UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2009
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________
Commission File Number: 1-10185
———————
One e Commerce Corporation
Exact name of registrant as specified in its charter)
———————
Nevada | 87-0531751 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
One Clyde Street, Golf, Illinois, 60029-0083
(Address of Principal Executive Office) (Zip Code)
((312) 983-8980
Registrant’s telephone number, including area code)
———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 þNo ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
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| Accelerated filer ¨ |
Non-accelerated filer ¨ |
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| Smaller reporting company þ |
(Do not check if a smaller reporting company) | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes þNo ¨
As of April 30, 2008, there were 18,317,200 shares of the issuer’s common stock outstanding.
TABLE OF CONTENTS
1
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements contained in this Form 10-Q, other than statements of historical facts that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words "believe," "anticipate," "expect" and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management are subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks include, among others, the following: international, national and local general economic and marked conditions: our ability to sustain, manage or forecast our growth; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this filing.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. As used in this Form 10-Q, unless the context requires otherwise, “we" or "us" or the "Company" means One eCommerce Corporation.
2
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
One eCommerce Corporation
(A Development Stage Company)
Balance Sheets
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| March 31, 2009 (Unaudited) |
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| December 31, 2008 (Audited) |
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ASSETS |
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Current assets |
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Cash |
| $ | –– |
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| $ | –– |
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TOTAL CURRENT ASSETS |
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| –– |
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| –– |
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TOTAL ASSETS |
| $ | –– |
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| $ | –– |
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LIABILITIES & STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable – related party |
| $ | 31,752 |
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| $ | 26,031 |
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Convertible notes payable – related party, in default |
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| 484,458 |
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| 484,458 |
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Interest payable – related party |
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| 438,637 |
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| 426,526 |
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TOTAL CURRENT LIABILITIES |
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| 954,847 |
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| 937,015 |
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Stockholders' Deficit |
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Preferred stock |
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500,000 shares authorized, $.001 par value, no shares issued |
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| –– |
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| –– |
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Common stock |
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50,000,000 shares authorized, $0.001 par value, 18,317,000 shares issued and outstanding at March 31, 2009 and December 31, 2008 |
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| 18,317 |
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| 18,317 |
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Additional paid-in capital |
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| 2,163,509 |
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| 2,163,509 |
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Accumulated deficit |
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| (2,753,538 | ) |
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| (2,753,538 | ) |
Accumulated deficit during development stage |
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| (383,135 | ) |
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| (365,303 | ) |
TOTAL STOCKHOLDERS' DEFICIT |
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| (954,847 | ) |
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| (937,015 | ) |
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TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT |
| $ | –– |
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| $ | –– |
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See accompanying notes to the condensed financial statements.
3
One eCommerce Corporation
(A Development Stage Company)
Statements of Operations
(unaudited)
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| For the year Ended March 31, 2009 |
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| For the year ended March 31, 2008 |
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| From December 31, 2001 (Inception) Through March 31, 209 |
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REVENUE |
| $ | –– |
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| $ | –– |
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| $ | –– |
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OPERATING EXPENSES |
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General and administrative |
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| 5,721 |
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| –– |
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| 31,902 |
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Total Operating Expenses |
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| 5,721 |
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| –– |
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| 31,902 |
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LOSS FROM OPERATIONS |
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| (5,721 | ) |
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| –– |
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| (31,902) | ) |
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OTHER INCOME (EXPENSE) |
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Other Income |
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| –– |
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| –– |
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Interest Expense |
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| (12,111 | ) |
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| (12,111 | ) |
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| (351,233 | ) |
Total Other Income (Expense) |
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| (12,111 | ) |
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| (12,111 | ) |
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| (351,233 | ) |
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LOSS BEFORE INCOME TAXES |
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| (17,832 | ) |
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| (12,111 | ) |
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| (383,135 | ) |
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INCOME TAX EXPENSE |
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| –– |
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| –– |
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| –– |
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NET LOSS |
| $ | (17,832 | ) |
| $ | (12,111 | ) |
| $ | (383,135 | ) |
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NET LOSS PER SHARE, |
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BASIC AND DILUTED |
| $ | –– |
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| $ | –– |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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BASIC AND DILUTED |
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| 18,317,200 |
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| 18,317,200 |
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See accompanying notes to the condensed financial statements
4
One eCommerce Corporation
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
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| For the quarter Ended March 31, 2009 |
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| For the quarter ended March 31, 2008 |
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| From December 31, 2001 (Inception) Through March 31, 209 |
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Cash flows from operating activities: |
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Net profit/loss |
| $ | (17,832) |
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| $ | (12,111) |
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| $ | (383,135) |
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Adjustment to reconcile net loss |
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Changes in assets and liabilities: |
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Increase (decrease) accounts payable – related party |
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| 5,721 |
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| –– |
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| 344,993 |
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Increase (decrease) interest payable – related party |
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| 12,111 |
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| 12,111 |
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| 38,142 |
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Net cash used in operating activities |
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| –– |
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| –– |
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| –– |
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Cash flows from investing activities: |
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| –– |
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| –– |
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| –– |
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Cash flows from financing activities: |
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| –– |
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| –– |
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| –– |
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Net increase (decrease) in cash |
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| –– |
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| –– |
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| –– |
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Cash, beginning of period |
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| –– |
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| –– |
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| –– |
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Cash, end of period |
| $ | –– |
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| $ | –– |
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| $ | –– |
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Supplemental Cash Flow Information: |
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Cash paid for interest |
| $ | –– |
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| $ |
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| $ |
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Cash paid for income taxes |
| $ | –– |
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| $ | –– |
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| $ | –– |
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See accompanying notes to the condensed financial statements
5
One eCommerce Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 – NATURE OF BUSINESS
Nature of Business
One eCommerce Corporation (the “Company”) was organized under the laws of the State of Nevada on September 14, 1994, under the name Arianne Co. The Company changed its name on March 30, 1999 to One eCommerce Corporation in connection with the acquisition of One Commerce Corporation on March 30, 1999 and an associated reverse merger and forward stock split.
One Commerce Corporation was founded in 1995 and was headquartered in central Texas. In 1999, the Company acquired One Commerce Corporation, One Commerce Corporation’s wholly owned subsidiary, Corridor Technologies, Inc. (incorporated within the state of Texas), Corridor Voice & Data Services, LLC and Corridor Telecom, LLC (both limited liability companies having been registered in the state of Texas). One Commerce Corporation also had been known formerly by doing business as Altcomm.
The business of the Company was carried out through its Texas subsidiary, One Commerce Corporation. None of the subsidiaries of One eCommerce Corporation was active after December 31, 2000.
During 2000, the subsidiaries of One Commerce Corporation (Corridor Technologies, Inc., Corridor Voice & Data Services, LLC and Corridor Telecom, LLC) ceased to do business, or never did any business, and were dissolved at the direction of the Company’s board of director’s.
As a result of unfavorable business conditions, One Commerce Corporation (as debtor) filed for Chapter 7 bankruptcy in the Western District of Texas (Austin) on April 23, 2001. One Commerce Corporation was discharged on October 25, 2001. There were no assets transferred nor were any payments made on the outstanding shareholder notes as the debtor had no assets at the time of filing. As a result, the Company was forced to write off all of its investment in One Commerce Corporation in 2001.
The accompanying interim financial statements have been prepared by management without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, in accordance with the accounting policies described in our Annual Report on Form 10-Q for the quarter ended March 31, 2009, and reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the interim period on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a normal recurring nature. The condensed financial statements include the accounts of One eCommerce Corporation (“ONCE”, “we”, “our” or the “Company”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. These condensed financial statements should be read in conjunction with the audited financial statements and related notes included in our Annual Report on Form 10K for the year ended December 31, 2008.
NOTE 2 – DEVELOPMENT STAGE ACTIVITIES
Since coming out of bankruptcy at the close of the 2001 calendar year, the Company has been in the development stage and has not realized any significant revenue from operations. It is primarily engaged in pursuing a merger or other acquisition with an unidentified company or companies.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management’s Estimates
The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
6
One eCommerce Corporation
(A Development Stage Company)
Notes to Financial Statements
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturity of three months or less when purchased to be cash equivalents.
Loss per Common Share
The Company applies SFAS No. 128, "Earnings per Share," which requires two presentations of earnings (loss) per share-"basic" and "diluted." Basic earnings (loss) per share is computed by dividing income or loss available to common stockholders by the weighted-average number of common shares issued and outstanding for the period. The computation of diluted earnings (loss) per share is similar to basic earnings per share, except that the weighted average number of common shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. For the quarters ended March 31, 2009 and 2008, the 30,573,664 potential common stock shares to be issued upon conversion of the notes payable to a stockholder (see Note 5) have not been included in the determination of loss per share because the effect would be anti-dilutive.
Recent Accounting Pronouncements
In May 2008, the FASB issued Statement of Financial Accounting Standards (”SFAS”) No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.” SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of SFAS 163 did not have a material impact on the Company’s financial condition or results of operation.
On May 5, 2008, Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles, or SFAS 162, was issued. This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with GAAP in the U.S. The adoption of this standard did not impact the presentation of the Company’s financial position or results of operations.
NOTE 4 - GOING CONCERN
The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. However, the Company has suffered recurring losses from operations and currently has no revenue or assets.
The Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In this regard, the Company’s Management may raise any necessary additional funds through loans, additional sales of its common stock, or through the possible acquisition of other companies. There is no assurance that the Company will be successful in raising additional capital.
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One eCommerce Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 – NOTES PAYABLE TO STOCKHOLDER
The Company is currently indebted to John B. Welch, Chairman of the Board of Directors of the Company, per the schedule of notes below.
Issue Date |
| Interest Rate |
| Maturity Date |
| Conversion Rate |
| Amount |
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December 31, 1999 |
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| 10% |
| December 31, 2000 |
| $ | 0.1000 |
| $ | 190,010 |
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December 31, 1999 |
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| 10% |
| December 31, 2000 |
| $ | 0.1000 |
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| 72,580 |
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April 27, 2000 |
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| 10% |
| July 27, 2000 |
| $ | 0.0054 |
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| 98,168 |
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May 16, 2000 |
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| 10% |
| July 27, 2000 |
| $ | 0.1000 |
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| 75,000 |
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July 19, 2000 |
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| 10% |
| September 19, 2000 |
| $ | 0.0054 |
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| 33,700 |
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September 28, 2000 |
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| 10% |
| December 28, 2000 |
| $ | 0.0054 |
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| 15,000 |
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| $ | 484,458 |
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In the event he elects to exercise his conversion rights under the various notes, the potential additional shares to be issued would be dilutive to the existing shares outstanding by an additional 30,573,664 shares. The notes are all unsecured demand notes with maturity dates in 2000 and they are all in a state of default. As of March 31, 2009, Mr. Welch has not demanded to accelerate immediate payment of these notes. Interest has accrued since the issuance of these notes and as of March 31, 2009, and December 31, 2008, an aggregate accrued interest amount of $438,637 and $426,526, respectively, is due and payable. While the notes carry the same conversion option for the accrued interest as for the principal amount of each note, Mr. Welch has agreed to waive the conversion option for the accrued interest.
NOTE 6 – STOCKHOLDER’S EQUITY TRANSACTIONS
Since December 31, 2008, there have been no stockholder equity transactions.
NOTE 7 – CORPORATE OVERHEAD
Since emerging from bankruptcy in 2001 (see Note 1), the Company has not been charged corporate overhead for service performed by its two officers, for office rent, professional fees and other administrative expenses.
8
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The accompanying interim financial statements have been prepared by management without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, in accordance with the accounting policies described in our Annual Report on Form 10-Q for the quarter ended March 31, 2009, and reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the interim period on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a normal recurring nature. The condensed financial statements include the accounts of One eCommerce Corporation (“ONCE”, “we”, “our” or the “Company”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. These condensed financial statements should be read in conjunction with the audited financial statements and related notes included in our Annual Report on Form 10K for the year ended December 31, 2008.
GENERAL
One eCommerce Corporation (The Company) was originally incorporated on September 14, 1994, under the laws of the State of Nevada.
The company has had no material business since the cessation of the operations of its wholly owned subsidiary, One Commerce Corporation at the end of 2001. Since coming out of bankruptcy at the close of the 2001 calendar year, the Company has been in the development stage and has not realized any significant revenue from operations. It is primarily engaged in pursuing a merger or other acquisition with an unidentified company or companies.
RESULTS OF OPERATIONS
The Company had no revenue in since inception (December 31, 2001). During the three months ended March 31, 2009 and 2008, general and administrative expenses totaled $5,721 and $0, respectively. General and administrative expenses in 2009, specifically accounting fees and other fees related to SEC filings, were paid directly to the service provides by the Company's officers in the form of check or wire transfer. We recorded these payments, as accounts payable - related party.
PLAN OF OPERATIONS
The Company's current purpose is to seek, investigate and, if such investigation warrants, merge or acquire an interest in business opportunities presented to it by persons or companies who or which desire to seek the perceived advantages of a Securities Exchange Act of 1934 registered corporation. As of the date of this filing, the Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition, and neither the Company's officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between the Company and such other company.
Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution.
LIQUIDITY AND CAPITAL RESOURCES
It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.
9
Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.
The Company's need for capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURESS ABOUT MARKET RISK
None.
ITEM 4T.
CONTROLS AND PROCEDURES.
As of the end of the period covered by this quarterly report on Form 10-Q, the Company’s Chief Executive Officer and President conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s Chief Executive Officer and President concluded that the Company’s disclosure controls and procedures are ineffective due to the limited resources of the Company.
10
PART II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
As of March 31, 2009 and for the three months prior, the company was not a party to any legal proceedings.
ITEM 1A.
RISK FACTORS.
There have been no material changes to our risk factors as previously disclosed in our most recent 10-K filing
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5.
OTHER INFORMATION
None
ITEM 6.
EXHIBITS
Exhibit No. |
| Description |
| Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
May 11, 2009 | One eCommerce Corporation | |
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| By: | /s/ HARRY NASS |
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| Harry Nass President and Chief Executive Officer |
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12