARY CONTAINED HEREIN, THE TERMS OF THE PLAN WILL GOVERN. C. Summary of the Plan 1. Treatment of Claims and Equity Interests See Article II hereof for a summary of the treatment of Claims and Equity Interests under the Plan. 2. Voting of Claims and Equity Interests Each holder of an Allowed Claim in an Impaired Class of Claims or an Allowed Equity Interest that is entitled to vote on the Plan pursuant to the Code shall be entitled to vote separately to accept or reject the Plan as provided in such order as may be entered by the Court establishing certain procedures with respect to the solicitation and tabulation of votes to accept or reject the Plan, or any other order or orders of the Court. Classes 3A, 3B and 4 are Impaired under the Plan. 3. Nonconsensual Confirmation ("Cram down") To the extent any Impaired Class of Claims or Equity Interests entitled to vote does not accept the Plan by the statutory majorities required by section 1126(c) of the Code, the Debtor is requesting confirmation of the Plan under the cram down provisions of section 1129(b) of the Code. 4. The Reorganized Debtor Except as otherwise provided in the Plan, on the Effective Date of the Plan, all Assets of the Debtor shall be vested in the Reorganized Debtor. The Reorganized Debtor shall assume all of the Debtor's rights, obligations and liabilities under the Plan. Following the Effective Date, eCom may take steps to acquire one or more operating businesses for itself and the Subsidiaries and seek to bring the Subsidiaries into compliance with SEC requirements. (a) Management and Officers of the Reorganized Debtor Initially, Barney A. Richmond will continue to serve as eCom's chief executive officer, and Mr. Richard Turner will continue to serve as eCom's treasurer and chief financial officer. Messrs. Richmond and Turner will devote sufficient time to eCom in order to pursue its objectives. Messrs. Richmond and Turner will, for the foreseeable future, provide their services to eCom at no cost. Mr. Richmond is Chairman of ACH. He has been an independent advisor and investor in assisting companies, as well as individuals, regarding public offerings, mergers, reverse mergers and a variety of corporate financing issues. Mr. Turner was employed as an accountant responsible for corporate and individual tax returns, business write-up services, and business consulting services, including computer and database management. He was also formerly responsible for financial reporting, budgeting and cost accounting on behalf of a bank. A schedule setting forth the identities of the initial officers of the Reorganized Debtor shall be filed with the Clerk of the Court no later than ten (10) days prior to the Ballot Deadline. (b) Issuance of New Common Stock Upon the effective date of the Plan, eCom shall emerge from bankruptcy as a public company. Under the Plan, all holders of Allowed Equity Interests shall retain their Equity Interests in eCom, subject to the New Common Stock to be issued pursuant to the Plan. There are 49,955,112 shares of eCom common stock currently outstanding. eCom projects that approximately 39,000,000 shares will be issued under the Plan to creditors, for a total of approximately 89,000,000 shares outstanding as of the Effective Date. Although eCom believes it has over 5,000 shareholders, a portion of the shares are held in street name and, therefore, eCom is not able to determine the precise number of actual shareholders. The New Common Stock to be issued on the Effective Date will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 (and of equivalent state securities or "blue sky" laws) provided by section 1145(a) of the Code, 11 U.S.C. section 1145. Generally, section 1145(a) of the Code exempts from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws the issuance of securities directly or through a warrant to purchase such securities if the following conditions are satisfied: (a) the securities are issued by a debtor, an affiliate participating in a joint plan with the debtor, or a successor to the debtor under a chapter 11 plan; (b) the recipients of the securities hold a claim against, an interest in, or a claim for an administrative expense against, the debtor and (c) the securities are issued entirely in exchange for the recipient's claim against or interest in the debtor or are issued "principally" in such exchange and "partly" for cash or property. The Debtor believes that the issuance of the New Common Stock will satisfy the aforementioned requirements. Except as otherwise provided herein, the holders thereof without registration may resell the New Common Stock unless, as more fully described below, any such holder is deemed to be an "underwriter" with respect to such securities, as defined in section 1145(b)(1) of the Code. Generally, section 1145(b)(1) of the Code defines an "underwriter" as any person who (a) purchases a claim against, or equity interest in, a bankruptcy case, with a view towards the distribution of any security to be received in exchange for such claim or equity interest, (b) offers to sell securities issued under a bankruptcy plan on behalf of the holders of such securities, (c) offers to buy securities issued under a bankruptcy plan from persons receiving such securities, if the offer to buy is made with a view towards distribution of such securities and under an agreement made in connection with the plan, with the consummation of the plan, or with the offer of sale of securities under the plan, or (d) is an issuer within the meaning of Section 2(11) of the Securities Act. Although the definition of the term "issuer" appears in Section 2(4) of the Securities Act, the reference (contained in section 1145(b)(1)(D) of the Code) to Section 2(11) of the Securities Act purports to include as "underwriters" all persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. "Control" (as such term is defined in Rule 405 of Regulation C under the Securities Act) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding anything herein to the contrary, it is possible that the Reorganized Debtor may qualify as a "blank check company." The SEC has taken the position that promoters or affiliates of blank check companies, as well as their transferees, are underwriters of the securities issued. In accordance with the SEC's position, any securities held by shareholders, including those issued under the Plan, prior to a business combination, such as a merger, may be resold only after the filing of a registration statement under the Securities Act of 1933, and Rule 144 may not be a safe harbor for resale of those securities regardless of technical compliance with Rule 144. While the foregoing does not affect the issuance of shares of common stock under the Plan, i.e., the shares will be issued free from registration requirements in accordance with section 1145 of the Code, the resale or exchange of such securities may be affected following confirmation of the Plan, such as in connection with any resale of such securities or any proposed merger. THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATURE AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE DEBTOR MAKES NO REPRESENTATIONS CONCERNING, AND DOES NOT HEREBY PROVIDE ANY OPINION OR ADVICE WITH RESPECT TO, THE SECURITIES LAW AND BANKRUPTCY LAW MATTERS DESCRIBED ABOVE. IN LIGHT OF THE COMPLEX AND SUBJECTIVE INTERPRETIVE NATURE OF WHETHER A PARTICULAR RECIPIENT OF NEW COMMON STOCK MAY BE DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF SECTION 1145(B)(1) OF THE CODE UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND, CONSEQUENTLY, THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND EQUIVALENT STATE SECURITIES AND "BLUE SKY" LAWS, THE DEBTORS ENCOURAGE EACH HOLDER OF A CLAIM OR EQUITY INTEREST POTENTIALLY ENTITLED TO RECEIVE A REORGANIZATION SECURITY UNDER THE PLAN TO CONSIDER CAREFULLY AND CONSULT WITH ITS OWN LEGAL ADVISOR(S) WITH RESPECT TO SUCH (AND ANY RELATED) MATTERS. (c) New Funding On the Effective Date of the Plan, ACH will advance funds to the Reorganized Debtor in order to fund obligations under the Plan. Additionally, ACH shall advance to eCom funds sufficient to comply with reporting requirements under any applicable federal and state securities laws, as well as the reasonable fees and costs in connection with any registration statement which may be required under the Securities Act of 1933, and to file all required federal, state and local tax returns. The amount of New Funding is estimated to be $129,000, as set forth in the projections and pro forma balance sheet provided in Plan Exhibit B. ACH has placed this amount in escrow. The New Funding shall be in the form of a loan. The New Funding shall be loaned to the Reorganized Debtor on the following terms: (x) the New Funding shall be loaned on an unsecured basis, (y) the New Funding shall accrue interest at the rate of 8% per annum, and (z) the New Funding, plus accrued interest, shall be due and payable in full on the third (3rd) anniversary of the Effective Date by either (i) converting such amount into common shares of the Reorganized Debtor's stock at a conversion rate equal to the average trading price of common shares over the five (5) business days preceding the third (3rd) anniversary of the Effective Date, (ii) paying such amount in Cash, or (iii) a combination of (z)(i) and (z)(ii); provided, however, that the Reorganized Debtor may, in its sole discretion, prepay (without penalty) all or any portion of the New Funding, plus accrued interest, at any time prior to the third (3rd) anniversary of the Effective Date by means provided in (z)(i), (ii) or (iii) above. (d) Effectiveness of Securities, Instruments and Agreements On the Effective Date, agreements entered into or documents issued pursuant to the Plan and/or any agreement entered into or instrument or document issued in connection with any of the foregoing, as applicable, shall become effective and binding upon the parties thereto in accordance with their respective terms and conditions and shall be deemed to become effective simultaneously. (e) Corporate Action On the Effective Date, all matters provided for under the Plan that would otherwise require approval of the stockholders, directors or members of one or more of the Debtor or Reorganized Debtor or their successors in interest under the Plan shall be deemed to have occurred and shall be in full force and effect from and after the Effective Date pursuant to the General Corporation Law of the State of Florida, without any requirement of further action by the stockholders or directors of the Debtor or Reorganized Debtor. (f) No Change of Control Any acceleration, vesting or similar change of control rights of any Person under employment, benefit or other arrangements with the Debtor that could otherwise be triggered by the entry of the Confirmation Order or the consummation of the Plan or any of the transactions contemplated thereby shall be deemed to be waived and of no force or effect. (g) Restructuring Transactions On and after the Effective Date, the Reorganized Debtor or any of the Subsidiaries may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of its respective business, subject to the terms, conditions and restrictions set forth in the Bylaws of, or otherwise applicable to, the Reorganized or the Subsidiaries. Such restructuring may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtor or the Subsidiaries to be necessary or appropriate (collectively, the "Restructuring Transactions"). The actions to effect the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state law; and (iv) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtor or the Subsidiaries to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties, and obligations of the Reorganized Debtor or the Subsidiaries vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting, or acquiring corporation in any such transaction is a successor to the Reorganized Debtor, such surviving, resulting, or acquiring corporation will perform the obligations of the Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against the Reorganized Debtor, as applicable and to the extent necessary. Because the Restructuring Transactions have not yet occurred, there are no projections presented for future operations of the Debtor. Notwithstanding anything herein to the contrary, it is possible that the Reorganized Debtor may qualify as a "blank check company." The SEC has taken the position that promoters or affiliates of blank check companies, as well as their transferees, are underwriters of the securities issued. In accordance with the SEC's position, any securities held by shareholders, including those issued under the Plan, prior to a business combination, such as a merger, may be resold only through a registration statement under the Securities Act of 1933 and Rule 144 may not be a safe harbor for resale of those securities regardless of technical compliance with Rule 144. While the foregoing does not affect the issuance of shares of common stock under the Plan, i.e., the shares will be issued free from registration requirements in accordance with section 1145 of the Code, the resale or exchange of such securities may be affected following confirmation of the Plan, such as in connection with any resale of such securities or any proposed Restructuring Transaction. (h) Operation of the Debtor in Possession Between the Confirmation Date and the Effective Date The Debtor shall continue to operate as a debtor in possession in the ordinary course, subject to the supervision of the Court and pursuant to the Code and the Rules during the period from the Confirmation Date through and until the Effective Date, and any obligation incurred by the Debtor during that period shall constitute an Administrative Claim. (i) Spin-Off of Subsidiaries On December 1, 2003, the board of directors of eCom approved the spinoff of the Subsidiaries. On June 4, 2004, the board of directors of eCom readopted a resolution to spinoff the Subsidiaries and authorized whatever action necessary to complete this process including acquisitions and mergers. In this regard, the board included instructions for the distribution of stock by its transfer agent to the proper entities when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding the foregoing, eCom was not able to pay its transfer agent the amounts required to send out the stock certificates to the shareholders and, therefore, the shares were not issued. Due to eCom's financial condition, eCom was unable to effectuate the spinoffs. In connection with the spinoffs, eCom owned all outstanding and issued shares of common stock in the Subsidiaries. By spinning off the Subsidiaries, eCom proposed to distribute shares in the Subsidiaries to eCom's shareholders in proportion to the shares held in eCom as of the relevant record date. On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 of Title 11 of the United States Code. Thereafter, an order for relief was entered by the United States Bankruptcy Court on May 16, 2005. On June 2, 2005, the shares of the Subsidiaries were distributed to eCom shareholders of record, as of May 27, 2005. Subsequent thereto, eCom caused a registration statement on Form 10-SB to be filed for each of the Subsidiaries. eCom believed that it could effectuate the spinoffs pursuant to the criteria and procedures set forth in the September 16, 1997 Securities and Exchange Commission Staff Legal Bulletin No. 4 issued regarding the applicability of Section 5 of the Securities Act of 1933 (the "Bulletin"). eCom was subsequently advised by the Staff of the Securities and Exchange Commission ("SEC") that the Subsidiaries may not qualify for the spinoff procedures set forth in the Bulletin for a number of reasons, including the facts that (i) there may not have been a valid "business purpose" as defined in the Bulletin, and (ii) the certificates evidencing the shares were distributed prior to having an effective Form 10-SB registration statement available for distribution to shareholders. At the request of the SEC staff, eCom voluntarily withdrew the Form 10-SB registration statements. After the Effective Date, the Subsidiaries may, when and if appropriate transactions may be finalized, make necessary filings to bring them into compliance with SEC regulations. (j) Administration After the Effective Date After the Effective Date, the Reorganized Debtor may operate its business, and may use, acquire, and dispose of its property, free of any restrictions of the Code and Rules. On the Effective Date, the management, control and operation of the Reorganized Debtor shall become the general responsibility of the board of directors of the Reorganized Debtor, which shall, thereafter, have the responsibility for the management, control and operation of the Reorganized Debtor. (k) Meetings of Stockholders In accordance with the Reorganized Debtor's Certificate of Incorporation and the Reorganized Debtor's Bylaws, as the same may be amended from time to time, the first annual meeting of the stockholders of Reorganized Debtor shall be held on a date selected by its board of directors. (l) Bylaws and Certificates of Incorporation On the Effective Date, the adoption of the Reorganized Debtor's Certificate of Incorporation and the Reorganized Debtor's Bylaws shall be authorized and approved in all respects to be effective as of the Effective Date, in each case without further action under applicable law, regulation, order, or rule, and including without any further action by the stockholders or directors of the Debtor, the Debtor in Possession or the Reorganized Debtor. The Reorganized Debtor's Certificate of Incorporation shall (i) prohibit the issuance of nonvoting equity securities as required by section 1123(a)(6) of the Code, (ii) authorize the reincorporation under the laws of the State of Florida, (iii) authorize the issuance of New Common Stock under the Plan, and (iv) authorize any other actions necessary to implementing the Plan, subject to further amendment of such certificates of incorporation as permitted by applicable law and the applicable organizational documents. (m) Selection of Board Members Members of the board of directors shall be selected in accordance with the Reorganized Debtor's Certificate of Incorporation. As of the Effective Date of the Plan, the members of the initial board of directors shall in each case serve until their respective resignations or removal in accordance with applicable law, or the applicable organizational documents. A schedule setting forth the identities of the initial members of the board of directors shall be filed within ten (10) days prior to the Ballot Deadline. Elections, removal and terms of directors will be in accordance with Florida General Corporate Law. (n) Corporate Governance The business and affairs of the Reorganized Debtor shall be managed by its board of directors in accordance with the Reorganized Debtor's Bylaws, the Reorganized Debtor's Charter and applicable nonbankruptcy law. 5. Discharge of Debtor The rights afforded herein and the treatment of all Claims and Equity Interests herein shall be in exchange for and in complete satisfaction, discharge and release of Claims and Equity Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Commencement Date, against the Debtor and the Debtor in Possession, the Estate, or any of the assets or properties under the Plan. Except as otherwise provided herein, (i) on the Effective Date, all such Claims against and Equity Interest in the Debtor shall be satisfied, discharged and released in full, and (ii) all Persons shall be precluded and enjoined from asserting against the Reorganized Debtor, its successors, or its assets or properties any other or further Claims or Equity Interests based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Confirmation Date, whether or not such holder has filed a proof of claim or proof of equity interest and whether or not such holder has voted to accept or reject the Plan. Again, eCom shall emerge from bankruptcy with a principal purpose of entering into one or more acquisitions, including, without limitation, acquisitions or mergers, with which to engage in a profitable business or businesses. Notwithstanding that eCom currently has no operating business, the Debtor believes that it is an appropriate candidate for a discharge under section 1141. Specifically, section 1141(d)(3) of the Bankruptcy Code provides, in part, that a debtor is not entitled to a discharge if, (i) the plan provides for liquidation of all or substantially all of the Debtor's assets, (ii) the debtor does not engage in business following consummation of the plan, and (iii) the debtor would be denied a discharge under section 727(a) of Title 11 of the United States Code if the case were pending under Chapter 7 of Title 11 of the United States Code. In this case, eCom believes that the plan does not provide for liquidation of all or substantially all of the Debtor's assets and the Debtor intends to engage in business following confirmation. Moreover, the Plan provides for full payment of Allowed Unsecured Claims (excluding such Claims of Insiders) and holders of Allowed Equity Interests shall retain such Equity Interests. Consequently, eCom believes it is an appropriate candidate for discharge under section 1141 of the Code. (a) Injunction Related to Discharge Except as otherwise expressly provided in the Plan, the Confirmation Order or a separate order of the Court, all Persons who have held, hold or may hold Claims against or Equity Interests in the Debtor, are permanently enjoined, on and after the Effective Date, from (i) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim or Equity Interest, (ii) enforcing, attaching, collecting or recovering by any manner or means of any judgment, award, decree or order against the Debtor on account of any such Claim or Equity Interest, (iii) creating, perfecting or enforcing any Lien or asserting control of any kind against the Debtor or against the property or interests in property of the Debtor on account of any such Claim or Equity Interest and (iv) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from the Debtor or against the property or interests in property of the Debtor on account of any such Claim or Equity Interest. Such injunctions shall extend to the Debtor, its successors, subsidiaries and affiliates and their respective properties and interests in property. (b) Injunction Against Interference with the Plan Upon the entry of a Confirmation Order with respect to the Plan, all holders of Claims and Equity Interests and other parties in interest, along with their respective present or former employees, agents, officers, directors, or principals, shall be enjoined from taking any actions to interfere with the implementation or consummation of the Plan, except with respect to actions any such entity may take in connection with the pursuit of appellate rights. 6. Confirmation and Effectiveness of the Plan (a) Conditions Precedent to Confirmation The Plan shall not be confirmed by the Bankruptcy Court unless and until the following conditions shall have been satisfied or waived pursuant to Section 9.04 of the Plan: (i) The Confirmation Order shall be in form and substance reasonably acceptable to the Debtor and include, among other things, a finding of fact that the Debtor, the Reorganized Debtor, and their respective present and former members, officers, directors, employees, advisors, attorneys, and agents acted in good faith within the meaning of and with respect to all of the actions described in section 1125(e) of the Bankruptcy Code and are therefore not liable for the violation of any applicable law, rule or regulation governing such actions. (b) Conditions Precedent to Effectiveness The Plan shall not become effective unless and until the following conditions have been satisfied or waived pursuant to Section 9.04 of the Plan: (i) The Confirmation Order shall have been entered and shall be a Final Order (with no modification or amendment thereof), and there shall be no stay or injunction that would prevent the occurrence of the Effective Date; and (ii) The statutory fees owing to the United States Trustee shall have been paid in full. (c) Effect of Failure of Conditions If each condition to the Effective Date specified in the Plan has not been satisfied or duly waived within twenty (20) days after the Confirmation Date, the Plan Proponents or any other party in interest may file a motion with the Court in an effort to vacate the Confirmation Order; provided, however, if each of the conditions to the Effective Date is either satisfied or duly waived before the Court enters an order granting the relief requested in such motion, then the motion may be wthdrawn. If the Confirmation Order is vacated, the Plan shall be deemed null and void in all respects, including without limitation the discharge of Claims pursuant to section 1141 of the Code and the assumptions or rejections of executory contracts and unexpired leases as provided by the Plan, and nothing contained herein shall (1) constitute a waiver or release of any Causes of Action by, or Claims against, the Debtor or (2) prejudice in any manner the rights of the Debtor. (d) Waiver of Conditions The Debtor may waive one or more of the conditions precedent to confirmation of the Plan, or the condition precedent to effectiveness of the Plan set forth in Section 9.02 of the Plan. The Debtor may waive in writing one or more of the other conditions precedent to confirmation and effectiveness of the Plan, without further notice to parties in interest or the Bankruptcy Court without a prior hearing. (e) Exculpation and Releases Subject to the occurrence of the Effective Date, neither the Debtor nor the Reorganized Debtor, or any of their respective members, officers, directors, agents, financial advisors, attorneys, employees, equity holders, partners, affiliates and representatives (the "Exculpated Parties") shall have or incur any liability to any holder of a Claim or Equity Interest for any act or omission in connection with, related to, or arising out of, the case and the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan; provided, that the foregoing shall not operate as a waiver or release for (i) any express contractual obligation owing by any such Person or (ii) willful misconduct or gross negligence, and, in all respects, the Exculpated Parties shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan; provided further that nothing in the Plan shall, or shall be deemed to, release the Exculpated Parties, or exculpate the Exculpated Parties with respect to, their respective obligations or covenants arising pursuant to the Plan. (f) Releases On the Effective Date, the Debtor, the Reorganized Debtor, and any and all Holders of Claims and Equity Interests shall release unconditionally and are hereby deemed to release unconditionally each of the Debtor, ACH and their post- petition directors and officers, and Professionals (collectively, the "Released Parties") from any and all claims, obligations, suits, judgments, damages, losses, rights, remedies, causes of action, charges, costs, debts, indebtedness, or liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission, transaction, event or other occurrence taking place between the Petition Date and the Effective Date, which is in any way relating to the Debtor, this Case, any assets or Property of the Estate, the business or operations of the Debtor, the DIP Financing, any Plan Documents, the Plan, or any of the transactions contemplated thereby; provided, however, that this release provision shall not be applicable to any liability found by a court of competent jurisdiction to have resulted from fraud or the willful misconduct or gross negligence of any such party. With respect to professionals, the foregoing exclusion from this release provision shall also include claims of professional negligence arising from the services provided by such Professionals during the Case. Any such claims shall be governed by the standard of care otherwise applicable to the standard negligence claims outside of bankruptcy. The Confirmation Order shall enjoin the prosecution by any Person or entity, whether directly, derivatively or otherwise, of any such claim, obligation, suit, judgment, damage, loss, right, remedy, cause of action, charge, cost, debt, indebtedness, or liability which arose or accrued during such period or was or could have been asserted against any of the Released Parties, except as otherwise provided in the Plan or in the Confirmation Order. Each of the Released Parties shall have the right to independently seek enforcement of this release provision. This release provision is an integral part of the Plan and is essential to its implementation. (g) Injunction Relating to Exculpation and Release The Confirmation Order will contain an injunction, effective on the Effective Date, permanently enjoining the commencement or prosecution by the Debtor, the Reorganized Debtor and any other Person, whether derivatively or otherwise, of any Cause of Action exculpated, released or discharged pursuant to this Plan against the released and Exculpated Parties. ARTICLE V. CERTAIN RISK FACTORS TO BE CONSIDERED HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTOR SHOULD READ AND CONSIDER CAREFULLY THE FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT (AND THE DOCUMENTS DELIVERED TOGETHER HEREWITH AND/OR INCORPORATED BY REFERENCE), PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN. THESE RISK FACTORS SHOULD NOT, HOWEVER, BE REGARDED AS CONSTITUTING THE ONLY RISKS INVOLVED IN CONNECTION WITH THE PLAN AND ITS IMPLEMENTATION. A. Risk that Distributions Will be Less than Estimated by the Debtor The factors specified below assume that the Plan is approved by the Court and that the conditions precedent to the Effective Date of the Plan are satisfied or otherwise waived. The Debtor reserves the right to object to the amount or classification of any Claim or Equity Interest. Thus, the estimates set forth in this Disclosure Statement cannot be relied upon by any creditor whose Claim or Equity Interest is subject to a successful objection. Any holder of such Claim or Equity Interest may not receive the estimated Distributions set forth herein. B. Industry Conditions and Financial Condition of Reorganized Debtor At the outset, the Reorganized Debtor is essentially a start-up company. While the Reorganized Debtor's initial board of directors and initial officers have proven track records in connection with start-up entities and various types of business acquisitions, the Reorganized Debtor is a new business. As such, there are various risks associated with the Reorganized Debtor's business plan and operations. 1. Indebtedness The degree to which the Reorganized Debtor is leveraged could have important consequences, including the following: * the Reorganized Debtor's ability to obtain additional financing in the future for working capital, capital expenditures, general corporate purposes or other purposes may be impaired or such financing may not be available on favorable terms 2. Limited Net Operating Loss Carry-Forwards The Debtor currently has significant net operating loss tax carry- forwards. As a consequence of a successful consummation of the Plan, the Reorganized Debtor may utilize net operating loss tax carry-forwards to offset any income generated in the future. The amount of the Debtor's losses and NOL carryforwards remains subject to adjustment by the IRS, if appropriate. C. Risk of Nonconfirmation of the Plan Even if all Voting Classes accept the Plan, the Plan might not be confirmed by the Court. Section 1129 of the Code sets forth the requirements for the confirmation and requires, among other things, that the confirmation of a plan of reorganization is not likely to be followed by the liquidation or the need for further financial reorganization of the debtor, and that the value of distributions to dissenting creditors and equity security holders not be less than the value of distributions such creditors and equity holders would receive if the debtor were liquidated under chapter 7 of the Code. There can be no assurance, however, that the Court would also conclude that the requirements for confirmation of the Plan have been satisfied. If no plan can be confirmed, the Chapter 11 Case may be converted to a case under Chapter 7 of the Code, pursuant to which a trustee would be appointed or elected to liquidate the Debtor's assets for distribution in accordance with the priorities established by the Code. The Debtor believes that liquidation under Chapter 7 would not result in any distributions being made to creditors than those provided for in the Plan, inasmuch as Distributions to holders of Allowed Unsecured Claims will be funded from a contribution by ACH on the Effective Date of the Plan, which would not otherwise occur, and because the only value to be realized by holders of Allowed Equity Interests may be derived from transactions that may occur following the Effective Date of the Plan. D. Limited Funds for Pursuit of Business Objectives Following the Effective Date, the Reorganized Debtor will have no assets, other than shares in one or more of the Subsidiaries in the event the Debtor cannot effectuate one or more valid spin-offs. Initially, the Reorganized Debtor's only source of financing will be the New Funding to be provided by ACH. After the Effective Date, ACH intends, for the foreseeable future, to advance to the Reorganized Debtor such funds as are necessary for the Reorganized Debtor to comply with its reporting requirements under any applicable federal and state securities laws, and to file all required federal, state and local tax returns. There can be no assurance that the Reorganized Debtor will be able to raise acquisition financing if needed to complete a possible transaction or provide capital to an acquired business. E. Unspecified Industry and Target Company; Competition for Business Combinations The Reorganized Debtor has not selected any particular industry in which to concentrate its efforts to effect a Restructuring Transaction; however, the Debtor has been in negotiations with IS Direct. F. Opportunity for Shareholder Evaluation or Approval of Restructuring Transactions The shareholders of the Reorganized Debtor will, in all likelihood, neither receive nor otherwise have the opportunity to evaluate any financial or other information which will be made available to the Reorganized Debtor in connection with selecting a potential acquisition or merger target until after a Restructuring Transaction is consummated. As a result, shareholders of the Reorganized Debtor will be almost entirely dependent on the judgment of management in connection with the selection of an acquisition or merger target and the terms of any Restructuring Transaction. G. Conflicts of Interest The Reorganized Debtor's initial officers and directors are engaged in business activities outside of the Reorganized Debtor, and the amount of time devoted to the Reorganized Debtor's activities may be limited. There may exist potential conflicts of interest including, among other things, time, effort and Restructuring Transactions with such other business entities. To aid the resolution of such conflicts, the Reorganized Debtor will adopt a procedure whereby a special meeting of the Reorganized Debtor's shareholders will be called to vote upon a Restructuring Transaction with any affiliated entity, and shareholders who also hold securities of such affiliated entity will be required to vote their shares of the Reorganized Debtor's stock in the same proportion as the Restructuring Debtor's publicly held shares are voted. Such procedure shall be in the form of an informal agreement. H. Authorization of Additional Securities The Reorganized Debtor's board of directors has the power to issue any or all of such authorized but unissued shares without shareholder approval. Although the Reorganized Debtor has no commitments as of the date hereof to issue any shares of new common stock (aside from the New Common Stock to be issued pursuant to the Plan), the Reorganized Debtor will, in all likelihood, issue a substantial number of additional shares in connection with a Restructuring Transaction. To the extent that additional shares of new common stock are issued, dilution to the interests of the Reorganized Debtor's shareholders will occur. I. Possible Future Change in Control and Management Upon the successful completion of a Restructuring Transaction, new common stock in the Reorganized Debtor may be issued, which when issued may comprise a majority of the then issued and outstanding shares of new common stock of the Reorganized Debtor. In such event, there may be a change of control in the Reorganized Debtor which would most likely result in the resignation or removal of the Reorganized Debtor's present officers and/or directors. If there is a change in management, no assurance can be given as to the experience or qualification of such persons either in the operation of the Reorganized Debtor's activities or in the operation of the business, assets or property being acquired. J. Unforeseeable Risks Associated with Restructuring Transactions The Reorganized Debtor may be dependent upon existing or new management of an acquisition or merger target with which it may engage in a Restructuring Transaction, and may thus lack the control necessary to adjust the direction of the business in the event such operating management is unable to cope with business problems that may arise. Because the Reorganized Debtor may participate in a Restructuring Transaction with newly-organized firms or with firms which are attempting to expand through new products, markets or methods of distribution, the Reorganized Debtor may face additional special risks associated with development stage operations or operating management lacking in specific experience pertinent to the business involved. Regardless of the type of business with which the Reorganized Debtor may become involved through a Restructuring Transaction, it will be subject to all of the risk factors, which are presently undeterminable, relating to such business and its industry. K. Possible Use of Debt Financing; Debt of an Acquisition or Merger Company There currently are no limitations on the Reorganized Debtor's ability to borrow or otherwise raise funds to increase the amount of capital available to effect a Restructuring Transaction. However, the Reorganized Debtor's limited resources and lack of operating history will make it difficult to borrow funds. The amount and nature of any borrowings will depend on numerous considerations, including capital requirements, perceived ability to meet debt service on any such borrowings and the than prevailing conditions in the financial markets, as well as general economic conditions. There can be no assurance that debt financing, if required or sought, would be available on terms deemed to be commercially acceptable by and in the best interests of the Reorganized Debtor. The inability to borrow funds required to effect or facilitate a Restructuring Transaction or to provide funds for an additional infusion of capital into an acquisition or merger candidate and may have a material adverse effect on the Reorganized Debtor's financial condition, future prospects and ability to complete a Restructuring Transaction. Additionally, to the extent that debt financing ultimately proves to be available, any borrowings may subject the Reorganized Debtor to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, an acquisition or merger candidate may have already incurred borrowings and, therefore, all the risks inherent thereto. L. The Investment Company Act of 1940 The Investment Company Act defines an "investment company" as an issuer which is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading of securities. While the Reorganized Debtor does not intend to engage in such activities, the Reorganized Debtor could become subject to regulations under the Investment Company Act in the event the Reorganized Debtor obtains or continues to hold a minority interest in a number of enterprises. The Reorganized Debtor could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act. Accordingly, management will continue to review the Reorganized Debtor's activities from time to time with a view toward reducing the likelihood the Reorganized Debtor could be classified as an "investment company." The Reorganized Debtor has not engaged, does not intend to engage, nor does it have the authority to engage in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities for compensation. In addition, the Reorganized Debtor does not intend as part of its regular business to issue or promulgate analyses or reports concerning securities. The Reorganized Debtor does not intend to pursue any course of business which would render it an "investment advisor" as that term is defined in the Investment Advisor's Act of 1940. M. No Dividends Anticipated In view of the Reorganized Debtor's present financial status and contemplated financial requirements, the payment of dividends in the foreseeable future is highly unlikely. N. "Blank Check" Designation It is possible that the Reorganized Debtor may qualify as a "blank check company." The SEC has taken the position that promoters or affiliates of blank check companies, as well as their transferees, are underwriters of the securities issued. In accordance with the SEC's position, any securities held by shareholders, including those issued under the Plan, prior to a business combination, such as a merger, may be resold only through a registration statement under the Securities Act of 1933 and Rule 144 may not be a safe harbor for resale of those securities regardless of technical compliance with Rule 144. While the foregoing does not affect the issuance of shares of common stock under the Plan, i.e., the shares will be issued free from registration requirements in accordance with section 1145 of the Code, the resale or exchange of such securities may be affected following confirmation of the Plan, such as in connection with any resale of such securities or any proposed merger. Therefore, there is a risk that the Reorganized Debtor's business activities may meet the criteria of a "blank check" and, therefore, the Reorganized Debtor may be classified as a "blank check" company. If so, shareholders may not be able to trade their shares until a registration statement is filed under the Securities Act of 1933. ARTICLE VI. CONFIRMATION OF THE PLAN Under the Code, the following steps must be taken to confirm the Plan. A. The Confirmation Hearing The Code requires the Court, after notice, to hold a confirmation hearing before a plan of reorganization may be confirmed. The Confirmation Hearing in respect of the Plan has been scheduled for March 12, 2007 at 1:30 p.m. (Eastern Time), before the Honorable Steven H. Friedman, United States Bankruptcy Judge, at the United States Bankruptcy Court, Southern District of Florida, West Palm Beach Division, 1515 North Flagler Drive, Room 801, Courtroom B, West Palm Beach, Florida 33401. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except for an announcement of the adjourned date made at the Confirmation Hearing. Any objection to confirmation must be made in writing and specify in detail the name and address of the objector, all grounds for the objection and the amount of the Claim or number and type of shares of Equity Interest held by the objector. The Court has directed that objections, if any, to confirmation of the Plan be served and filed so that they are received on or before March 2, 2007 in accordance with the Disclosure Statement Order. The Confirmation Hearing may be adjourned from time to time by the Court without further notice except for the announcement of the adjournment date made at the Confirmation Hearing or any adjourned Confirmation Hearing. Objections to confirmation of the Plan are governed by Rule 9014. B. Requirements for Confirmation of the Plan At the Confirmation Hearing, the Court will confirm the Plan only if all of the requirements of section 1129 of the Code are met. Among the requirements for confirmation of a plan are that the plan is (i) accepted by all impaired classes of claims and equity interests or, if rejected by an impaired class, that the plan "does not discriminate unfairly" and is "fair and equitable" as to such class, (ii) feasible and (iii) in the "best interests" of creditors and stockholders that are impaired under the plan. 1. Unfair Discrimination and Fair and Equitable Tests To obtain nonconsensual confirmation of the Plan, the Court must determine that the Plan "does not discriminate unfairly" and is "fair and equitable" with respect to each impaired, non-accepting Class. The Code provides a non- exclusive definition of the phrase "fair and equitable." The Code establishes "cram down" tests for secured creditors, unsecured creditors and equity holders, as follows: (x) Secured Creditors. Either (i) each impaired secured creditor retains its liens securing its secured claim and receives on account of its secured claim deferred cash payments having a present value equal to the amount of its allowed secured claim, (ii) each impaired secured creditor realizes the "indubitable equivalent" of its allowed secured claim or (iii) the property securing the claim is sold free and clear of liens with such liens to attach to the proceeds of the sale and the treatment of such liens on proceeds to be as provided in clause (i) or (ii) of this subparagraph. (y) Unsecured Creditors. Either (i) each non-accepting impaired unsecured creditor class receives or retains under the plan property of a value equal to the amount of its allowed claim or (ii) the holders of claims and interests that are junior to the claims of the dissenting class will not receive any property under the plan. (z) Equity Interests. Either (i) each holder of an equity interest will receive or retain under the plan property of a value equal to the greatest of the fixed liquidation preference to which such holder is entitled, the fixed redemption price to which such holder is entitled or the value of the interest or (ii) the holder of an interest that is junior to the non-accepting class will not receive or retain any property under the plan. 2. Feasibility The Code permits a plan to be confirmed if it is not likely to be followed by liquidation or the need for further financial reorganization. The Debtor believes that it will be able to make all payments required pursuant to the Plan and, therefore, that confirmation of the Plan is not likely to be followed by liquidation or the need for further financial reorganization. The Debtor further believes that it will be able to repay or refinance all of the then- outstanding indebtedness under the Plan at or prior to the maturity of such indebtedness. As set forth in Plan Exhibit B, ACH has placed the New Funding amount of $129,000 in escrow to meet projected obligations of the Reorganized Debtor. 3. Best Interests Test With respect to each impaired class of Claims and Equity Interests, confirmation of a plan requires that each holder of a Claim or Equity Interest either (i) accept the plan or (ii) receive or retain under the plan property of a value, as of the effective date, that is not less than the value such holder would receive or retain if the debtor were liquidated under chapter 7 of the Code. To determine what holders of Claims and Equity Interests of each impaired class would receive if the Debtor was liquidated under chapter 7, the Court must determine the dollar amount that would be generated from the liquidation of the Debtor's assets and properties in the context of a hypothetical chapter 7 liquidation case. The cash amount which would be available for satisfaction of Claims and Equity Interests would consist of the proceeds resulting from the disposition of the unencumbered assets and properties of the Debtor, augmented by the unencumbered cash held by the Debtor at the time of the commencement of the hypothetical liquidation case. Such cash amount would be reduced by the amount of the costs and expenses of the liquidation and by such additional administrative and priority claims that might result from the termination of the Debtor's business and the use of chapter 7 for the purposes of liquidation. The Debtor's costs of liquidation under chapter 7 would include the fees payable to a trustee in bankruptcy, as well as those that might be payable to attorneys and other professionals that such a trustee might engage. In addition, Claims would arise by reason of the breach or rejection of obligations incurred and leases and executory contracts assumed or entered into by the Debtor during the pendency of the chapter 11 case. The foregoing types of Claims and other Claims which might arise in a liquidation case or result from the pending chapter 11 case, including any unpaid expenses incurred by the Debtor during the chapter 11 case such as compensation for attorneys, financial advisors and accountants, would be paid in full from the liquidation proceeds before the balance of those proceeds would be made available to pay General Unsecured Claims. To determine if the Plan is in the best interests of each impaired class, the present value of the distributions from the proceeds of a liquidation of the Debtor's unencumbered assets and properties, after subtracting the amount attributable to the foregoing Claims, are then compared with the value of the property offered to such classes of Claims and Equity Interests under the Plan. In light of the fact that the Debtor has no assets (other than possibly the shares of stock in the Subsidiaries), the Debtor has determined that confirmation of the Plan will provide each holder of an Allowed Claim or Equity Interest with a recovery that is not less than such holder would receive pursuant to liquidation of the Debtor under chapter 7, inasmuch as holders of Allowed Unsecured Claims will receive full payment and holders of Allowed Equity Interests shall retain their Equity Interests, subject to dilution on account of issuance of the New Common Stock. ARTICLE VII. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN The Debtor has evaluated alternatives to the Plan, including the liquidation of the Debtor. After studying these alternatives, the Debtor has concluded that the Plan is the best alternative and will maximize recoveries by parties in interest, assuming confirmation of the Plan. The following discussion provides a summary of the Debtor's analysis leading to its conclusion that a liquidation or alternative plan of reorganization would not provide the highest value to parties in interest. If the Plan cannot be confirmed, the Case may be converted to Chapter 7. If converted to Chapter 7, it is highly likely that there would be no Distributions for holders of Allowed Unsecured Claims and holders of Allowed Equity Interests would not be able to retain such Equity Interests. The Debtor believes that liquidation under chapter 7 would result in no distributions to holders of Claims or Equity Interests. ARTICLE VIII. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN A. Introduction The following discussion summarizes certain federal income tax consequences of the implementation of the Plan to the Debtor and certain holders of Claims. The following summary does not address the federal income tax consequences to holders whose Claims are entitled to reinstatement or payment in full in cash under the Plan (e.g., holders of Administrative Expense Claims, Other Priority Claims, and Secured Claims) or holders of Equity Interests. The following summary is based on the Internal Revenue Code of 1986, as amended (the "Tax Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published administrative rules and pronouncements of the Internal Revenue Service (the "IRS") as in effect on the date hereof. Changes in such rules or new interpretations thereof may have retroactive effect and could significantly affect the federal income tax consequences described below. The federal income tax consequences of the Plan are complex and are subject to significant uncertainties. The Debtor has not requested a ruling from the IRS or an opinion of counsel with respect to any of the tax aspects of the Plan. Thus, no assurance can be given as to the interpretation that the IRS will adopt. In addition, this summary does not address foreign, state or local tax consequences of the Plan, nor does it purport to address the federal income tax consequences of the Plan to special classes of taxpayers (such as foreign taxpayers, broker-dealers, banks, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, tax-exempt organizations, and investors in pass-through entities). This discussion assumes that the various debt and other arrangements to which the Debtor is a party will be respected for federal income tax purposes in accordance with their form. ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES APPLICABLE UNDER THE PLAN. B. Consequences to the Debtor 1. Cancellation of Debt The Tax Code provides that a debtor in a bankruptcy case must reduce certain of its tax attributes - such as net operating loss ("NOL") carryforwards, current year NOLs, tax credits and tax basis in assets - by the amount of any cancellation-of-indebtedness income ("COD") realized by such debt in connection with the bankruptcy case. COD is the amount by which the indebtedness discharged (reduced by any unamortized discount) exceeds the fair market value of any consideration given in exchange therefore, subject to certain statutory or judicial exceptions that can apply to limit the amount of COD (such as where the payment of the cancelled debt would have given rise to a tax deduction). On August 29, 2003, the IRS issued proposed and temporary regulations addressing the method for applying the attribute reduction described above to an affiliated group filing a consolidated federal income tax return. The regulations are effective with respect to COD occurring after August 29, 2003. Under these regulations, the attributes of the debtor member are first subject to reduction. These attributes include: (1) consolidated attributes of the debtor member; (2) attributes that arose in separate return limitation years of the debtor member; and (3) the basis of property of the debtor member. To the extent that the excluded COD exceeds the attributes of the debtor member, the regulations generally require the reduction of attributes of other members. If the attributes of the debtor member reduced under the above rules is the basis of stock of another member of the group, a "look-through rule" applies requiring that corresponding adjustments be made to the attributes of the lower- tier member. 2. Limitation on NOL Carryforwards and Other Tax Attributes The Debtor expects to report consolidated NOL carryforwards for federal income tax purposes. In addition, the Debtor expects to incur additional losses in the foreseeable future. The amount of the Debtor's losses and NOL carryforwards remains subject to adjustment by the IRS. 3. Alternative Minimum Tax In general, a federal alternative minimum tax ("AMT") is imposed on a corporation's alternative minimum taxable income at a 20% rate to the extent that such tax exceeds the corporation's regular federal income tax. For purposes of computing taxable income for AMT purposes, certain tax deductions and other beneficial allowances are modified or eliminated. In particular, even though a corporation otherwise might be able to offset all of its taxable income for regular tax purposes by available NOL carryforwards, only 90% of a corporation's taxable income for AMT purposes may be offset by available NOL carryforwards (as computed for AMT purposes). However, recent legislation provides for a temporary waiver of this limitation for AMT NOL carrybacks or carryforwards. In addition, if a corporation (or consolidated group) undergoes an "ownership change" within the meaning of section 382 of the Tax Code and is in a net unrealized built-in loss position on the date of the ownership change, the corporation's (or group's) aggregate tax basis in its assets would be reduced for certain AMT purposes to reflect the fair market value of such assets as of the change date. Any AMT that a corporation pays generally will be allowed as a nonrefundable credit against its regular federal income tax liability in future taxable years when the corporation is no longer subject to the AMT. 4. Information Reporting and Withholding All distributions to holders of Claims under the Plan are subject to any applicable withholding (including employment tax withholding). Under federal income tax law, interest, dividends, and other reportable payments may, under certain circumstances, be subject to "backup withholding" (currently, at the rate of 28%). Backup withholding generally applies if the holder (a) fails to furnish its social security number or other taxpayer identification number ("TIN"), (b) furnishes an incorrect TIN, (c) fails properly to report interest or dividends, or (d) under certain circumstances, fails to provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and that it is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons are exempt from backup withholding, including, in certain circumstances, corporations and financial institutions. The foregoing summary has been provided for informational purposes only. All holders of Claims are urged to consult their tax advisors concerning the federal, state, local, and other tax consequences applicable under the Plan. ARTICLE IX. CONCLUSIONS AND RECOMMENDATIONS Based upon the foregoing, the Debtor believes that confirmation of the Plan will provide the greatest recovery for all holders of Allowed Claims and Equity Interests against the Debtor, and recommend that all holders of Allowed Claims and Equity Interests in Classes that are Impaired and entitled to vote on the Plan vote to accept the Plan. [signatures on next page] DATED: January 3, 2007 eCom eCom.com, Inc. American Capital Holdings, Inc. By: By: Barney A. Richmond Its: Acting CEO I HEREBY CERTIFY that I am admitted to the Bar of the United States District Court for the Southern District of Florida and I am in compliance with the additional qualifications to practice in this Court set forth in Local Rule 2090-1(A) _____________________________________ Michael D. Seese, Esq. FBN 997323 KLUGER PERETZ KAPLAN & BERLIN, P.L. 201 South Biscayne Boulevard 1700 Miami Center Miami, Florida 33131 Telephone: (305) 379-9000 Facsimile: (305) 379-3428 Counsel for Debtor I HEREBY CERTIFY that I am appearing pro hac vice in this matter pursuant to order of this Court dated August 21, 2006. _____________________________________ Michael Yetnikoff, Esq. ________________________ SCHIFF HARDIN LLP 6600 Sears Tower Chicago, Illinois 60606 Telephone: (312) 258-5500 Facsimile: (312) 258-5600 Counsel for American Capital Holdings, Inc EXHIBIT "A" ORDERED in the Southern District of Florida on December 28,2006. Steven H. Friedman, Judge United States Bankruptcy Court UNITED STATES BANKRUTPCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION www.flsb.uscourts.gov IN RE: eCom eCom.com, Inc. Debtor. CASE NO. 04-35435-BKC-SHF CHAPTER 11 ORDER (I) APPROVING DISCLOSURE STATEMENT1; (II) SETTING HEARING ON CONFIRMATION OF PLAN; (III) SETTING HEARING ON FEE APPLICATIONS; (IV) SETTING VARIOUS DEADLINES; AND (V) DESCRIBING PLAN PROPONENTS' OBLIGATIONS 1 The Disclosure Statement for Joint Plan of Reorganization of Debtor and American Capital Holdings, Inc. was scheduled for hearing on October 30, 2006. The only substantive objection filed was by the United States Trustee. Counsel for the joint proponents and the United States Trustee met and conferred and were able to resolve the objections to Disclosure Statement. By agreement of the parties, the joint proponents have filed their First Amended Plan of Reorganization and First Amended Disclosure Statement. This Order approves the First Amended Disclosure Statement (the "Disclosure Statement"). CONFIRMATION HEARING. AND HEARING ON FEE APPLICATIONS 3/12/07 at l:30 p.m. LOCATION: United States Bankruptcy Court Southern District of Florida 1515 North Flagler Drive Room 801 Courtroom B West Palm Beach, Florida 33401 PLAN PROPONENTS' DEADLINE FOR SERVING THIS ORDER, DISCLOSURE STATEMENT, PLAN, AND BALLOT: 1/17/07 (54 days before Confirmation Hearing) DEADLINE FOR OBJECTIONS TO CLAIMS: 1/31/07 (40 days before Confirmation Hearing) DEADLINE FOR FEE APPLICATIONS: 2/20/07 (20 days before Confirmation Hearing) PLAN PROPONENTS' DEADLINE FOR SERVING NOTICE OF FEE APPLICATIONS: 2/26/07 (15 days before Confirmation Hearing) DEADLINE FOR OBJECTIONS TO CONFIRMATION: 3/02/07 (10 days before Confirmation Hearing) DEADLINE FOR FILING BALLOTS ACCEPTING OR REJECTING PLAN: 3/02/07 (10 days before Confirmation Hearing) PLAN PROPONENTS' DEADLINE FOR FILING PROPONENTS' REPORT AND CONFIRMATION AFFIDAVIT: (3/07/07) (3 business days before Confirmation Hearing) The Court conducted a hearing on October 30, 2006 at 2:00PM to consider approval of the Disclosure Statement (C.P. #137) filed by eComeCom.com, Inc. ("Debtor") and American Capital Holdings, Inc. ("ACH" and, collectively, with the Debtor, "the Plan Proponents"). The Court finds that the Disclosure Statement contains "adequate information" regarding the plan in accordance with 11 U.S.C. section 1125(a). Therefore, pursuant to 11 U.S.C. section 1125(b) and Bankruptcy Rule 3017(b), the Disclosure Statement is approved. This Order sets a hearing to consider confirmation of the plan (the "Confirmation Hearing"), a hearing on fee applications and sets forth the deadlines and requirements relating to confirmation provided in the Bankruptcy Code, Federal Rul,es of Bankruptcy Procedure and local rules of this Court. 1. HEARING TO CONSIDER CONFIRMATION OF PLAN The court has set a hearing to consider confirmation of the plan for the date and time indicated above as "CONFIRMATION HEARING". The Confirmation Hearing may be continued to a future date by notice given in open court at the Confirmation Hearing. 2. DEADLINE FOR FILING AND HEARING ON FEE APPLICATIONS The last day for filing and serving fee applications is indicated above as "DEADLINE FOR FEE APPLICATIONS". All prospective applicants for compensation, including attorneys, accountants and other professionals, shall file applications which include actual time and costs, plus an estimate of additional time and costs to be incurred through confirmation. At or prior to confirmation, applicants must file a supplement with documentation supporting the estimated time and costs. Fee applications shall be timely filed with the Court and served (with all exhibits, including documentation of estimated time) on (i) the Debtor; (ii) all committees that have been appointed; (iii) any Chapter 11 Trustee or Examiner that has been appointed; and (iv) the U.S. Trustee. Fee applications will be set for hearing together with the Confirmation Hearing. The Plan Proponents shall serve notice of all fee applications pursuant to paragraph 6 below. 3. DEADLINE FOR OBJECTIONS TO CONFIRMATION The last day for filing and serving objections to confirmation of the plan is indicated above as "DEADLINE FOR OBJECTIONS TO CONFIRMATION". Objections to confirmation shall be filed with the Court and served on (i) the Plan Proponents; (ii) all committees that have been appointed; (iii) any Chapter 11 Trustee or examiner that has been appointed; and (iv) the U.S. Trustee. 4. DEADLINE FOR FILING BALLOTS ACCEPTING OR REJECTING PLAN The last day for filing a ballot accepting or rejecting the plan is indicated above as "DEADLINE FOR FILING BALLOTS ACCEPTING OR REJECTING PLAN". All parties entitled to vote should receive a ballot from the Plan Proponents by mail pursuant to paragraph 6(A) of this order. If you receive a ballot but your entire claim has been objected to, you will not have the right to vote until the objection is resolved, unless you request an order under Bankruptcy Rule 3018(a) temporarily allowing your claim for voting purposes. 5. DEADLINE FOR OBJECTIONS TO CLAIMS Pursuant to Local Rule 3007-1(B), the last day for filing and serving objections to claims is indicated above as "DEADLINE FOR OBJECTIONS TO CLAIMS". All objections to claims must be filed before this date unless the deadline is extended by further order. 6. PLAN PROPONENTS' OBLIGATIONS (A) On or before the date indicated above as "PROPONENTS' DEADLINE FOR SERVING THIS ORDER, DISCLOSURE STATEMENT, PLAN, AND BALLOT" the Plan Proponents shall serve a copy of this Order, the approved Disclosure Statement, and the plan on all creditors, all equity security holders, and all other parties in interest, as required by the Bankruptcy Rules (including those entities as described in Bankruptcy Rule 3017(f)) and the Local Rules, including those listed on a "Master Service List" required to be filed pursuant to Local Rules 2002-l(K). At the time of serving this Order, the Local Form "Ballot", customized as required by Local Rule 3018-1 shall be served on all creditors and equity security holders entitled to vote on the plan, as of the PROPONENTS' DEADLINE FOR SERVING THIS ORDER, DISCLOSURE STATEMENT, PLAN, AND BALLOT, as shown by the records of the Debtor's stock transfer agent. (B) On or before the date indicated above as "PROPONENTS' DEADLINE FOR SERVING NOTICE OF FEE APPLICATIONS", the Plan Proponents shall serve a notice of hearing of all fee applications, identifying each applicant and the amounts requested. The notice shall be served on all creditors, all equity security holders (as of the PROPONENTS' DEADLINE FOR SERVING THIS ORDER, DISCLOSURE STATEMENT, PLAN, AND BALLOT, as shown by the records of the Debtor's stock transfer agent), and all other parties in interest as required by the Bankruptcy and Local Rules, including those listed on a "Master Service List" required to be filed pursuant to Local Rules 2002-1 (K). (C) On or before 5:00 p.m. on the date indicated above as "PROPONENTS' DEADLINE FOR FILING PROPONENTS' REPORT AND CONFIRMATION AFFIDAVIT", the Plan Proponents shall file with the Court and deliver a copy to the U.S. Trustee the Local Form "Certificate of Proponent of Plan on Acceptance of Plan, Report on Amount to be Deposited, Certificate of Amount Deposited and Payment of Fees," and the Local Form "Confirmation Affidavit". The "Confirmation Affidavit" shall set forth the facts upon which the Plan Proponents rely to establish that each of the requirements of 11 U.S.C. 1129 are satisfied. The Confirmation Affidavit should be prepared so that by reading it, the Court can easily understand the significant terms of the plan and other material facts relating to confirmation of the plan. The individual executing the "Confirmation Affidavit" shall be present at the Confirmation Hearing. If the Plan Proponents do not timely comply with any of the requirements of this Order, the Court may impose sanctions at the Confirmation Hearing without further notice including dismissal, conversion of the case to Chapter 7, or the striking of the plan. The Court will also consider dismissal or conversion at the Confirmation Hearing at the request of any party, or on the Court's own motion. Submitted by: MICHAEL D. SEESE, ESQ. Fla. Bar No. 997323 Kluger, Peretz, Kaplan & Berlin, P.L. 201 South Biscayne Boulevard, 8th Floor Miami, Florida 33131 Telephone No. (305) 379-9000 Facsimile No. (305) 379-3428 Copies furnished to Michael D. Seese, Esq. [Attorney Seese is directed to serve a confirming copy of this Order upon counsel for the Debtor and the United States Trustee.] EXHIBIT "B" Chart reflecting Three-Year Trading Price Of eCom Common Stock ECEC Ecom Ecom Com Inc 8/25/2006 9:45 AM Last .019 Volume 30,000 Company Data Company Name: Ecom Ecom Com Inc Dow Jones Industry: Recreational Products Exchange: OTHER OTC Shares Outstanding: 49,955,000 Market Cap: 949,145 Short Interest: Exchange provides no short interest data. 52-Week EPS: -0.01 52-Week High: 0.05 on Wednesday, September 07, 2005 52-Week Low: 0.0038 on Thursday, January 05, 2006 P/E Ratio: n/a Yield: n/a Average Price: 0.0152 (50-day) 0.0144 (200-day) http://bigcharts.marketwatch.com/print/print.asp?frames=0&symb=ecec 8/25/2006 -----END PRIVACY-ENHANCED MESSAGE-----