# IN THE UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF FLORIDAWEST PALM BEACH DIVISION

| **In re:  eCOMeCOM.COM, INC.,                  Debtor.**

** ** | **Chapter 11  Case No. 04-35435-BKC-SHF** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------|

**DISCLOSURE STATEMENT FOR JOINT PLAN OFREORGANIZATION OF DEBTOR AND AMERICAN CAPITAL HOLDINGS, INC.**

**KLUGER, PERETZ, KAPLAN & BERLIN, P.L.**Michael D. Seese  201 South Biscayne Boulevard17th FloorMiami, Florida 33131Telephone:       (305) 379-9000Facsimile:        (305) 379-3428Counsel for Debtor

         - and -

**SCHIFF HARDIN LLP**Michael Yetnikoff6600 Sears TowerChicago, Illinois 60606Telephone:      (312) 258-5500Facsimile:      (312) 258-5600Counsel for American Capital Holdings, Inc.

Dated:  August 25, 2006

DISCLAIMER:

THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT (THE"DISCLOSURE STATEMENT") AND EXHIBITS HERETO RELATES TO THE DEBTOR'S PLAN OFREORGANIZATION (AS IT MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED), ANDMAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ONSUCH PLAN.  NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS,OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURESTATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE PLAN.

ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS DISCLOSURESTATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THEPLAN.  SUMMARIES OF THE PLAN AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENTARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN, OTHER EXHIBITSANNEXED OR REFERRED TO HEREIN AND IN THE PLAN.

THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH11 U.S.C. Sec. 1125 AND RULE 3016(c) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE(THE "BANKRUPTCY RULES") AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL ORSTATE SECURITIES LAWS OR OTHER LAWS GOVERNING DISCLOSURE OUTSIDE THE CONTEXT OFTHE BANKRUPTCY CODE.  NEITHER THE SECURITIES TO BE DISTRIBUTED NOR THISDISCLOSURE STATEMENT HAS BEEN APPROVED OR DISAPPROVED BY THE SECURITIES ANDEXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES COMMISSION, NOR HAS THESEC APPROVED OR DISAPPROVED OF THE ACCURACY OR ADEQUACY OF THE STATEMENTSCONTAINED HEREIN.

AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHERACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT AND APPENDICES HERETOWILL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY,STIPULATION, OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENTNEGOTIATIONS.  THIS DISCLOSURE STATEMENT WILL NOT BE ADMISSIBLE IN ANYNONBANKRUPTCY PROCEEDING NOR WILL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ONTHE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERSOF CLAIMS AGAINST OR EQUITY INTERESTS IN THE DEBTOR.

NO PARTY IS AUTHORIZED TO PROVIDE TO ANY OTHER PARTY ANYINFORMATION CONCERNING THE PLAN OTHER THAN THE CONTENTS OF THIS DISCLOSURESTATEMENT.  THE DEBTOR HAS NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THEDEBTOR'S OR THE VALUE OF ITS PROPERTY OTHER THAN THOSE SET FORTH IN THISDISCLOSURE STATEMENT.  HOLDERS OF CLAIMS AND EQUITY INTERESTS SHOULD NOT RELYON ANY INFORMATION, REPRESENTATIONS OR INDUCEMENTS MADE TO OBTAIN YOURACCEPTANCE OF THE PLAN THAT ARE OTHER THAN, OR INCONSISTENT WITH, THEINFORMATION CONTAINED HEREIN AND IN THE PLAN.

CERTAIN OF THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENTARE FORWARD-LOOKING PROJECTIONS AND FORECASTS BASED UPON CERTAIN ESTIMATES ANDASSUMPTIONS.  THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVEOF ACTUAL OUTCOMES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THEPROJECTIONS AND FORECASTS SET FORTH HEREIN.  NOTHING CONTAINED IN THISDISCLOSURE STATEMENT, EXPRESS OR IMPLIED, IS INTENDED TO GIVE RISE TO ANYCOMMITMENT OR OBLIGATION OF THE DEBTOR OR WILL CONFER UPON ANY PERSON ANYRIGHTS, BENEFITS OR REMEDIES OF ANY NATURE WHATSOEVER.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADEONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTSCONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF.  NEITHERTHE DELIVERY OF THIS DISCLOSURE STATEMENT NOR THE CONFIRMATION OF THE PLAN WILLCREATE ANY IMPLICATION, UNDER ANY CIRCUMSTANCES, THAT THE INFORMATION CONTAINEDIN THIS DISCLOSURE STATEMENT IS CORRECT AT ANY TIME AFTER THE DATE HEREOF ORTHAT THE DEBTOR WILL BE UNDER ANY OBLIGATION TO UPDATE SUCH INFORMATION IN THEFUTURE.

ANY PROJECTIONS PROVIDED IN THIS DISCLOSURE STATEMENT HAVE BEENPREPARED BY THE DEBTOR'S MANAGEMENT.  ANY PROJECTIONS, WHILE PRESENTED WITHNUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES ANDASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE AT THE TIME THEY WERE MADE, MAYNOT BE ACHIEVED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC,COMPETITIVE, INDUSTRY, REGULATORY, MARKET AND FINANCIAL UNCERTAINTIES ANDCONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTOR'S CONTROL.  THE DEBTORCAUTIONS THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESEPROJECTIONS OR TO THE DEBTOR'S ABILITY TO ACHIEVE THE PROJECTED RESULTS.  SOMEASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE.  FURTHER, EVENTS AND CIRCUMSTANCESOCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE PREPARED MAYBE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED,AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLYADVERSE OR MATERIALLY BENEFICIAL MANNER.  THE PROJECTIONS, THEREFORE, MAY NOTBE RELIED UPON AS A GUARANTY OR OTHER ASSURANC E OF THE ACTUAL RESULTS THATWILL OCCUR.

**THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED ORDISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR HAS THECOMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINEDHEREIN.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.**

 

**ARTICLE I.****INTRODUCTION**

eComeCom.com, Inc. ("eCom" or the "Debtor"), debtor inpossession in this Chapter 11 Case, and American Capital Holdings, Inc. ("ACH")submit this Disclosure Statement pursuant to section 1125 of the Code toholders of Claims against and Equity Interests in the Debtor in connection with(i) the solicitation of acceptances of the Joint Plan of Reorganization ofDebtor and ACH dated August 11, 2006 (as amended, supplemented or otherwisemodified, the "Plan"), filed by the Debtor with the United States BankruptcyCourt for the Southern District of Florida, West Palm Beach Division (the "Court")and (ii) the hearing to consider confirmation of the Plan (the "ConfirmationHearing") scheduled for ____________ (EasternTime).  Unless otherwise defined herein, all capitalized terms contained hereinhave the meanings ascribed to them in the Plan.

**A. **              ****General**
On November 29, 2004, an involuntary petition was filedagainst 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 managementof its business as a debtor in possession pursuant to sections 1107 and 1108 ofthe Code.

Chapter 11 is the principal business reorganizationchapter of the Code.  Under Chapter 11, a debtor is authorized to reorganizeits business for the benefit of itself, its creditors and equity interestholders.  In addition to permitting rehabilitation of a debtor, another goal ofchapter 11 is to promote equality of treatment for similarly situated creditorsand similarly situated equity interest holders with respect to the distributionof a debtor's assets.

The commencement of a chapter 11 case creates an estatethat is comprised of all of the legal and equitable interests of the debtor asof the filing date.  The Code provides that the debtor may continue to operateits business and remain in possession of its property as a "debtor inpossession".

The consummation of a plan of reorganization is theprincipal objective of a chapter 11 reorganization case.  A plan ofreorganization sets forth the terms for satisfying claims against and equity interestsin a debtor.  Upon confirmation of a plan of reorganization, the plan isbinding upon a debtor, any issuer of securities under the plan, any personacquiring property under the plan and any creditor or equity interest holder ofa debtor.  Subject to certain limited exceptions, the confirmation orderdischarges a debtor from any debts that arose prior to the date of confirmationof the plan and substitutes the obligations specified under the confirmed plan.

After a plan of reorganization has been filed, holders ofcertain claims against or equity interests in a debtor are permitted to vote toaccept or reject the plan.  Before soliciting acceptances of the proposed plan,however, section 1125 of the Code requires a debtor to prepare a disclosurestatement in accordance with, and containing adequate information as definedin, section 1125 of the Code.

The Plan will be funded entirely by New Funding consistingof a loan by ACH to the Reorganized Debtor by ACH, which will be used to fundall obligations under the Plan.  The projected sources and uses of the NewFunding are set forth in Exhibit B to the Plan.  New Common Stock shall beissued as set forth in Exhibit A to the Plan to certain holders of AllowedUnsecured Claims and to ACH in full satisfaction of the DIP Financing.

Except as otherwise provided in the Plan, on the EffectiveDate of the Plan, all Assets of the Debtor shall vest in the ReorganizedDebtor.   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 arecopies of the following:

*           Exhibit A -The Plan

*           Exhibit B -Disclosure Statement Order

*           Exhibit C -Three-Year Trading Price of eCom Common Stock

In addition, a Ballot for the acceptance or rejection ofthe Plan is enclosed with the Disclosure Statement submitted to the holders ofClaims and Equity Interests that the Debtor believes are entitled to vote toaccept or reject the Plan.

On [________], 2006, after notice and a hearing, the Courtentered an order approving this Disclosure Statement as containing adequateinformation of a kind and in sufficient detail to enable hypothetical,reasonable investors typical of the Debtor's creditors and holders of equityinterests to make an informed judgment whether to accept or reject the Plan, andestablishing certain procedures with respect to the solicitation of votes toaccept or reject the Plan (the "Disclosure Statement Order"). A copy of theDisclosure Statement Order is being delivered with this Disclosure Statement.   APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE ADETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN.

The Disclosure Statement Order sets forth in detail thedeadlines, procedures and instructions for voting to accept or reject the Planand for filing objections to confirmation of the Plan, the record date forvoting purposes, and the applicable standards for tabulating Ballots.  Inaddition, detailed voting instructions accompany each Ballot.  Each holder of aClaim or Equity Interest entitled to vote on the Plan should read theDisclosure Statement, the Plan, the Disclosure Statement Order and theinstructions accompanying the Ballots in their entirety before voting on thePlan.  These documents contain, among other things, important informationconcerning the classification of Claims and Equity Interests for votingpurposes and the tabulation of votes.  No solicitation of votes to accept thePlan 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 orEquity Interests in Classes of Claims or Equity Interests that are Impairedwithin the meaning of section 1124 of the Code ("Impaired") that are entitledto receive Distributions under the Plan, are entitled to vote to accept orreject such Plan.  Classes of Claims or Equity Interests in which the holdersof such Claims or Equity Interests are not Impaired under the Plan are deemedto have accepted the Plan and are not entitled to vote to accept or reject thePlan.

Under the Plan, holders of holders of Class 1 Claims andClass 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 onthe Plan.  Holders of Class 4 Equity Interests are not Impaired.  These holdersshall receive notice of the Confirmation Hearing pursuant to the NotificationOrder, but shall not be entitled to vote on the Plan.  To the extent Class 4holders are deemed Impaired under the Plan, these holders shall be deemed tohave rejected the Plan, and the Plan shall be confirmed under section 1129(b)of the Code.

**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 Claimsin more than one Class and you are entitled to vote Claims in more than oneClass, you may receive separate Ballots which must be used for each separateClass of Claims.  Please vote and return your Ballot(s) to (unless otherwiseprovided in the Disclosure Statement Order):

**                                                                       IF BY MAIL OR                                                  HAND OR OVERNIGHT DELIVERY:**

                                                           Office of the Clerk ofthe 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 REJECTIONOF THE PLAN MUST BE RECEIVED NO LATER THAN 5:00 P.M., EASTERN TIME, ON____________.  ANY EXECUTED BALLOT RECEIVED THAT DOES NOT INDICATE EITHER ANACCEPTANCE OR REJECTION OF THE PLAN SHALL BE DEEMED TO CONSTITUTE AN ACCEPTANCEOF THE PLAN.

Any Claim in an Impaired Class as to which an objection orrequest for estimation is pending or which is scheduled by the Debtor asunliquidated, disputed or contingent is not entitled to vote unless the holderof such Claim has obtained an order of the Court temporarily allowing suchClaim for the purpose of voting on the Plan.

The Court entered an order setting ____________ as therecord date for voting on the Plan.  Accordingly, only holders of record as of_________________ that are otherwise entitled to vote under the Plan willreceive a Ballot and may vote on the Plan.

If you are a holder of aClaim entitled to vote on the Plan and did not receive a Ballot, received adamaged Ballot or lost your Ballot, or if you have any questions concerning theDisclosure Statement, the Plan or the procedures for voting on the Plan, pleasecontact counsel for the Proponents at the addresses or phone numbers listed inArticle V.

**E. **             ****Vote Required for Acceptance; Best Interests; BindingEffect**
The Code defines acceptance of a plan by an impaired classof claims as acceptance by holders of at least two-thirds in dollar amount, andmore than one-half in number, of the claims of that class which actually castballots.  The Code defines acceptance of a plan by an impaired class of equityinterests as acceptance by holders of at least two-thirds in amount of theequity interests of that class that actually casts ballots.  The vote of aholder of a claim or equity interest may be disregarded if the bankruptcy courtdetermines, after notice and a hearing, that the acceptance or rejection wasnot solicited or procured in good faith.

In addition, section 1129 of the Code requires that a planof reorganization be accepted by each holder of a claim or equity interest inan Impaired class or that the plan be found by the court to provide the holderwith at least as much value on account of the claim or interest as it wouldreceive if the debtor were liquidated under chapter 7 of the Code.

Confirmation of the Plan will make the Plan binding uponthe Debtor, holders of Claims against and Equity Interests in the Debtor, andother parties in interest regardless of whether they have accepted the Plan,and such holders of Claims and/or Equity Interests will be prohibited fromreceiving payment from, or seeking recourse against, the Reorganized Debtor orany assets that are distributed to other holders of Claims and/or EquityInterests under the Plan.  In addition, confirmation of the Plan will enjoincreditors and equity interest holders from taking a wide variety of actions onaccount of a debt, claim, liability, interest or right that arose prior to theConfirmation Date.  As of the Effective Date of the Plan, confirmation willalso operate as a discharge of all Claims against, and Equity Interests in, theDebtor, to the fullest extent authorized by section 1141(d) of the Code.

**F. **                ****Confirmation Hearing**
Pursuant to section 1128 of the Code, the ConfirmationHearing will be held on ____________ at ____________ (Eastern Time), before TheHonorable Steven H. Friedman, United States Bankruptcy Judge, United StatesBankruptcy Court, Southern District of Florida, West Palm Beach Division, 1675 Palm Beach Lakes Boulevard, 8th Floor, West Palm Beach, Florida 33401.  The Court has directed that objections, if any, to confirmation of the Plan be served andfiled so that they are received on or before ___________ (Eastern Time)by (i) ____________.  The Confirmation Hearing may be adjourned from time totime by the Court without further notice except for the announcement of theadjournment date made at the Confirmation Hearing or any adjourned ConfirmationHearing.

**G.  **             ****Effective Date**
The Plan may not be consummated immediately uponconfirmation, but only upon the Effective Date.  The Effective Date will notoccur unless various conditions to confirmation and consummation are satisfied(or waived pursuant to, and in accordance with, the terms of the Plan).  TheConfirmation Order may be vacated if the conditions to the Effective Date arenot timely met or waived.

Because of the conditions to the Effective Date providedin the Plan, a delay may occur between confirmation of the Plan and theEffective Date.  There is no assurance that the conditions to the EffectiveDate will be fulfilled, or that any condition that is not fulfilled will bewaived.

**ARTICLE II.****OVERVIEW OF DISTRIBUTIONS UNDER THE PLAN**

The following briefly summarizes the classification andtreatment of Claims and Equity Interests under the Plan.  **This table is onlya summary of the classification and treatment of Claims and Equity Interestsunder the Plan.  Reference should be made to the entire Disclosure Statementand the Plan for a complete description of the classification and treatment ofClaims and Equity Interests.**

**Class**

**Type   of Claim or Equity Interest**

**Estimated   Amounts**

**Treatment**

**Estimated   Recovery**

**1**

**Allowed Other Priority  Claims**

**See Plan Exhibit A**

**Not  Impaired.  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 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.**

**100%**

**2**

**Allowed Secured Claims**

**None**

**Not Impaired.  Each holder of an 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.**

**100%**

**3A**

**Allowed Unsecured Claims**

**See Plan Exhibit A**

**Impaired.  Subject to the terms of Section  5.04(a) of the Plan, each holder of an Allowed Unsecured Claim shall receive,  pursuant to the Class 3A Election, in full satisfaction, 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.**

**100% in Cash or New Common  Stock**

**3B**

**Allowed Insider Unsecured  Claims**

**See Plan Exhibit A**

**Impaired.  Following full satisfaction of the  Allowed Class 3A Claims (either in Cash or New Common Stock, pursuant to the  Class 3A Election), each 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.**

**100% in New Common Stock**

**4**

**Allowed Equity Interests**

**See Plan Exhibit A**

**Not Impaired.  The holders of Allowed Equity Interests  shall be entitled to retain their Equity Interests in the 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 are deemed Impaired, Class 4 holders shall not be solicited to  vote, but rather shall be deemed to have rejected the Plan, and the Plan may  be confirmed under section 1129(b) of the Code pursuant to section 5.02 of  the Plan.**

**Retention of Equity  Interests**

**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 principalplace of business located in Palm Beach Gardens, Florida.  The Debtor has oneclass of stock which is Common stock with a par value of $0.0001.  There are300,000,000 shares authorized and 49,955,112 shares outstanding.  The shareholdersof the Debtor who own more than five (5) percent or more of the votingsecurities 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[1]Palm    Beach Gardens, FL

8,187,459

16.39%

Richard C. Turner  Palm Beach Gardens, FL

4,617,400

9.24%

[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 PanaiaFamily Trust and 41,500 shares held in the name of Barbara Panaia, wife ofdecedent David J. Panaia.

**2.         Historyof eCom**

The Debtor's business was incorporated in the State of Florida on June 14, 1994.  Since the Debtor's inception, its business operations includeresearch, feasibility studies, development of business plans and operatingprocedures, acquisition analysis, raising of capital, promotion, identificationof key executives and administrative functions.

On January 5, 1996, the Debtor expanded by acquiring theassets of Performance Paintball Products, Inc. of Riviera Beach, Florida inexchange for a note in the amount of $101,295.00.  The assets consisted ofinventory, property and equipment necessary to conduct the business ofproducing the Viper M1 paintball marker and related accessories.  Included inthe purchase were exclusive rights to use of the Viper name and relatedtechnology.

The Viper marketing program, including use of internet websites, publication of articles in leading paint ball industry magazines, demonstrationsat trade shows, distribution of manuals, brochures and other marketingmaterials to dealers and establishment of a telemarketing department, created ademand for the Viper M1 marker that resulted in a backlog of orders. Expansionof the Internet web site for the USA SportsNet business unit and testing of theSaf-T-Net software bundle continued.

On November 21, 1996, the Debtor's initial public offeringof common stock for up to $9,000,000 became effective.  The offering consisted of30,000 units of common stock at $300 per unit, each unit consisting of 50shares.

In 1999, eCom reached record trading volume and ahistorical high share price of $21.50, with a resulting market capitalizationof around $250 million.  However, since it peak in 1999, eCom has been in astate of steady decline.  When eCom was unable to pay its auditors, eCom wasunable 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 marketcapitalization has shrunk to less than $500,000, which, without a qualifiedreorganization plan, could easily shrink further, as eCom has a negative networth.

A chart of the three-year trading prices of eCom's commonstock is attached hereto as Exhibit C.

**3.       Debtor'sEffort to Refocus and Redirect its Assets**

The Debtor's Annual Report on Form 10-K for the periodending May 31, 2003 disclosed the Debtor's redirection of its business assetsto focus on only three of its current business segments.  Management opinedthat the businesses that would realize the greatest yield for the Debtor were:

*           USA SportsNet Company, Palm Beach Gardens, FloridaProduct Line:  e‐Commerce business through Internet auction, sale andswapping of sports memorabilia.

*          USA Performance Products, Inc., Riviera Beach,Florida Product Line: Manufactures and distribution of the Viper M1 paintballgun line.  An M16 look alike gun which fires in all weather and is madeentirely in the USA.

*          MyZipSoft, Inc., Palm Beach Gardens, FloridaProduct Line:  Development and distribution of software.  Its first product isa high-compression software called MyPhotoZip (TM).

The Debtor's strategy was refocused to provide anaffordable, user-friendly technological platform and professional resources tofacilitate web business development.  All other operations of the Debtor wereplaced 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 NationalCompany, 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 resourcesnecessary to develop all of its ten (10) business units collectively.

On December 18, 2003, USA SportsNet, Inc. entered into adefinitive Asset Acquisition Agreement with American Capital Holdings, Inc.  The record date for the spin-off of USA SportsNet, Inc. (later renamed AmericanCapital Holdings, Inc.) from the Debtor was January 5, 2004.  The record datefor 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 USAPerformance Products, Inc. and the remaining seven (7) spinoff companies inwhich the Board of Directors voted to issue to their shareholders one (1) shareof the company for every one (1) share of eCom eCom.com, Inc. owned with arecord date to be announced.

**B.                ****The Events Precipitating the Bankruptcy**

In a press release published by the Chairman of eComeCom.com, Inc., David J. Panaia, on March 29, 2004, the Debtor announced BarneyA. Richmond had been appointed President of eCom for the purpose of spinningoff ten (10) of the Debtor's wholly owned subsidiaries.

On May 24, 2004, ACH (f/k/a USA SportsNet, Inc.) filed aForm 10-SB with the SEC.  On July 27, 2004 American Capital's Form 10SB becameeffective by the SEC.

On June 4, 2004, the Board of Directors of the Debtorpassed a corporate resolution to spinoff the remaining subsidiaries of eComeCom.com, Inc. and authorized whatever action necessary to complete thisprocess including acquisitions and mergers.  The corporate resolution wassigned 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 resolutionincluded the instructions for the distribution of stock by its Transfer Agent,Florida Atlantic Stock Transfer (FAST) to the proper entities when the sharecertificates were properly exercised and costs relating to the issuance ofthese shares were paid in full.  However, eCom was not able to pay FAST theamounts required to send out the stock certificates to the shareholders, andaccordingly, the shares were not issued as stated.

ACH was inundated with hundreds and hundreds of telephonecalls from eCom shareholders, requesting delivery of their promised spin-offshares.  Numerous shareholders demanded delivery of their promised sharecertificates and others threatened legal action against eCom.

In order to comply with General Accepted AccountingPrinciples with respect to ACH's audits, Mr. Panaia had previously agreed tosign promissory notes for the loans provided by American Capital as soon as allparties could determine the exact amounts of the then forthcoming invoices(whose amounts were unknown until received) by the SEC qualified accountingfirm, Wieseneck & Andres, P.A.  When these accounting invoices and otherexpense invoices were received in early August 2004, Mr. Panaia refused toreturn telephone calls, sign accounting confirmation requests from ACHaccountants, or sign the necessary promissory notes.

ACH's numerous attempts to have Mr. Pania execute theaforementioned promissory notes proved unsuccessful.  On November 16, 2004, anadditional letter was sent to Mr. Panaia, requesting the execution of thepromissory notes and the additional information needed for the completion ofthe ACH audits for the SEC filings.  These confirmation letters and furtherinformation needed to complete the financial audits went unanswered by Mr.Panaia.  eCom failed to file a current report on Form 8-K disclosing eCom'sde-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 creditorsand its shareholders, on November 29, 2004, an involuntary bankruptcy petitionwas filed against eCom.

**C.                ****The Involuntary Petition**

On November 29, 2004, an involuntary petition was filedagainst eCom under Chapter 11 of Title 11 of the United States Code.  Thereafter, eCom requested three (3) extensions to reply to the involuntarypetition due to Mr. Panaia's health-related issues.  With consideration to Mr.Panaia's declining health, all of the petitioning creditors voluntarilyconsented to these extensions.

**ARTICLE IV.****EVENTS DURING THE CHAPTER 11 CASE**

**A.                ****Bankruptcy Events**

At a status conference conducted by the Court on or aboutMay 16, 2005, the Court, for the first time, learned that eCom was notrepresented by bankruptcy counsel.  Consequently, the Court entered the Orderfor Relief and issued an order to show cause as to why the Case should not bedismissed.  The Court scheduled a status conference for June 6, 2005 anddirected the Debtor to obtain counsel.

On June 3, 2005, eCom retained the legal services ofKluger, Peretz, Kaplan & Berlin, P.L. ("KPKB") as bankruptcy counsel.  Inthis regard, eCom filed (i) an application to retain KPKB, (ii) a request toborrow debtor-in-possession financing from ACH in the amount of $100,000.00,(iii) a request to appoint Barney A. Richmond as acting chief executiveofficer, and (iv) a request to provide electronic service to shareholders vieeCom'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 electronicservice on shareholders.  All of the foregoing requests were granted by theCourt at hearing on June 6, 2005.

**B.                ****Other Post-Petition Events**

On January 24, 2005, the Debtor was delisted from tradingon the OTC Bulletin Board and began trading on the pink sheets for failing tofile the Debtor's November 30, 2004 quarterly report.  This delisting occurredbecause the Debtor's auditors had not been paid.  Therefore, in accordance withthe auditor independence provision in Sarbanes-Oxley Act of 2002 and AICPA Codeof Professional Conduct, the auditors could not be deemed independent.

Additionally, ACH has been forced to continue financialassistance steps on behalf of the Debtor to bring the Debtor and the spun-offsubsidiaries current with their SEC qualified accountants, other creditors andto pay a certain portion of credit card debts loaned to the Debtor by itsformer employee, Richard Turner.

In order to protect its investment in eCom, ACH andcurrent management of eCom proceeded with a plan to recapture the lostshareholder value of eCom.  Undertaking this endeavor, the management of ACHand eCom's directors, Barney A. Richmond and Richard Turner, realized that theCEO of eCom, David J. Panaia, had not abided by what he originally set forth inthe press releases regarding the previously announced spin-off plan.  It wasthen determined by many of the shareholders that eCom was more than infinancial turmoil and that Mr. Panaia did not have the resources to completewhich he had publicly stated.

During the period from late December 2004 thru mid-March2005, ACH and the petitioning creditors sympathized with the declining healthof eCom's CEO, David J. Panaia.  The petitioning creditors were forced to incurconsiderable additional costs to honor what was promised to eCom's shareholdersby the former management.  These costs included expenses to bring all of thespin-off companies current with their SEC filings, federal tax returns, stateincome tax returns, state filing fees, accounting expenses, SEC auditingexpenses, legal, administrative and other business related expenses.

This endeavor included the preparation of (a) thirty (30) Form10-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) TransferAgent- required Standard & Poor's Cusip Numbers.

Additionally, there has been a tremendous administrativeeffort in bringing all the spin-off companies current with respect to publiccompany reporting requirements, including the Sarbanes-Oxley Act.  On March 20,2005, the Chairman/CEO and majority shareholder of eCom, David J. Panaia, diedfrom health complications.  The former president and director of eCom, RichardC. Turner, is acting as interim CEO for eCom, without compensation.  By orderof the Court, Barney A. Richmond, was appointed as the Debtor's acting chiefexecutive officer without compensation.  It is expected that both Mr. Richmondand Mr. Turner will remain with the Debtor, without compensation, until theproposed reorganization plans are confirmed.

The issuance of share certificates of the spun offSubsidiaries were sent via certified mail on June 2, 2005 to the shareholdersof record as of May 31, 2005.  eCom filed current reports on Form 8-K on May31, 2005 and disclosing same on June 2, 2005.

On behalf of eCom, ACH filed the requisite filings ACH believedwere necessary to bring eCom within SEC compliance.  At the request of the SEC,the Forms 10-SB filed for the spun-off Subsidiaries were subsequentlywithdrawn. 

On August 4, 2005, the Court entered the NotificationOrder providing, among other things, for service of notice of the hearing onthis Disclosure Statement to all shareholders.

This Plan provides amechanism through which Claims may be classified and treated and which willenable eCom to emerge from these Chapter 11 proceedings, with shareholdersretaining their equity interests in the Debtor, subject to the issuance of NewCommon Stock as set forth in Exhibit A to the Plan.

Public reports filedwith the SEC on behalf of the Debtor may be found at www.sec.gov, andmay be obtained for free at that website.  Information about the common stockof the Debtor, including trading prices of eCom's common stock, may be obtainedat the Debtor's website, ecomecom.net, also at no charge.

Attached hereto asExhibit C is a chart showing the three-year trading prices of the Debtor'scommon stock.

**ARTICLE V.****THE PLAN OF REORGANIZATION**

Upon confirmation of the Plan, and in accordance with theConfirmation Order, the Debtor or Reorganized Debtor, as the case may be, willbe authorized to take all necessary steps, and perform all necessary acts, toconsummate the terms and conditions of the Plan.  In addition to the provisionsset forth elsewhere in the Plan, the following shall constitute the means forimplementation of the Plan.

**THE PLAN IS ANNEXED HERETO AS EXHIBIT A AND IS ANINTEGRAL PART OF THIS DISCLOSURE STATEMENT.  THE SUMMARY OF THE PLAN SET FORTHBELOW 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 THESUMMARY CONTAINED HEREIN, THE TERMS OF THE PLAN WILL GOVERN.**

**A.                ****Summary of the Plan**

**1.                 ****Treatment of Claims and Interests**

See Article II hereof for a summary of the treatment ofClaims and Equity Interests under the Plan.

**2.                 ****Voting of Claims**

Each holder of an Allowed Claim in an Impaired Class ofClaims that is entitled to vote on the Plan pursuant to the Code shall beentitled to vote separately to accept or reject the Plan as provided in suchorder as may be entered by the Court establishing certain procedures withrespect to the solicitation and tabulation of votes to accept or reject thePlan, or any other order or orders of the Court.  Classes 3A and 3B areImpaired under the Plan.

**3.                 ****Nonconsensual Confirmation ("Cram down")**

To the extent any Impaired Class of Claims entitled tovote does not accept the Plan by the statutory majorities required by section1126(c) of the Code, the Debtor is requesting confirmation of the Plan underthe cram down provisions of section 1129(b) of the Code.  To the extent Class 4Equity Interests are deemed Impaired, the holders of such Interests shall notbe solicited to vote, but shall be deemed to have rejected the Plan, and theDebtor shall seek confirmation of the Plan under the cram down provisions setforth in section 1129(b) of the Code.

**4.                 ****The Reorganized Debtor**

Except as otherwise provided in the Plan, on the EffectiveDate of the Plan, all Assets of the Debtor shall be vested in the ReorganizedDebtor.  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 toacquire one or more operating businesses for itself and the Subsidiaries andseek 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 aseCom's chief executive officer, and Mr. Richard Turner will continue to serveas eCom's treasurer and chief financial officer.  Messrs. Richmond and Turnerwill devote sufficient time to eCom in order to pursue its objectives.  Messrs.Richmond and Turner will, for the foreseeable future, provide their services toeCom at no cost.

Mr. Richmond is Chairman of ACH.  He has been anindependent advisor and investor in assisting companies, as well asindividuals, regarding public offerings, mergers, reverse mergers and a varietyof corporate financing issues.

Mr. Turner was employed as an accountant responsible forcorporate and individual tax returns, business write-up services, and businessconsulting services, including computer and database management.  He was alsoformerly responsible for financial reporting, budgeting and cost accounting onbehalf of a bank.

**(b)              ****Issuance of New Common Stock**

Upon the effective date of the Plan, eCom shall emergefrom bankruptcy as a public company.  Under the Plan, all holders of AllowedEquity Interests shall retain their Equity Interests in eCom, subject to theNew Common Stock to be issued pursuant to the Plan.  There are 49,955,112shares of eCom common stock currently outstanding.  eCom projects that31,593,064 shares will be issued under the Plan to creditors, for a total of81,548,176 shares outstanding as of the Effective Date.  See Exhibit A to thePlan.  Although eCom believes it has over 5,000 shareholders, a portion of theshares are held in street name and, therefore, eCom is not able to determinethe precise number of actual shareholders.

The New Common Stock to be issued on the Effective Datewill be issued pursuant to the exemption from the registration requirements ofthe 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. Sec. 1145.  Generally,section 1145(a) of the Code exempts from the registration requirements of theSecurities Act and equivalent state securities and "blue sky" laws the issuanceof securities directly or through a warrant to purchase such securities if thefollowing conditions are satisfied:  (a) the securities are issued by a debtor,an affiliate participating in a joint plan with the debtor, or a successor tothe debtor under a chapter 11 plan; (b) the recipients of the securities hold aclaim against, an interest in, or a claim for an administrative expenseagainst, the debtor and (c) the securities are issued entirely in exchange forthe recipient's claim against or interest in the debtor or are issued"principally" in such exchange and "partly" for cash or property.  The Debtorbelieves that the issuance of the New Common Stock will satisfy theaforementioned requirements.

The holders thereof without registration may resell theNew Common Stock unless, as more fully described below, any such holder isdeemed to be an "underwriter" with respect to such securities, as defined in section1145(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 interestin, a bankruptcy case, with a view towards the distribution of any security tobe received in exchange for such claim or equity interest, (b) offers to sellsecurities issued under a bankruptcy plan on behalf of the holders of suchsecurities, (c) offers to buy securities issued under a bankruptcy plan frompersons receiving such securities, if the offer to buy is made with a viewtowards distribution of such securities and under an agreement made inconnection with the plan, with the consummation of the plan, or with the offerof sale of securities under the plan, or (d) is an issuer within the meaning ofSection 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 theSecurities Act purports to include as "underwriters" all persons who, directlyor indirectly, through one or more intermediaries, control, are controlled by,or are under common control with, an issuer of securities.  "Control" (as suchterm is defined in Rule 405 of Regulation C under the Securities Act) means thepossession, direct or indirect, of the power to direct or cause the directionof the management and policies of a person, whether through the ownership ofvoting securities, by contract, or otherwise.

**THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATUREAND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONALPURPOSES.  THE DEBTOR MAKES NO REPRESENTATIONS CONCERNING, AND DOES NOT HEREBYPROVIDE ANY OPINION OR ADVICE WITH RESPECT TO, THE SECURITIES LAW ANDBANKRUPTCY LAW MATTERS DESCRIBED ABOVE.  IN LIGHT OF THE COMPLEX AND SUBJECTIVEINTERPRETIVE NATURE OF WHETHER A PARTICULAR RECIPIENT OF NEW COMMON STOCK MAYBE DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF SECTION 1145(B)(1) OFTHE CODE UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND, CONSEQUENTLY,THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTAND EQUIVALENT STATE SECURITIES AND "BLUE SKY" LAWS, THE DEBTORS ENCOURAGE EACHHOLDER OF A CLAIM OR EQUITY INTEREST POTENTIALLY ENTITLED TO RECEIVE AREORGANIZATION SECURITY UNDER THE PLAN TO CONSIDER CAREFULLY AND CONSULT WITHITS 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 fundsto the Reorganized Debtor in order to fund obligations under the Plan.  Additionally, ACH shall advance to eCom funds sufficient to comply withreporting requirements under any applicable federal and state securities laws,and to file all required federal, state and local tax returns.  The amount ofNew Funding is estimated to be $129,000, as set forth in the projections andpro forma balance sheet provided in Plan Exhibit B.  ACH has placed this amountin escrow.  The New Funding shall be in the form of a loan.  The New Fundingshall be loaned to the Reorganized Debtor on the following terms: (x) the NewFunding shall be loaned on an unsecured basis, (y) the New Funding shall accrueinterest at the rate of 8% per annum, and (z) the New Funding, plus accruedinterest, shall be due and payable in full on the third(3rd)anniversary of the Effective Date by either (i) converting such amount intocommon shares of the Reorganized Debtor's stock at a conversion rate equal tothe average trading price of common shares over the five (5) business dayspreceding 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 accruedinterest, at any time prior to the third (3rd) anniversary of theEffective 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 ordocuments issued pursuant to the Plan and/or any agreement entered into orinstrument or document issued in connection with any of the foregoing, asapplicable, shall become effective and binding upon the parties thereto inaccordance with their respective terms and conditions and shall be deemed tobecome effective simultaneously.

**(e)              ****Corporate Action**

On the Effective Date, all matters provided for under thePlan that would otherwise require approval of the stockholders, directors ormembers of one or more of the Debtor or Reorganized Debtor or their successorsin interest under the Plan shall be deemed to have occurred and shall be infull force and effect from and after the Effective Date pursuant to the GeneralCorporation Law of the State of Florida, without any requirement of furtheraction by the stockholders or directors of the Debtor or Reorganized Debtor.

**(f)                ****Approval of Agreements**

Entry of the Confirmation Order shall constitute approvalof any Plan Documents and all such transactions, subject to the occurrence ofthe Effective Date.

**(g)              ****No Change of Control**

Any acceleration, vesting or similar change of control rightsof any Person under employment, benefit or other arrangements with the Debtorthat could otherwise be triggered by the entry of the Confirmation Order or theconsummation of the Plan or any of the transactions contemplated thereby shallbe deemed to be waived and of no force or effect.

**(h)              ****Restructuring Transactions**

On and after the Effective Date, the Reorganized Debtor orany of the Subsidiaries may enter into such transactions and may take suchactions as may be necessary or appropriate to effect a corporate restructuringof their respective business, subject to the terms, conditions and restrictionsset forth in the Bylaws of, or otherwise applicable to, the Reorganized Debtoror the Subsidiaries.  Such restructuring may include one or more mergers, consolidations,restructures, dispositions, liquidations, or dissolutions, as may be determinedby the Reorganized Debtor or the Subsidiaries to be necessary or appropriate(collectively, the "Restructuring Transactions").  The actions to effectthe Restructuring Transactions may include:  (i) the execution and delivery ofappropriate agreements or other documents of merger, consolidation,restructuring, disposition, liquidation, or dissolution containing terms thatare consistent with the terms of the Plan and that satisfy the applicablerequirements of applicable state law and such other terms to which theapplicable entities may agree; (ii) the execution and delivery of appropriateinstruments of transfer, assignment, assumption, or delegation of any asset,property, right, liability, duty, or obligation on terms consistent with theterms of the Plan and having such other terms to which the applicable entitiesmay agree; (iii) the filing of appropriate certificates or articles of merger,consolidation, or dissolution pursuant to applicable state law; and (iv) allother actions that the applicable entities determine to be necessary orappropriate, including making filings or recordings that may be required byapplicable state law in connection with such transactions.  The RestructuringTransactions may include one or more mergers, consolidations, restructures,dispositions, liquidations, or dissolutions, as may be determined by theReorganized Debtor or the Subsidiaries to be necessary or appropriate to resultin substantially all of the respective assets, properties, rights, liabilities,duties, and obligations of the Reorganized Debtor or the Subsidiaries vestingin one or more surviving, resulting or acquiring corporations.  In each case inwhich the surviving, resulting, or acquiring corporation in any suchtransaction is a successor to the Reorganized Debtor, such surviving,resulting, or acquiring corporation will perform the obligations of theReorganized Debtor pursuant to the Plan to pay or otherwise satisfy the AllowedClaims against the Reorganized Debtor, as applicable and to the extentnecessary.

Because the Restructuring Transactions have not yetoccurred, there are no projections presented for future operations of theDebtor.  A pro forma balance sheet is annexed as Exhibit B to the Plan.

**(i)                ****Operation of the Debtor in Possession Between the ConfirmationDate and the Effective Date**

The Debtor shall continue to operate as a debtor inpossession in the ordinary course, consistent with past practice, subject tothe supervision of the Court and pursuant to the Code and the Rules during theperiod from the Confirmation Date through and until the Effective Date, and anyobligation incurred by the Debtor during that period shall constitute anAdministrative Claim.

**(j)                ****Spin-Off of Subsidiaries**

On December 1, 2003, the board of directors of eComapproved the spinoff of the Subsidiaries.  On June 4, 2004, the board ofdirectors of eCom readopted a resolution to spinoff the Subsidiaries andauthorized whatever action necessary to complete this process includingacquisitions and mergers.  In this regard, the board included instructions forthe distribution of stock by its transfer agent to the proper entities when theshare certificates were properly exercised and costs relating to the issuanceof these shares were paid in full.  Notwithstanding the foregoing, eCom was notable to pay its transfer agent the amounts required to send out the stockcertificates to the shareholders and, therefore, the shares were not issued.  Dueto eCom's financial condition, eCom was unable to effectuate the spinoffs.  Inconnection with the spinoffs, eCom owned all outstanding and issued shares ofcommon stock in the Subsidiaries.  By spinning off the Subsidiaries, eComproposed to distribute shares in the Subsidiaries to eCom's shareholders inproportion to the shares held in eCom as of the relevant record date.

On November 29, 2004, an involuntary petition was filedagainst 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 May16, 2005. On June 2, 2005, the shares of the Subsidiaries were distributed toeCom shareholders of record, as of May 27, 2005.  Subsequent thereto, eComcaused a registration statement on Form 10-SB to be filed for each of theSubsidiaries.

eCom believed that it could effectuate the spinoffspursuant to the criteria and procedures set forth in the September 16, 1997Securities and Exchange Commission Staff Legal Bulletin No. 4 issued regardingthe applicability of Section 5 of the Securities Act of 1933 (the "Bulletin").  eCom was subsequently advised by the Staff of the Securities and ExchangeCommission ("SEC") that the Subsidiaries may not qualify for the spinoffprocedures set forth in the Bulletin for a number of reasons, including thefacts that (i) there may not have been a valid "business purpose" as defined inthe Bulletin, and (ii) the certificates evidencing the shares were distributedprior to having an effective Form 10-SB registration statement available fordistribution to shareholders.  At the request of the SEC staff, eComvoluntarily withdrew the Form 10-SB registration statements.  After theEffective Date, the Subsidiaries may, when and if appropriate transactions maybe finalized, make necessary filings to bring them into compliance with SECregulations.

**(k)              ****Administration After the Effective Date**

After the Effective Date, the Reorganized Debtor mayoperate its business, and may use, acquire, and dispose of its property, freeof any restrictions of the Code and Rules.

On the Effective Date, the management, control andoperation of the Reorganized Debtor shall become the general responsibility ofthe board of directors of the Reorganized Debtor, which shall, thereafter, havethe responsibility for the management, control and operation of the ReorganizedDebtor.

**(l)                ****Meetings of Stockholders**

In accordance with the Reorganized Debtor's Certificate ofIncorporation and the Reorganized Debtor's Bylaws, as the same may be amendedfrom time to time, the first annual meeting of the stockholders of ReorganizedDebtor shall be held on a date selected by its board of directors.

**(m)            ****Bylaws and Certificates of Incorporation**

On the Effective Date, the adoption of the ReorganizedDebtor's Certificate of Incorporation and the Reorganized Debtor's Bylaws shallbe authorized and approved in all respects to be effective as of the EffectiveDate, in each case without further action under applicable law, regulation,order, or rule, and including without any further action by the stockholders ordirectors of the Debtor, the Debtor in Possession or the Reorganized Debtor.  The Reorganized Debtor's Certificate of Incorporation shall (i) prohibit theissuance of nonvoting equity securities as required by section 1123(a)(6) ofthe Code, (ii) authorize the reincorporation under the laws of the State ofFlorida, (iii) authorize the issuance of New Common Stock under the Plan, and(iv) authorize any other actions necessary to implementing the Plan, subject tofurther amendment of such certificates of incorporation as permitted byapplicable law and the applicable organizational documents.

**(n)              ****Selection of Board Members**

Members of the board of directors shall be selected inaccordance with the Reorganized Debtor's Certificate of Incorporation.  As ofthe Effective Date of the Plan, the members of the initial board of directorsshall in each case serve until their respective resignations or removal inaccordance with applicable law, or the applicable organizational documents.  Aschedule setting forth the identities of the Initial Board of Directors shallbe filed within ten (10) days prior to the commencement of the ConfirmationHearing.  Elections, removal and terms of directors will be in accordance withFlorida General Corporate Law.

**(o)              ****Corporate Governance**

The business and affairs of the Reorganized Debtor shallbe managed by its board of directors in accordance with the ReorganizedDebtor's Bylaws, the Reorganized Debtor's Charter and applicable nonbankruptcylaw.

**5.                 ****Discharge of Debtor**

The rights afforded herein and the treatment of all Claimsand Equity Interests herein shall be in exchange for and in completesatisfaction, discharge and release of Claims and Equity Interests of anynature whatsoever, including any interest accrued on such Claims from and afterthe Commencement Date, against the Debtor and the Debtor in Possession, theEstate, or any of the assets or properties under the Plan.  Except as otherwiseprovided herein, (i) on the Effective Date, all such Claims against and EquityInterest in the Debtor shall be satisfied, discharged and released in full, and(ii) all Persons shall be precluded and enjoined from asserting against theReorganized Debtor, its successors, or its assets or properties any other orfurther Claims or Equity Interests based upon any act or omission, transactionor other activity of any kind or nature that occurred prior to the ConfirmationDate, whether or not such holder has filed a proof of claim or proof of equityinterest and whether or not such holder has voted to accept or reject the Plan.

Again, eCom shall emerge from bankruptcy with a principalpurpose of entering into one or more acquisitions, including, withoutlimitation, acquisitions or mergers, with which to engage in a profitablebusiness or businesses.  Notwithstanding that eCom currently has no operatingbusiness, the Debtor believes that it is an appropriate candidate for adischarge under section 1141.  Specifically, section 1141(d)(3) of theBankruptcy Code provides, in part, that a debtor is not entitled to a dischargeif, (i) the plan provides for liquidation of all or substantially all of theDebtor's assets, (ii) the debtor does not engage in business followingconsummation of the plan, and (iii) the debtor would be denied adischarge under section 727(a) of Title 11 of the United States Code if thecase were pending under Chapter 7 of Title 11 of the United States Code.  Inthis case, eCom believes that the plan does not provide for liquidation of allor substantially all of the Debtor's assets and the Debtor intends to engage inbusiness following confirmation.  Moreover, the Plan provides for full paymentof Allowed Unsecured Claims (excluding such Claims of Insiders) and holders ofAllowed Equity Interests shall retain such Equity Interests.  Consequently,eCom believes it is an appropriate candidate for discharge under section 1141of the Code.

**(a)              ****Injunction Related to Discharge**

**Except as otherwise expressly provided in the Plan, theConfirmation 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, arepermanently enjoined, on and after the Effective Date, from (i) commencing orcontinuing in any manner any action or other proceeding of any kind withrespect to any such Claim or Equity Interest, (ii) enforcing, attaching,collecting or recovering by any manner or means of any judgment, award, decreeor order against the Debtor on account of any such Claim or Equity Interest,(iii) creating, perfecting or enforcing any Lien or asserting control of anykind against the Debtor or against the property or interests in property of theDebtor on account of any such Claim or Equity Interest and (iv) asserting anyright of setoff, subrogation or recoupment of any kind against any obligationdue from the Debtor or against the property or interests in property of theDebtor on account of any such Claim or Equity Interest.  Such injunctions shallextend to the Debtor, its successors, subsidiaries and affiliates and theirrespective properties and interests in property.**

**(b)              ****Injunction Against Interference with the Plan**

**Upon the entry of a Confirmation Order with respect tothe Plan, all holders of Claims and Equity Interests and other parties ininterest, along with their respective present or former employees, agents,officers, directors, or principals, shall be enjoined from taking any actionsto interfere with the implementation or consummation of the Plan, except withrespect to actions any such entity may take in connection with the pursuit ofappellate rights.**

**6.                 ****Confirmation and Effectiveness of the Plan**

**(a)              ****Conditions Precedent to Confirmation**

The Plan shall not be confirmed by the Bankruptcy Courtunless and until the following conditions shall have been satisfied or waivedpursuant to Section 9.04 of the Plan:

(i)                 The Confirmation Order shall be in form and substance reasonablyacceptable to the Debtor and include, among other things, a finding of factthat the Debtor, the Reorganized Debtor, and their respective present andformer members, officers, directors,employees, advisors, attorneys, and agents acted in good faith within themeaning 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 anyapplicable law, rule or regulation governing such actions; and

(ii)               All exhibits to the Plan, including any Plan Documents, shall be in formand substance reasonably acceptable to the Debtor.

**(b)              ****Conditions Precedent to Effectiveness**

The Plan shall not become effective unless and until thefollowing conditions have been satisfied or waived pursuant to Section 9.04 ofthe Plan:

(i)                 The Confirmation Order shall have been entered and shall be a FinalOrder (with no modification or amendment thereof), and there shall be no stayor injunction that would prevent the occurrence of the Effective Date;

(ii)               The statutory fees owing to the United States Trustee shall have beenpaid in full;

(iii)              Any and all Plan Documents and exhibits to the Plan, including those tobe contained in the Plan, shall be in a form and substance satisfactory to theDebtor;

(iv)             The Reorganized Debtor's Certificate of Incorporation and theReorganized Debtor's Bylaws shall have been filed, effected, or executed, asrequired, in form and substance satisfactory to the Debtor; and

(v)               All other actions, authorizations, filings consents and regulatoryapprovals required (if any) shall have been obtained, effected or executed in amanner acceptable to the Debtor and remain in full force and effect or, ifwaivable, waived by the Person or Persons entitled to the benefit thereof.

**(c)               ****Effect of Failure of Conditions**

If each condition to the Effective Date specified in thePlan has not been satisfied or duly waived within ninety (90) days after theConfirmation Date, then upon the filing of a motion by the Debtor made beforethe time that all conditions have been satisfied or duly waived, theConfirmation Order will be vacated by the Court; *provided, however,*that notwithstanding the filing of such amotion, the Confirmation Order shall not be vacated if each of the conditionsto the Effective Date is either satisfied or duly waived before the Courtenters an order granting the relief requested in such motion.  If theConfirmation Order is vacated, the Plan shall be deemed null and void in allrespects, including without limitation the discharge of Claims pursuant tosection 1141 of the Code and the assumptions or rejections of executorycontracts and unexpired leases as provided by the Plan, and nothing containedherein shall (1) constitute a waiver or release of any Causes of Action by, orClaims against, the Debtor or (2) prejudice in any manner the rights of theDebtor.

**(d)              ****Waiver of Conditions**

The Debtor may waive one or more of the conditionsprecedent to confirmation of the Plan, or the condition precedent toeffectiveness of the Plan set forth in Section 9.02 of the Plan.  The Debtormay waive in writing one or more of the other conditions precedent toconfirmation and effectiveness of the Plan, without further notice to partiesin 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 respectivemembers, officers, directors, agents, financial advisors, attorneys, employees,equity holders, partners, affiliates and representatives (the "ExculpatedParties") shall have or incur any liability to any holder of a Claim or EquityInterest for any act or omission in connection with, related to, or arising outof, the case and the Plan, the pursuit of confirmation of the Plan, theconsummation of the Plan or the administration of the Plan or the property tobe distributed under the Plan; *provided*, that the foregoing shall notoperate as a waiver or release for (i) any express contractual obligation owingby any such Person or (ii) willful misconduct or gross negligence, and, in allrespects, the Exculpated Parties shall be entitled to rely upon the advice ofcounsel with respect to their duties and responsibilities under the Plan; *provided**further* that nothing in the Plan shall, or shall be deemed to, releasethe 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 ReorganizedDebtor, and any and all Holders of Claims and Equity Interests shall releaseunconditionally and are hereby deemed to release unconditionally each of theDebtor, 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 orunknown, foreseen or unforeseen, existing or hereafter arising, in law, equityor otherwise, based in whole or in part upon any act or omission, transaction,event or other occurrence taking place between the Petition Date and theEffective Date, which is in any way relating to the Debtor, this Case, anyassets or Property of the Estate, the business or operations of the Debtor, theDIP Financing, any Plan Documents, the Plan, or any of the transactionscontemplated thereby; provided, however, that this release provision shall notbe applicable to any liability found by a court of competent jurisdiction tohave resulted from fraud or the willful misconduct or gross negligence of anysuch party.  With respect to professionals, the foregoing exclusion from thisrelease provision shall also include claims of professional negligence arisingfrom the services provided by such Professionals during the Case.  Any suchclaims shall be governed by the standard of care otherwise applicable to thestandard negligence claims outside of bankruptcy.  The Confirmation Order shallenjoin the prosecution by any Person or entity, whether directly, derivativelyor otherwise, of any such claim, obligation, suit, judgment, damage, loss,right, remedy, cause of action, charge, cost, debt, indebtedness, or liabilitywhich arose or accrued during such period or was or could have been assertedagainst any of the Released Parties, except as otherwise provided in the Planor in the Confirmation Order.  Each of the Released Parties shall have theright to independently seek enforcement of this release provision.  Thisrelease provision is an integral part of the Plan and is essential to itsimplementation.**

**(g)              ****Injunction Relating to Exculpation and Release**

**The Confirmation Order will contain an injunction,effective on the Effective Date, permanently enjoining the commencement orprosecution by the Debtor, the Reorganized Debtor and any other Person, whetherderivatively or otherwise, of any Cause of Action exculpated, released ordischarged pursuant to this Plan against the released and Exculpated Parties.**

**ARTICLE VI.****CERTAIN RISK FACTORS TO BE CONSIDERED**

**HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THEDEBTOR SHOULD READ AND CONSIDER CAREFULLY THE FACTORS SET FORTH BELOW, AS WELLAS THE OTHER INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT (AND THEDOCUMENTS DELIVERED TOGETHER HEREWITH AND/OR INCORPORATED BY REFERENCE), PRIORTO VOTING TO ACCEPT OR REJECT THE PLAN.  THESE RISK FACTORS SHOULD NOT,HOWEVER, BE REGARDED AS CONSTITUTING THE ONLY RISKS INVOLVED IN CONNECTION WITHTHE PLAN AND ITS IMPLEMENTATION.**

**A.                ****Risk that Distributions Will be Less than Estimated bythe Debtor**

The factors specified below assume that the Plan isapproved by the Court and that the conditions precedent to the Effective Dateof the Plan are satisfied or otherwise waived.

The Debtor reserves theright to object to the amount or classification of any Claim or EquityInterest.  Thus, the estimates setforth in this Disclosure Statement cannot be relied upon by any creditor whoseClaim or Equity Interest is subject to a successful objection.  Any holder ofsuch Claim or Equity Interest may not receive the estimated Distributions setforth herein.

**B.                ****Industry Conditions and Financial Condition of ReorganizedDebtor**

At the outset, theReorganized Debtor is essentially a start-up company.  While the Reorganized Debtor's Initial Board of Directors and Initial Officershave proven track records in connection with start-up entities and varioustypes of business acquisitions, the Reorganized Debtor is a new business.  Assuch, there are various risks associated with the Reorganized Debtor's businessplan and operations.

**1.                 ****Indebtedness**

The degree to which theReorganized Debtor is leveraged could have important consequences, includingthe following:

*         theReorganized Debtor's ability to obtain additional financing in the future forworking capital, capital expenditures, general corporate purposes or otherpurposes may be impaired or such financing may not be available on favorableterms

**2.                 ****Limited Net Operating Loss Carry-Forwards**

The Debtor currently has significant net operating losstax carry-forwards.  As a consequence of a successful consummation of the Plan,the Reorganized Debtor may utilize net operating loss tax carry-forwards tooffset any income generated in the future.

**C.                ****Risk of Nonconfirmation of the Plan**

Even if all Voting Classes accept the Plan, the Plan mightnot be confirmed by the Court.  Section 1129 of the Code sets forth therequirements for the confirmation and requires, among other things, that theconfirmation of a plan of reorganization is not likely to be followed by theliquidation or the need for further financial reorganization of the debtor, andthat the value of distributions to dissenting creditors and equity securityholders not be less than the value of distributions such creditors and equityholders 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 therequirements for confirmation of the Plan have been satisfied.

If no plan can be confirmed, the Chapter 11 Case may beconverted to a case under Chapter 7 of the Code, pursuant to which a trusteewould be appointed or elected to liquidate the Debtor's assets for distributionin accordance with the priorities established by the Code.  The Debtor believesthat liquidation under Chapter 7 would not result in any distributions beingmade to creditors than those provided for in the Plan, inasmuch asDistributions to holders of Allowed Unsecured Claims will be funded from acontribution by ACH on the Effective Date of the Plan, which would nototherwise occur, and because the only value to be realized by holders ofAllowed Equity Interests may be derived from transactions that may occurfollowing the Effective Date of the Plan.

**D.               ****Limited Funds for Pursuit of Business Objectives**

Following the Effective Date, the Reorganized Debtor willhave no assets, other than shares in one or more of the Subsidiaries in theevent the Debtor cannot effectuate one or more valid spin-offs.  Initially, theReorganized Debtor's only source of financing will be the New Funding to be providedby ACH.  After the Effective Date, ACH intends, for the foreseeable future, toadvance to the Reorganized Debtor such funds as are necessary for theReorganized Debtor to comply with its reporting requirements under anyapplicable federal and state securities laws, and to file all required federal,state and local tax returns.  There can be no assurance that the ReorganizedDebtor will be able to raise acquisition financing if needed to complete apossible transaction or provide capital to an acquired business.

**E.                ****Unspecified Industry and Target Company; Competitionfor Business Combinations**

The Reorganized Debtor has not selected any particularindustry in which to concentrate its efforts to effect a RestructuringTransaction; however, the Debtor has been in negotiations with IS Direct.

**F.                 ****Opportunity for Shareholder Evaluation or Approval ofRestructuring Transactions**

The shareholders of the Reorganized Debtor will, in alllikelihood, neither receive nor otherwise have the opportunity to evaluate anyfinancial or other information which will be made available to the ReorganizedDebtor in connection with selecting a potential acquisition or merger targetuntil after a Restructuring Transaction is consummated.  As a result,shareholders of the Reorganized Debtor will be almost entirely dependent on thejudgment of management in connection with the selection of an acquisition ormerger target and the terms of any Restructuring Transaction.

**G.               ****Conflicts of Interest**

The Reorganized Debtor's initial officers and directorsare engaged in business activities outside of the Reorganized Debtor, and theamount of time devoted to the Reorganized Debtor's activities may be limited.  Theremay exist potential conflicts of interest including, among other things, time,effort and Restructuring Transactions with such other business entities.  Toaid the resolution of such conflicts, the Reorganized Debtor will adopt aprocedure whereby a special meeting of the Reorganized Debtor's shareholderswill be called to vote upon a Restructuring Transaction with any affiliatedentity, and shareholders who also hold securities of such affiliated entitywill be required to vote their shares of the Reorganized Debtor's stock in thesame proportion as the Restructuring Debtor's publicly held shares are voted.  Suchprocedure shall be in the form of an informal agreement.

**H.               ****Authorization of Additional Securities**

The Reorganized Debtor's board of directors has the powerto issue any or all of such authorized but unissued shares without shareholderapproval.  Although the Reorganized Debtor has no commitments as of the datehereof to issue any shares of new common stock (aside from the New Common Stockto be issued pursuant to the Plan), the Reorganized Debtor will, in alllikelihood, issue a substantial number of additional shares in connection witha Restructuring Transaction.  To the extent that additional shares of newcommon stock are issued, dilution to the interests of the Reorganized Debtor'sshareholders will occur.

**I.                  ****Possible Future Change in Control and Management**

Upon the successful completion of a RestructuringTransaction, new common stock in the Reorganized Debtor may be issued, whichwhen issued may comprise a majority of the then issued and outstanding sharesof new common stock of the Reorganized Debtor.  In such event, there may be achange of control in the Reorganized Debtor which would most likely result inthe resignation or removal of the Reorganized Debtor's present officers and/ordirectors.  If there is a change in management, no assurance can be given as tothe experience or qualification of such persons either in the operation of theReorganized Debtor's activities or in the operation of the business, assets orproperty being acquired.

**J.                 ****Unforeseeable Risks Associated with RestructuringTransactions**

The Reorganized Debtor may be dependent upon existing ornew management of an acquisition or merger target with which it may engage in aRestructuring Transaction, and may thus lack the control necessary to adjustthe direction of the business in the event such operating management is unableto cope with business problems that may arise.  Because the Reorganized Debtormay participate in a Restructuring Transaction with newly-organized firms orwith firms which are attempting to expand through new products, markets ormethods of distribution, the Reorganized Debtor may face additional specialrisks associated with development stage operations or operating managementlacking in specific experience pertinent to the business involved.  Regardlessof the type of business with which the Reorganized Debtor may become involvedthrough a Restructuring Transaction, it will be subject to all of the riskfactors, which are presently undeterminable, relating to such business and itsindustry.

**K.               ****Possible Use of Debt Financing; Debt of an Acquisitionor Merger Company**

There currently are no****limitations on the Reorganized Debtor'sability to borrow or otherwise raise funds to increase the amount of capitalavailable to effect a Restructuring Transaction.  However, the ReorganizedDebtor's limited resources and lack of operating history will make it difficultto borrow funds.  The amount and nature of any borrowings will depend onnumerous considerations, including capital requirements, perceived ability tomeet debt service on any such borrowings and the than prevailing conditions inthe financial markets, as well as general economic conditions.  There can be noassurance that debt financing, if required or sought, would be available onterms deemed to be commercially acceptable by and in the best interests of theReorganized Debtor.  The inability to borrow funds required to effect orfacilitate a Restructuring Transaction or to provide funds for an additionalinfusion of capital into an acquisition or merger candidate and may have amaterial adverse effect on the Reorganized Debtor's financial condition, futureprospects and ability to complete a Restructuring Transaction.  Additionally,to the extent that debt financing ultimately proves to be available, anyborrowings may subject the Reorganized Debtor to various risks traditionallyassociated with indebtedness, including the risks of interest rate fluctuationsand insufficiency of cash flow to pay principal and interest.  Furthermore, anacquisition 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 thebusiness of investing, reinvesting or trading of securities.  While the ReorganizedDebtor does not intend to engage in such activities, the Reorganized Debtorcould become subject to regulations under the Investment Company Act in theevent the Reorganized Debtor obtains or continues to hold a minority interestin a number of enterprises.  The Reorganized Debtor could be expected to incursignificant registration and compliance costs if required to register under theInvestment Company Act.  Accordingly, management will continue to review theReorganized Debtor's activities from time to time with a view toward reducingthe likelihood the Reorganized Debtor could be classified as an "investmentcompany."

The Reorganized Debtor has not engaged, does not intend toengage, nor does it have the authority to engage in the business of advisingothers, either directly or through publications or writings, as to the value ofsecurities or as to the advisability of investing in, purchasing or sellingsecurities for compensation.  In addition, the Reorganized Debtor does notintend as part of its regular business to issue or promulgate analyses orreports concerning securities.  The Reorganized Debtor does not intend topursue any course of business which would render it an "investment advisor" asthat term is defined in the Investment Advisor's Act of 1940.

**M.             ****No Dividends Anticipated**

In view of the Reorganized Debtor's present financialstatus and contemplated financial requirements, the payment of dividends in theforeseeable future is highly unlikely.

**ARTICLE VII.****CONFIRMATION OF THE PLAN**

Under the Code, the following steps must be taken toconfirm the Plan.

**A.                ****The Confirmation Hearing**

The Code requires the Court, after notice, to hold aconfirmation hearing before a plan of reorganization may be confirmed.  TheConfirmation Hearing in respect of the Plan has been scheduled for [           ](Eastern Time), before the Honorable [           ],United States Bankruptcy Judge, at the United States Bankruptcy Court, SouthernDistrict of Florida, West Palm Beach Division, ___________________, Room[       ], West Palm Beach, Florida.  TheConfirmation Hearing may be adjourned from time to time by the Bankruptcy Courtwithout further notice except for an announcement of the adjourned date made atthe Confirmation Hearing.  Any objection to confirmation must be made in writingand specify in detail the name and address of the objector, all grounds for theobjection and the amount of the Claim or number and type of shares of EquityInterest 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 orbefore [            ](Eastern Time) by [                             ].  The Confirmation Hearing may be adjourned from time to time by the Courtwithout further notice except for the announcement of the adjournment date madeat the Confirmation Hearing or any adjourned Confirmation Hearing.

Objections to confirmation of the Plan are governed byRule 9014.

**B.                ****Requirements for Confirmation of the Plan**

At the Confirmation Hearing, the Court will confirm thePlan only if all of the requirements of section 1129 of the Code are met.  Amongthe requirements for confirmation of a plan are that the plan is (i) acceptedby all impaired classes of claims and equity interests or, if rejected by animpaired class, that the plan *"does not discriminate unfairly"* and is *"fairand equitable"* as to such class, (ii) feasible and (iii) in the *"bestinterests"* of creditors and stockholders that are impaired under the plan.

**1.                 ****Unfair Discrimination and Fair and Equitable Tests**

To obtain nonconsensualconfirmation of the Plan, the Court must determine that the Plan *"does not discriminate unfairly"*and is"*fair and equitable"*withrespect to each impaired, non-accepting Class.  The Code provides anon-exclusive definition of the phrase "*fairand equitable."*The Code establishes *"cram down"*tests for secured creditors, unsecured creditorsand equity holders, as follows:

(x)        Secured Creditors.  Either (i) each impairedsecured creditor retains its liens securing its secured claim and receives onaccount of its secured claim deferred cash payments having a present valueequal to the amount of its allowed secured claim, (ii) each impaired securedcreditor realizes the *"indubitableequivalent"*of its allowed secured claim or (iii) the propertysecuring the claim is sold free and clear of liens with such liens to attach tothe proceeds of the sale and the treatment of such liens on proceeds to be asprovided in clause (i) or (ii) of this subparagraph.

(y)       Unsecured Creditors.  Either (i) eachnon-accepting impaired unsecured creditor class receives or retains under theplan property of a value equal to the amount of its allowed claim or (ii) theholders of claims and interests that are junior to the claims of the dissentingclass will not receive any property under the plan.

(z)       Equity Interests.  Either (i) each holder ofan equity interest will receive or retain under the plan property of a valueequal to the greatest of the fixed liquidation preference to which such holderis entitled, the fixed redemption price to which such holder is entitled or thevalue of the interest or (ii) the holder of an interest that is junior to thenon-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 notlikely to be followed by liquidation or the need for further financialreorganization.  The Debtor believes that it will be able to make all paymentsrequired pursuant to the Plan and, therefore, that confirmation of the Plan isnot likely to be followed by liquidation or the need for further financialreorganization.  The Debtor further believes that it will be able to repay orrefinance all of the then-outstanding indebtedness under the Plan at or priorto the maturity of such indebtedness.  As set forth in Plan Exhibit B, ACH hasplaced the New Funding amount of $129,000 in escrow to meet projectedobligations of the Reorganized Debtor.

**3.                ****Best Interests Test**

With respect to each impaired class of Claims and EquityInterests, confirmation of a plan requires that each holder of a Claim orEquity Interest either (i) accept the plan or (ii) receive or retain under theplan property of a value, as of the effective date, that is not less than thevalue such holder would receive or retain if the debtor were liquidated underchapter 7 of the Code.  To determine what holders of Claims and EquityInterests of each impaired class would receive if the Debtor was liquidatedunder chapter 7, the Court must determine the dollar amount that would begenerated from the liquidation of the Debtor's assets and properties in thecontext of a hypothetical chapter 7 liquidation case.  The cash amount whichwould be available for satisfaction of Claims and Equity Interests wouldconsist of the proceeds resulting from the disposition of the unencumberedassets and properties of the Debtor, augmented by the unencumbered cash held bythe Debtor at the time of the commencement of the hypothetical liquidationcase.  Such cash amount would be reduced by the amount of the costs andexpenses of the liquidation and by such additional administrative and priorityclaims that might result from the termination of the Debtor's business and theuse of chapter 7 for the purposes of liquidation.

The Debtor's costs of liquidation under chapter 7 wouldinclude the fees payable to a trustee in bankruptcy, as well as those thatmight be payable to attorneys and other professionals that such a trustee mightengage.  In addition, Claims would arise by reason of the breach or rejectionof obligations incurred and leases and executory contracts assumed or enteredinto by the Debtor during the pendency of the chapter 11 case.  The foregoingtypes of Claims and other Claims which might arise in a liquidation case orresult from the pending chapter 11 case, including any unpaid expenses incurredby the Debtor during the chapter 11 case such as compensation for attorneys,financial advisors and accountants, would be paid in full from the liquidationproceeds before the balance of those proceeds would be made available to payGeneral Unsecured Claims.

To determine if the Plan is in the best interests of eachimpaired class, the present value of the distributions from the proceeds of aliquidation of the Debtor's unencumbered assets and properties, aftersubtracting the amount attributable to the foregoing Claims, are then comparedwith the value of the property offered to such classes of Claims and EquityInterests under the Plan.

**In light of the fact that the Debtor has no assets, theDebtor has determined that confirmation of the Plan will provide each holder ofan Allowed Claim or Equity Interest with a recovery that is not less than suchholder would receive pursuant to liquidation of the Debtor under chapter 7,inasmuch as holders of Allowed Unsecured Claims will receive full payment andholders of Allowed Equity Interests shall retain their Equity Interests.**

**ARTICLE VIII.****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 willmaximize recoveries by parties in interest, assuming confirmation of the Plan.  The following discussion provides a summary of the Debtor's analysis leading toits conclusion that a liquidation or alternative plan of reorganization wouldnot provide the highest value to parties in interest.

If the Plan cannot be confirmed, the Case may be convertedto Chapter 7.  If converted to Chapter 7, it is highly likely that there wouldbe no Distributions for holders of Allowed Unsecured Claims and holders ofAllowed Equity Interests would not be able to retain such Equity Interests. TheDebtor believes that liquidation under chapter 7 would result in nodistributions to holders of Claims or Equity Interests.

**ARTICLE IX.****FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN**

**A.  **               ****Introduction**
The following discussion summarizes certain federal incometax consequences of the implementation of the Plan to the Debtor and certainholders of Claims.  The following summary does not address the federal incometax consequences to holders whose Claims are entitled to reinstatement orpayment in full in cash under the Plan (e.g., holders of Administrative ExpenseClaims, Other Priority Claims, and Secured Claims) or holders of EquityInterests.

The following summary is based on the Internal RevenueCode of 1986, as amended (the "Tax Code"), Treasury Regulationspromulgated thereunder, judicial decisions, and published administrative rulesand pronouncements of the Internal Revenue Service (the "IRS") as ineffect on the date hereof.  Changes in such rules or new interpretationsthereof may have retroactive effect and could significantly affect the federalincome tax consequences described below.

The federal income tax consequences of the Plan arecomplex and are subject to significant uncertainties.  The Debtor has notrequested a ruling from the IRS or an opinion of counsel with respect to any ofthe tax aspects of the Plan.  Thus, no assurance can be given as to theinterpretation that the IRS will adopt.  In addition, this summary does notaddress foreign, state or local tax consequences of the Plan, nor does itpurport to address the federal income tax consequences of the Plan to specialclasses of taxpayers (such as foreign taxpayers, broker-dealers, banks, mutualfunds, insurance companies, financial institutions, small business investmentcompanies, regulated investment companies, tax-exempt organizations, and investorsin pass-through entities).

This discussion assumes that the various debt and otherarrangements to which the Debtor is a party will be respected for federalincome tax purposes in accordance with their form.

ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN FEDERALINCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT ASUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUALCIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM.  ALL HOLDERS OF CLAIMS AREURGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL AND OTHERTAX CONSEQUENCES APPLICABLE UNDER THE PLAN.

**B.  **              ****Consequences to the Debtor**
**1.                  ****Cancellation of Debt**

The Tax Code provides that a debtor in a bankruptcy casemust reduce certain of its tax attributes - such as net operating loss ("NOL")carryforwards, current year NOLs, tax credits and tax basis in assets - by theamount of any cancellation-of-indebtedness income ("COD") realized bysuch debt in connection with the bankruptcy case. COD is the amount by which theindebtedness discharged (reduced by any unamortized discount) exceeds the fairmarket value of any consideration given in exchange therefore, subject tocertain statutory or judicial exceptions that can apply to limit the amount ofCOD (such as where the payment of the cancelled debt would have given rise to atax deduction). On August 29, 2003, the IRS issued proposed and temporaryregulations addressing the method for applying the attribute reduction describedabove 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 firstsubject to reduction.nbsp; These attributes include:  (1) consolidatedattributes of the debtor member; (2) attributes that arose in separate returnlimitation years of the debtor member; and (3) the basis of property of thedebtor member.  To the extent that the excluded COD exceeds the attributes ofthe debtor member, the regulations generally require the reduction ofattributes of other members.  If the attributes of the debtor member reducedunder 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 tothe attributes of the lower-tier member.

**2.****                ****Limitation on NOL Carryforwards and Other Tax Attributes**

The Debtor expects to report consolidated NOLcarryforwards for federal income tax purposes.  In addition, the Debtor expectsto incur additional losses in the foreseeable future.  The amount of theDebtor's losses and NOL carryforwards remains subject to adjustment by the IRS.

**3.****                ****Alternative Minimum Tax**

In general, a federal alternative minimum tax ("AMT") isimposed on a corporation's alternative minimum taxable income at a 20% rate tothe extent that such tax exceeds the corporation's regular federal income tax.  For purposes of computing taxable income for AMT purposes, certain taxdeductions and other beneficial allowances are modified or eliminated.  Inparticular, even though a corporation otherwise might be able to offset all ofits 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 availableNOL carryforwards (as computed for AMT purposes).  However, recent legislationprovides for a temporary waiver of this limitation for AMT NOL carrybacks orcarryforwards.

In addition, if a corporation (or consolidated group)undergoes an "ownership change" within the meaning of section 382 of the TaxCode and is in a net unrealized built-in loss position on the date of theownership change, the corporation's (or group's) aggregate tax basis in itsassets would be reduced for certain AMT purposes to reflect the fair marketvalue of such assets as of the change date.

Any AMT that a corporation pays generally will be allowedas a nonrefundable credit against its regular federal income tax liability infuture 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 aresubject to any applicable withholding (including employment tax withholding).   Under federal income tax law, interest, dividends, and other reportablepayments may, under certain circumstances, be subject to "backup withholding"(currently, at the rate of 28%).  Backup withholding generally applies if theholder (a) fails to furnish its social security number or other taxpayeridentification number ("TIN"), (b) furnishes an incorrect TIN, (c) failsproperly to report interest or dividends, or (d) under certain circumstances,fails to provide a certified statement, signed under penalty of perjury, thatthe TIN provided is its correct number and that it is not subject to backupwithholding.  Backup withholding is not an additional tax but merely an advancepayment, which may be refunded to the extent it results in an overpayment oftax.  Certain persons are exempt from backup withholding, including, in certaincircumstances, corporations and financial institutions.

***The foregoing summary has been provided forinformational purposes only.  All holders of Claims are urged to consult theirtax advisors concerning the federal, state, local, and other tax consequencesapplicable under the Plan.***

**ARTICLE X.****CONCLUSIONS AND RECOMMENDATIONS**

Based upon the foregoing, the Debtor believes thatconfirmation of the Plan will provide the greatest recovery for all holders ofAllowed Claims and Equity Interests against the Debtor, and recommend that allholders of Allowed Claims and Equity Interests in Classes that are Impaired andentitled to vote on the Plan vote to accept the Plan.

 

 

 

 

 

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****
**eCom eCom.com, Inc.**By:                                                            Barney A. Richmond

**           Acting CEO**

 

 

 I HEREBY CERTIFY that Iam admitted to the Bar of the United States District Court for the SouthernDistrict of Florida and I am in compliance with the additional qualificationsto practice in this Court set forth in Local Rule 2090-1(A)

 

 /s/ Michael D.Seese

_____________________________________

Michael D. Seese,Esq.

FBN 997323

**KLUGER PERETZKAPLAN & 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 Iam appearing* pro hac vice* in this matter pursuant to order of this Courtdated August 21, 2006.

 

_____________________________________Michael Yetnikoff, Esq.

________________________

**SCHIFF HARDINLLP**6600 Sears Tower  Chicago, Illinois  60606Telephone: (312) 258-5500Facsimile: (312) 258-5600

*Counsel for American Capital Holdings, Inc*

 
 ********************