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Update to Shareholders
The record
date of 1/5/04 established the amount of outstanding
ECEC shares that are entitled to receive ACH spin
off shares, which is 49,955,112. Therefore, if the
Company issued additional new shares after that date
they would not be entitled to any spin off shares.
The NASDAQ memo,
posted above, states that until the day the SEC
rules our SB-2 filing effective, any of the original
49,955,112 ECEC shares traded will entitle the new
owner to the ACH spin off shares. Otherwise, the
spin off shares follow the ECEC shares of 1/5/04
until the registration’s effective date is set by
the SEC.
The ACH spin off shares
must be registered in order for them to become free
trading. The ACH spin-off shares were registered
with the ACH's Form10SB which was ruled effective on
July 24, 2004. ACH will not file a 15c-211 until
the ACH SB-2 is ruled effective. We are now
preparing and will file shortly, with the SEC, a
Form SB-2 registration statement for this purpose.
In addition to preparing the registration statement,
the filing includes an audit, legal review and
opinion, then we will be issued a CUSIP number. At
that time, we will have a 15c-211 filed and receive
a trading symbol. New ACH stock certificates can’t
be printed until we get our number and symbol. The
transfer agent will then distribute the stock.
Looking Ahead
These spin offs will
bring additional value to all ECEC shareholders when
completed. Not only will each new spin off company
be an additional holding for every shareholder, as
you will still maintain your ECEC stock, but as an
additional benefit the Company is applying to the
IRS for the transaction to be treated as a tax-free
dividend.
We will also be applying for listing on the
American Stock Exchange (AMEX), as soon as we can
qualify, which incidentally requires a minimum stock
price of $3.00 per share. As you can see there are
many steps that we must take, so again, we ask all
investors to be patient as the spin off plan was
undertaken for your benefit. Fractional shares, if
any, may be paid to you in cash if a reverse split
is involved.
The first ECEC spin off company, USA SportsNet (USASN),
is already underway and has since acquired American
Capital Holdings, Inc. (ACH). The spin off company
will assume the name American Capital Holdings, Inc.
This means that your original spin off shares of
USASN will now become ACH shares to be issued to
each shareholder based on a one share of ACH for
every twenty shares of USASN (or ECEC) owned. More
news will be forthcoming soon on the next spin off,
which involves the acquisition of Freedom 4
Wireless. The shareholder Date of Record for this
transaction has been set for February 23, 2004.
Presently the Company
has five (5) spin off transactions planned. There
could, however, be several more transactions for the
benefit of all shareholders.
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American Capital Holdings Introduces "GPICS"
Company to offer a $250,000,000 guaranteed
security
investment program with the principal
investment insured
"GPICS"
Guaranteed Principal Investment Convertible
Securities
Breaking New
Ground
With "No Risk" Investing
American Capital
Holdings has designed a
revolutionary new investment concept which offers
four unbelievable features; convertible debenture,
warrants, common stock and a standby letter of
credit. A new spectacular investment vehicle!
GPICS
is a creative way for investors to invest
with security of knowing that regardless of the
outcome, their principal investment is insured
against loss.
An investment vehicle originally created for
insurance companies which would allow them the
ability to invest in oil and gas development in the
continental United States while simultaneously
allowing the company the ability to book the
investment against their underlying regulator
capital requirements.
Historically most financial structures in oil and
gas investment partnerships had difficulty in
meeting the various regulatory requirements.
Although designed for institutional investors, it is
now also available for private investors.
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eCom eCom.com and
American Capital
Holdings
Develop Growth Opportunity
eCom's business model was revised with the intention
of spinning off its subsidiaries for the benefit of
our shareholders. Shares of all new companies will
be granted to eCom shareholders on a pro rata basis
as each date of record occurs. These dates will be
released as they become available.
eCom shareholders of
record will receive new shares of each spin off
without relinquishing their eCom Stock
eCom eCom already has two firm and three pending
agreements for spin off - merger transactions. The
firm agreements involve USA Sportsnet
with an acquisition of American Capital
Holdings (now completed) and MyZipSoft with an
acquisition of Freedom 4 Wireless. Closing documents
should be finalized shortly.
The three pending transactions are between USAS
Digital Company and Smart Pill Diagnostics; ProCard
Company and Cornerstone Energy Partners; also AAB
Corp and 21st Century Exploration Corp.
Each New Spin Off
Company
Will Apply For Listing on the
American Stock Exchange
Creating Shareholder Value
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