form10q.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
Form
10-Q
Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
One
e Commerce Corporation
(Exact
name of small business issuer as specified in its charter)
Nevada 87-0531751
(State of
incorporation) (Employer
IRS Number)
One
Clyde Street, Golf,
Illinois, 60029-0083
(Address
of principal executive
offices) (Zip
Code)
(312)
983-8980
(Registrant's
telephone number)
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 [X] No [ ]
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.
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Large
accelerated filer
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Accelerated
filer
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Smaller
reporting company [X]
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [] No [X]
As of
June 30, 2008, there were 18,317,200 shares of the issuer’s common stock
outstanding.
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
ITEM
1.
FINANCIAL STATEMENTS
Balance
Sheets as of June 30, 2008 (Unaudited) and December 31, 2007
(Audited)
Statements
of Operations for periods ended June 30, 2008 and 2007 (Unaudited)
Statements
of Cash Flows for periods ended June 30, 2008 and 2007 (Unaudited)
Notes to
Financial Statements (Unaudited)
ITEM
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
ITEM
3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM
4T. CONTROLS AND
PROCEDURES
PART
II - OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
ITEM
1A. RISK
FACTORS
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM
5. OTHER
INFORMATION
ITEM
6. EXHIBITS
SIGNATURES
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.
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements (unaudited)
One
eCommerce Corporation
Balance
Sheets
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June
30, 2008
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December
31, 2007
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(unaudited)
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(audited)
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Current
Assets
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Cash
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$ |
- |
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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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$ |
- |
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Liabilities and
Stockholders' Equity (Deficit)
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Current
Liabilities
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Notes
payable - stockholder (Note 4)
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$ |
484,458 |
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$ |
484,458 |
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Accrued
interest payable - stockholder
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402,302 |
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378,080 |
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Total
current liabilities
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886,760 |
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862,538 |
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Stockholders'
Equity (Deficit)
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Preferred
Stock: $.001 par value, 500,000 shares authorized, no shares
isued
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- |
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- |
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Common
stock: $.001 par value, 50,000,000 shares authorized,
18,317,200 shares issued and outstanding at June 30, 2008 and December 31,
2007.
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18,317 |
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18,317 |
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Additional
paid-in capital
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2,163,509 |
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2,163,509 |
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Retained
deficit
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(3,068,586 |
) |
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(3,044,364 |
) |
Total
Stockholder's Equity (Deficit)
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(886,760 |
) |
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(862,538 |
) |
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Total
Liabilities & Stockholder's equity (deficit)
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$ |
- |
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$ |
- |
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See
accompanying notes to the financial statements.
One
eCommerce Corporation
Statements
of Operations
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For
the Three Months ended June 30,
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For
the Six Months ended June 30,
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2008
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2007
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2008
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2007
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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Revenues
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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Expenses
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- |
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$ |
150 |
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$ |
- |
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$ |
150 |
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Income
(loss) from operations
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- |
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(150 |
) |
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$ |
- |
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(150 |
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Other
income (expenses):
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Interest
expense
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(12,111 |
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(12,111 |
) |
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$ |
(24,222 |
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$ |
24,223 |
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Loss
before income taxes
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(12,111 |
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(12,261 |
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(24,222 |
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(24,373 |
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Provision
for (benefit from) income taxes
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- |
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- |
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- |
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- |
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Net
loss
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$ |
(12,111 |
) |
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$ |
(12,261 |
) |
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$ |
(24,222 |
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$ |
(24,373 |
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Basic
and diluted loss per share
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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Basic
and diluted weighted average shares outstanding
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18,317,200 |
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21,793,574 |
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18,317,200 |
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34,907,532 |
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See
accompanying notes to the financial statements.
One
eCommerce Corporation
Statements
of Cash Flows
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For
the Six Months Ended
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June 30, 2008
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June 30, 2007
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Cash
Flows from Operating Activities:
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(unaudited)
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(unaudited)
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Net
Loss
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$ |
(24,222 |
) |
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$ |
(24,373 |
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Adjustments
to reconcile net loss to net cash provided by operating
activities
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Accrued
interest payable
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24,222 |
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24,373 |
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Net
cash flows from operating activities
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- |
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- |
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Cash
Flows from Investing Activity:
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Net
cash flows from investing activities
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- |
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- |
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Cash
Flows from Financing Activity:
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Net
cash flows from financing activities
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- |
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- |
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Increase
(decrease) in cash
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- |
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- |
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Cash
at beginning of year
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- |
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- |
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Cash
at end of year
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$ |
- |
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$ |
- |
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Supplemental
cash flow information:
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Interest
paid
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$ |
- |
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$ |
- |
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Income
taxes paid
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$ |
- |
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$ |
- |
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See
accompanying notes to the 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.
The
Company has had no material business activities since the cessation of the
operations of its wholly owned subsidiary, One Commerce Corporation, at the end
of 2001. Prior to 2001, the Company did have substantive operations
and revenues and, accordingly, the Company has not been reflected as a
development stage enterprise in the accompanying financial
statements.
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 year ended December 2007, 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 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 financial statements should be read in conjunction with the
audited financial statements and related notes included in our Annual Report on
Form 10 for the year ended December 31, 2007.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management’s
Estimates
The
preparation of 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 financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
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.
Deferred
Income Taxes
Deferred
income taxes are provided based on the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes”, to reflect the tax
effect of differences in the recognition of revenues and expenses between
financial reporting and income tax purposes based on the enacted tax laws in
effect at that time.
As of
December 31, 2007, the Company had available approximately $2,666,284 of net
operating loss carry forwards to reduce future Federal income taxes. The company
has Federal tax returns due for prior periods but no accrued tax
liability. No deferred tax asset has been recorded for these net
operating loss carry forwards as of December 31, 2007 and 2006, due to the
uncertainty surrounding their realizations as a result of the Company’s
recurring losses.
These net
operating loss carry forwards would have limited value to the Company in the
event of a material change in control or ownership and all such losses are
subject to the Internal Revenue Service Code which limit their applicability in
the event ownership and control changes.
Fair
Value of Financial Instruments
At June
30, 2008 and December 31, 2007, the carrying amounts of the Company’s notes
payable to stockholder do not approximate fair value.
NOTE
3 - GOING CONCERN
The
accompanying 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 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.
NOTE
4 – 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. 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 June 30, 2008, Mr. Welch has not demanded to
accelerate immediate payment of these notes. Interest has accrued since the
issuance of these notes and as of June 30, 2008 and December 31, 2007, an
aggregate accrued interest amount of $402,302 and $378,080, 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.
Issue
Date
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|
Interest Rate
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Maturity Date
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Conversion Rate
|
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Amount
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December
31, 1999
|
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|
10 |
% |
December
31, 2000
|
|
$ |
0.1000 |
|
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$ |
190,010 |
|
December
31, 1999
|
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|
10 |
% |
December
31, 2000
|
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$ |
0.1000 |
|
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|
72,580 |
|
April
27, 2000
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|
10 |
% |
July
27, 2000
|
|
$ |
0.0054 |
|
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|
98,168 |
|
May
16, 2000
|
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|
10 |
% |
July
27, 2000
|
|
$ |
0.1000 |
|
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|
75,000 |
|
July
19, 2000
|
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|
10 |
% |
September
19, 2000
|
|
$ |
0.0054 |
|
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|
33,700 |
|
September
28, 2000
|
|
|
10 |
% |
December
28, 2000
|
|
$ |
0.0054 |
|
|
|
15,000 |
|
|
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|
|
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|
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$ |
484,458 |
|
NOTE
5 – STOCKHOLDER’S EQUITY TRANSACTIONS
Since
December 31, 2007, there have been no stockholder equity
transactions.
NOTE
6 – CORPORATE OVERHEAD
Since
2001, the Company has not been charged corporate overhead for service performed
by its two officers, for office rent, professional fees and other administrative
expenses.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
GENERAL
One
eCommerce Corporation (The Company) was originally incorporated on September 14,
1994, under the laws of the State of Nevada.
There is
limited trading activity on the Company’s common shares which are quoted
over-the-counter on the “Pink Sheets.” The Company’s symbol is
ONCE.PK
The
Company has had no operations, assets, or, new liabilities since 2001 and
accordingly is a “shell company” that is, a development stage company that has
no specific business plan or purpose or has indicated that its business plan is
to engage in a merger or other acquisition with an unidentified company or
companies, or other entity or person. As the Company had previously
been an operating company and had ceased to be a development stage company it is
not being reported as a development stage company for financial reporting
purposes.
The
Company's current principal business activity is to seek a suitable reverse
acquisition candidate through acquisition, merger or other suitable business
combination method. As a "reporting company," the Company may be more attractive
to a private acquisition target because its common stock may thereby be quoted
on the OTC Bulletin Board.
EMPLOYEES
The
Company currently has no employees. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities.
RESULTS
OF OPERATIONS
The
Company had no revenue in the first six months of 2008 and in 2007; and no
general and administrative expenses in the first six months of 2008 and only
$150 in 2007.
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.
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.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company's business and plan of operation is subject to numerous risk factors,
including, but not limited to, the following:
LIMITED
OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS
The
Company has had no operating history nor any revenues or earnings from
operations since 2000. The Company has no assets or financial resources. The
Company will, in all likelihood, continue to sustain operating expenses without
corresponding revenues at least until the consummation of a business
combination. This will most likely result in the Company incurring a net
operating loss which will increase continuously until the Company can consummate
a business combination with a target company. There is no assurance that the
Company can identify such a target company and consummate such a business
combination.
THERE
IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS FOR A
BUSINESS COMBINATION
The
Company has no current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity. There can
be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. No particular industry or specific business within an industry has
been selected for a target company. The Company has not established a specific
length of operating history or a specified level of earnings, assets, net worth
or other criteria which it will require a target company to have achieved, or
without which the Company would not consider a business combination with such
business entity.
Accordingly,
the Company may enter into a business combination with a business entity having
no significant operating history, losses limited or no potential for immediate
earnings, limited assets, negative net worth or other negative characteristics.
There is no assurance that the Company will be able to negotiate a business
combination on terms favorable to the Company.
NO
ASSURANCE OF SUCCESS OR PROFITABILITY
There is
no assurance that the Company will acquire a favorable business opportunity.
Even if the Company should become involved in a business opportunity, there is
no assurance that it will generate revenues or profits, or that the market price
of the Company's outstanding shares will be increased thereby.
TYPE
OF BUSINESS ACQUIRED
The type
of business to be acquired may be one that desires to avoid affecting its own
public offering and the accompanying expense, delays, uncertainties, and federal
and state requirements which purport to protect investors. Because of the
Company's limited capital, it is more likely than not that any acquisition by
the Company will involve other parties whose primary interest is the acquisition
of control of a publicly traded Company. Moreover, any business opportunity
acquired may be currently unprofitable or present other negative
factors.
LACK
OF DIVERSIFICATION
Because
of the limited financial resources that the Company has, it is unlikely that the
Company will be able to diversify its acquisitions or operations. The Company's
probable inability to diversify its activities into more than one area will
subject the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company’s
operations.
ONLY
TWO DIRECTORS AND OFFICERS
Because
management consists of only two people while seeking a business combination;
John Welch, the company’s Chairman and Harry Nass, the Company’s President, they
will be the only two persons responsible in conducting the day-to-day operations
of the Company. The Company does not benefit from multiple judgments that a
greater number of directors or officers would provide, and the Company will rely
completely on the judgment of its two officers and directors when selecting a
target company. Mr. Welch and Mr. Nass anticipate devoting only a limited amount
of their time per month to the business of the Company. Neither Mr. Welch nor
Mr. Nass has entered into a written employment agreement with the Company and
they are not expected to do so. The Company does not anticipate obtaining key
man life insurance on Mr. Welch nor Mr. Nass. The loss of the services of Mr.
Welch or Mr. Nass would adversely affect development of the Company's business
and its likelihood of continuing operations.
DEPENDENCE
UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT
The
Company will be entirely dependant upon the experience of its officers and
directors in seeking, investigating, and acquiring a business and in making
decisions regarding the Company's operations. Because investors will not be able
to evaluate the merits of possible future business acquisitions by the Company,
they should critically assess the information concerning the Company's officers
and directors.
CONFLICTS
OF INTEREST
Certain
conflicts of interest exist between the Company and its officers and directors.
Mr. Welch and Mr. Nass have other business interests to which they currently
devote attention and it is expected they will continue to do so. As a result,
conflicts of interest may arise that can be resolved only through their exercise
of judgment in a manner which is consistent with their fiduciary duties to the
Company (See Dependence upon Management; Limited Participation of
Management).
It is
anticipated that the Company’s two principal shareholders may actively negotiate
or otherwise consent to the purchase of a portion of their common stock as a
condition to, or, in connection with, a proposed merger or acquisition
transaction. In this process, the Company's principal shareholders may consider
their own personal pecuniary benefit rather than the best interest of other
Company shareholders. Depending upon the nature of a proposed transaction,
Company shareholder other than the principal shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.
POSSIBLE
NEED FOR ADDITIONAL FINANCING
The
Company has very limited funds, and such funds, may not be adequate to take
advantage of any available business opportunities. Even if
the Company's currently available funds prove to be sufficient to pay
for its operations until it is able to acquire an interest in, or complete a
transaction with, a business opportunity, such funds will clearly not
be sufficient to enable it to exploit the opportunity. Thus, the
ultimate success of the Company will depend, in part, upon its availability to
raise additional capital. In the event that the Company requires modest amounts
of additional capital to fund its operations until it is able to complete a
business acquisition or transaction, such funds, are expected to be provided by
the two principal shareholders. However, the Company has not investigated the
availability, source, or terms that might govern the acquisition of the
additional capital which is expected to be required in order to exploit a
business opportunity, and will not do so until it has determined the level of
need for such additional financing. There is no assurance that additional
capital will be available from any source or, if available, that it can be
obtained on terms acceptable to the Company. If not available, the Company’s
operations will be limited to those that can be financed with its modest
capital.
DEPENDENCE
UPON OUTSIDE ADVISORS
To
supplement the business experience of its officer and director, the Company may
be required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. The selection of any such advisors will be made
by the Company's officers, without any input by shareholders. Furthermore, it is
anticipated that such persons may be engaged on an as needed basis without a
continuing fiduciary or other obligation to the Company. In the event the
officers of the Company consider it necessary to hire outside advisors, they may
elect to hire persons who are affiliates, if those affiliates are able to
provide the required services.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
None.
ITEM
4T. CONTROLS AND PROCEDURES
The
Company has established disclosure controls and procedures to ensure that
material information relating to the Company is made known on a timely basis to
the officers who certify its financial reports and the Company’s board of
directors. Based on their evaluation as of June 30, 2008, the principal
President and the Chairman of the Company have concluded that the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) are effective to ensure that the
information required to be disclosed by the Company in the reports that it files
or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms.
Changes
in Internal Control Over Financial Reporting
There
were no changes to internal controls over financial reporting that occurred
during the six months ended June 30, 2008, that have materially affected, or are
reasonably likely to materially impact our internal controls over financial
reporting.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
As of
June 30, 2008 and for the six months prior, the company was not a party to any
legal proceedings.
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
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.
August
14,
2008 One
eCommerce Corporation
By:
/s/ Harry
Nass
Harry Nass
President
and Chief Executive Officer