UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________________ to ____________________
Commission file number 000-28547
800America.com, Inc.
--------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0567884
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or jurisdiction) Identification No.)
420 Lexington Avenue
New York, New York 10170
----------------------------------------
(Address of principal executive offices)
(800) 999-5048
--------------------------
(Issuers telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_ No ____
There were 20,607,986 shares of common stock $0.001 par value per share, issued
and outstanding as of August 12, 2002.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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PART I -- FINANCIAL INFORMATION
Item 1.
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FINANCIAL STATEMENTS
800AMERICA.COM, INC.
New York, New York
June 30, 2002
CONTENTS
Page
----
Accountants' Review Report 3
Condensed Balance Sheets 4
Condensed Statements of Income and Retained Earnings 5
Condensed Statements of Changes in Stockholders' Equity 6
Condensed Statements of Cash Flows 7
Selected Notes to Financial Statements 8-10
Independent Accountants' Review Report
Board of Directors
800America.com, Inc.
New York, New York
We have reviewed the accompanying condensed balance sheets of 800America.com,
Inc. as of June 30, 2002, June 30, 2001 and December 31, 2001, and the related
condensed statements of income, shareholders' equity, and cash flows for the
three months and six months ended June 30, 2002 and June 30, 2001. These
financial statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles for interim financial
statements.
As discussed in Note number 9 of Selected Notes to Financial Statements, certain
errors resulting in understatement of previously reported net income as of June
30, 2002 and December 31, 2001 and an overstatement of June 30, 2001 were
discovered by management of the Company during the current year. Accordingly,
an adjustment has been made to the financial statements to correct the error.
Piltz, Williams, LaRosa & Co.
August 12, 2002, except for the changes shown
in Note 9, which is October 25, 2002
Biloxi, Mississippi
3
800AMERICA.COM, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
June 30, December 31, June 30,
2002 2001 2001
----------- ----------- -----------
ASSETS
CURRENT ASSETS
Cash $19,447,574 $13,201,125 $ 5,370,913
Accounts receivable 53,752 1,022,320
Allowance for bad debts (154,000)
Interest receivable 27,849 17,151
Notes receivable 301,570 301,570
Investment, short-term 1,300,000
Deferred tax assets 52,360
----------- ----------- -----------
Total current assets 21,076,993 13,573,598 6,291,593
----------- ----------- -----------
PROPERTY AND EQUIPMENT
Equipment 1,087,201 1,087,201 873,300
Software 4,668,630 4,477,650 2,459,650
----------- ----------- -----------
Totals 5,755,831 5,564,851 3,332,950
LESS accumulated depreciation 2,472,535 1,585,794 826,769
----------- ----------- -----------
Total property and equipment 3,283,296 3,979,057 2,506,181
----------- ----------- -----------
OTHER ASSETS
Other intangible assets (net) 3,941,888 2,912,165 1,716,045
Goodwill (net) 4,350,976 4,350,976 1,713,842
Bond deposit 500,000
Other assets 27,533
----------- ----------- -----------
Total other assets 8,292,864 7,790,674 3,429,887
----------- ----------- -----------
Totals $32,653,153 $25,343,329 $12,227,661
=========== =========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 239,488 $ 230,077 $ 180,696
Membership dues payable 770,892 770,892
Taxes payable - income tax 1,281,018 975,272 1,022,682
Deferred income 910,043 649,276 520,737
Other current liabilities 27,471
----------- ----------- -----------
Total current liabilities 3,201,441 2,625,517 1,751,586
----------- ----------- -----------
OTHER LIABILITIES
Deferred income tax 1,026,484 1,282,135 594,604
----------- ----------- -----------
PREFERRED STOCK, REDEMPTION OUTSIDE CONTROL OF COMPANY
Common stock, $0.001 par value, 1,958,972 and 2,000,000 shares,
respectively, subject to put options, put price of
2.25 to $2.60 per share, total redemption price $5,067,327
and $5,182,140, June 30, 2002 and December 31, 2001, respectively 5,067,327 5,182,140
LESS stock escrow 115,015
----------- ----------- -----------
Total preferred stock, redemption outside of Company 5,067,327 5,067,125
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized,
0 shares issued
Common stock, $0.001 par value, 50,000,000 shares authorized,
20,073,465, 18,724,493 and 15,430,000 shares issued and outstanding,
respectfully, 1,958,972 June 30, 2002 and 2,000,000 shares December 31, 2001
shown as preferred stock 18,115 16,725 15,430
Additional paid-in capital 8,614,160 6,457,791 3,892,143
Treasury Stock purchased (50,000) (50,000)
Retained earnings 14,775,626 9,944,036 5,973,898
----------- ----------- -----------
Total stockholders' equity 23,357,901 16,368,552 9,881,471
----------- ----------- -----------
Totals $32,653,153 $25,343,329 $12,227,661
=========== =========== ===========
See Accompanying Selected Notes to Financial Statements.
4
800AMERICA.COM, INC.
CONDENSED STATEMENTS OF INCOME
THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
(Unaudited)
2002 2002 2001 2001
Three Six Three Six
Months Months Months Months
---------- ----------- ---------- -----------
SALES $1,789,347 $ 4,271,380 S S
Cost of sales:
Amortization 79,167 158,333
---------- ----------- ---------- -----------
Sales margin 1,710,180 4,113,047
Commissions 5,168,817 10,779,477 4,692,972 8,582,596
Subscription fees and membership dues 400,191 884,883 47,417 199,013
---------- ----------- ---------- -----------
Total revenue 7,279,188 15,777,407 4,740,389 8,781,609
---------- ----------- ---------- -----------
COST AND EXPENSES
Payroll cost 643,885 1,352,973 192,956 379,870
Advertising 2,300,000 4,526,000 719,759 1,147,119
Depreciation - amortization 606,868 1,132,506 290,013 385,837
Bad debts 53,752 53,752 15,000 15,000
General and administration 732,900 1,555,535 778,516 1,461,452
---------- ----------- ---------- -----------
Total cost and expenses 4,337,405 8,620,766 1,996,244 3,389,278
---------- ----------- ---------- -----------
Income from operations 2,941,783 7,156,641 2,744,145 5,392,331
---------- ----------- ---------- -----------
OTHER INCOME
Interest 81,925 163,949 24,698 43,506
Sale of assets 500,000 500,000
---------- ----------- ---------- -----------
Total other income 81,925 163,949 524,698 543,506
---------- ----------- ---------- -----------
Income before provision for income taxes 3,023,708 7,320,590 3,268,843 5,935,837
Provision for income taxes 1,028,061 2,489,000 1,111,407 2,018,184
---------- ----------- ---------- -----------
Net income $1,995,647 $ 4,831,590 $2,157,436 $3,917,653
========== =========== ========== ===========
Net earnings per share, common basic stock $ 0.11 $ 0.27 $ 0.15 $ 0.26
Net earnings per share, common stock fully diluted $ 0.10 $ 0.23 $ 0.12 $ 0.23
See Accompanying Selected Notes to Financial Statements.
5
800AMERICA.COM, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unuaudited)
Additional
Common Stock Paid In Retained Treasury Stockholders'
Shares Amount Capital Earnings Stock Equity
---------- ---------- ----------- ----------- -------- -----------
Balances December 31, 2000 13,412,000 $ 13,412 $1,943,134 $2,053,245 $ $4,009,791
Stock issued pursuant to the
acquisition of inshop.com,
February 2, 2001 1,817,943 1,818 1,815,676 1,817,494
Stock issued pursuant to the
acquisition of Ebiz.com,
May 30, 2001 200,000 200 133,333 133,533
Net income for the six months
ended June 30, 2001 3,920,653 3,920,653
---------- --------- ---------- ----------- -------- -----------
Balances June 30, 2001 15,429,943 $ 15,430 $3,892,143 $5,973,898 $ 0 $9,881,471
========== ========= ========== =========== ======== ==========
Additional
Common Stock Paid In Retained Treasury Stockholders'
Shares Amount Capital Earnings Stock Equity
---------- ---------- ----------- ---------- -------- -----------
Balances December 31, 2001 16,724,493 $ 16,725 $6,457,791 $9,944,036 $(50,000) $16,368,552
Stock issued pursuant to the
acquisition of Youtopia.com,
January 8, 2002 650,000 650 1,624,350 1,625,000
Stock options exercised 575,000 575 291,317 291,892
Shares issued for consulting
services 165,000 165 240,702 240,867
Net income for the six months
ended June 30, 2002 4,831,590 4,831,590
---------- --------- ----------- ----------- --------- -----------
Balances June 30, 2002 18,114,493 $ 18,115 $8,614,160 $14,775,626 $(50,000) $23,357,901
========== ========= ========== =========== ========= ===========
See Accompanying Selected Notes to Financial Statements.
6
800AMERICA.COM, INC.
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)
June 30,
2002 2001
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,831,590 $ 3,917,653
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,290,839 385,837
Bad debts 53,752 15,000
Non-cash compensation and expenses 332,435
Sale of assets (500,000)
Changes in operating assets and liabilities:
Prepaid assets - increase 75,000
Interest receivable (10,698)
Accounts receivable - increase (26,676)
Deferred income received 260,767 520,737
Accounts payable - increase 9,411 155,750
Deferred income taxes (41,441) (5,100)
Taxes payable - increase 91,917 655,244
Other current liabilities - increase 27,471
----------- -----------
Net cash provided by operating activities 6,818,572 5,220,916
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets 500,000
Stock escrow - decrease 115,015
Bond - China received 500,000
Purchase of equipment and software (1,598,732)
Investment, short-term (4,000,000)
Short-term investment returned 2,700,000
Other assets 27,533 47,749
----------- -----------
Net cash used in investing activities (657,452) (1,050,983)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of debts assumed in merger transaction (918,785)
Redemption of preferred stock (114,813)
Additional paid-in capital 199,567
Sale of common stock 575 2,018
----------- -----------
Net cash provided by financing activities 85,329 (916,767)
----------- -----------
Net increase in cash 6,246,449 3,253,166
Beginning cash balance 13,201,125 2,117,747
----------- -----------
Ending cash balance $ 19,447,574 $ 5,370,913
=========== ===========
See Accompanying Selected Notes to Financial Statements.
7
800AMERICA.COM, INC.
SELECTED NOTES TO FINANCIAL STATEMENTS
UNAUDITED
---------
1. The accompanying unaudited financial statements have been prepared with the
accounting policies in effect as of December 31, 2001 as set forth in the
Notes to Financial Statements of 800America.com, Inc. In the opinion of
Management, all adjustments necessary for a fair presentation of the
condensed financial statements have been included and are of a normal
recurring nature.
The accompanying unaudited condensed financial statements have been
prepared also in accordance with the instructions to Form 10-Q and Rule
10-01 of Regulations S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The statements include
information required for interim financial statements.
2. The results of operations for the six months ended June 30, 2002 and 2001,
are not necessarily indicative of the results to be expected for the full
year.
3. Per share data is based on the weighted average shares of common stock
outstanding of 17,777,626 and 15,356,925 for the six months ended June 30,
2002 and 2001, respectively. Per share data for diluted shares is based on
the weighted average diluted shares of common stock outstanding of
20,825,237 and 17,106,925 for the six months ended June 30, 2002 and 2001,
respectively.
4. The Company acquired the assets of Youtopia.com in a purchase transaction
for six hundred fifty thousand shares of its previously unissued common
stock. The stock had a value of $2.50 per share at the time of the
transaction. The fair market value of the assets acquired in the
transaction were as follows:
Software $ 191,180
Subscriber list 1,433,820
---------
Total $ 1,625,000
=========
Youtopia, Inc. had ceased operations in October 2001 prior to its assets
being acquired by 800America.com, Inc. in 2002. It had terminated all its
employees and was in the process of trying to recoup its investment.
800America's primary reason for the purchase was to obtain its member list.
Financial statements were unavailable. Therefore, pro forma information is
not provided.
5. Deferred income taxes result from book/tax basis difference in assets
acquired in tax free merger transactions.
6. The Company entered into a fifty percent joint venture with another company
for direct sales of certain closeout items in South America. The Company
invested $4,000,000 in the first quarter in this joint venture. The
arrangement is short term and should be completed in the third quarter of
2002. $2,700,000 of the Company's investment has been returned as of June
30, 2002.
7. The Company paid $2,438,528 and $1,476,966 in income tax for the six months
ended June 30, 2002 and 2001, respectively. No interest was paid during
those periods.
8
800AMERICA.COM, INC.
SELECTED NOTES TO FINANCIAL STATEMENTS
UNAUDITED
---------
(Continued)
8. Non cash transactions included the issuance of 650,000 shares of common
stock for Youtopia.com with a value of $1,625,000, as described in note 4
above. The Company also issued 165,000 shares of common stock for
consulting services with a value of $240,702 during the six months ended
June 30, 2002. Non cash compensation of $91,750 was recognized in the
exercise of options in the Company stock option plan on 170,000 shares.
9. The Company's financial statements have been restated to reflect the
correction of errors in recording the costs and liabilities associated with
acquisitions and mergers, to record deferred income relative to
subscription fees, to record the redeemable preferred shares, to record the
income tax effects of the corrections and to record any resultant effect on
the income statement. The effect of this restatement is as follows:
June 30, 2002
As Previously As
reported restated
----------- -----------
Balance sheet
Assets
Software $ 3,895,650 $ 4,668,630
Accumulated depreciation 2,278,157 2,472,535
Other intangible assets 4,517,289 3,941,888
Goodwill 5,421,091 4,350,976
Liabilities
Taxes payable Income taxes 1,478,242 1,281,018
Deferred income 787,295 910,043
Deferred income tax 2,249,402 1,026,484
Preferred stock redemption, outside
control of Company 5,067,327
Stockholderequity
Common stock 20,136 18,115
Additional paid-in capital 12,814,552 8,614,160
Treasury stock 164,813 50,000
Retained earnings 15,524,873 14,775,626
Statement of income
Sales 4,271,380
Cost of sales amortization 158,333
Subscription fees 358,355 884,883
Depreciation and amortization 1,161,849 1,132,506
General and administration 1,533,250 1,555,535
Provision for income taxes 2,347,602 2,489,000
Net income 4,597,735 4,831,590
Net earnings per share:
Basic 0.23 0.27
Diluted 0.20 0.23
9
June 30, 2001
As Previously As
reported restated
----------- -----------
Balance sheet
Assets
Software $ 3,695,650 $ 4,477,650
Accumulated depreciation 1,607,545 1,585,794
Other intangible assets 2,633,493 2,912,165
Goodwill 2,774,266 4,350,976
Other assets 199,917 27,533
Liabilities
Taxes payable Income taxes 1,027,518 975,272
Deferred income 649,276
Deferred income tax 1,282,135
Preferred stock redemption, outside
control of Company 5,182,140
Stockholderequity
Common stock 18,725 16,725
Additional paid-in capital 10,605,671 6,457,791
Retained earnings 10,368,883 9,994,036
Statement of income
Sales 2,545,786
Cost of sales - amortization 120,833
Subscription fees 1,393,750 744,474
Depreciation and amortization 1,147,113 1,178,642
General and administration 3,425,812 2,229,400
Provision for income taxes 4,323,804 4,315,499
Net income 8,315,456 8,305,462
Net earnings per share:
Basic 0.52 0.53
Diluted 0.46 0.47
10
Item 2. Management's Discussion and Results or Plan of Operation.
General
We operate various Internet web sites in three areas: Business to Business;
Business to Consumers, which includes our publishing operations, and Technology.
Our goal is to bring buyers and sellers together in an efficient and easy format
and generate income based on the transactions. Our technologies coupled with our
customer approach continue to strengthen relationships with our customers. These
technologies are providing the foundation needed to scale and grow the
e-commerce businesses profitably across geographic regions and multiple product
lines.
Sites operated under the 800America Network are OneTwoClick.com,
RothmanCloseouts.com, InternetWEbGuide.com, FileShooter.com, InShop.com,
eBiz4biz.com, cs-live.com, iGain.com, IPS payment.com, WizardWorld.com and
Youtopia.com.
Results of Operations
Certain revisions have been made to our financial statements. Please see Note 9
of Selected Notes to Financial Statements for a summary of the revisions.
Quarter Ended June 30, 2002 Compared to Quarter Ended June 30, 2001.
We had revenues of $7,279,188 for the quarter ended June 30, 2002 compared to
revenues of $4,740,389 for the quarter ended June 30, 2001. Approximately,
$800,000 of our revenues during the period were derived from an off-line venture
whereby we joint ventured with a company to sell closeout merchandise into the
South American market. Each of the parties invested $4,000,000. All costs and
expenses, profits and losses were shared equally by the parties. We did not
participate in the management and operation of this venture. Our total
investment was $4,000,000. As of July 2002, we had received our total
investment back. We do not regularly engage in these types of ventures but, as
the opportunity arises we may engage in them in the future.
Approximately 23% of our total revenues were derived from foreign sources for
the period. Approximately 65% of our foreign revenue came from our
Business-to-Business operations, approximately 16% from our Technology
operations and the balance from our Business-to-Consumer operations.
Approximately 65% of the foreign revenue came from South America and the balance
from the Far East and Europe.
Net income for the quarter ended June 30, 2002 was $1,995,647 compared to net
income of $2,157,436, for the quarter ended June 30, 2001. Total operating
expenses for the quarter ended June 30, 2002 were $4,337,405 resulting in net
operating income for the quarter of $2,941,783. This compares to total operating
expenses of $1,996,244 for the quarter ended June 30, 2001, resulting in net
operating income of $2,744,145. This increase in operating expenses is a result
11
of our continuing to grow our business in order to increase revenues. Because of
our limited operating history with our various web sites, management cannot
predict, based upon past performance, whether the above listed cost and expense
categories are relatively stable or subject to a substantial degree of
volatility. Management continues to expect that advertising costs will be a
significant part of our operating structure. Advertising expenses for the
period ending June 30, 2002 were $2,300,000 compared with $719,759 for the three
months ended June 30, 2001.
--------------------------------------------------------------------------------
Liquidity And Capital Resources
Cash and cash equivalents as of June 30, 2002 were $19,447,574. At June 30,
2002, we had current assets of $21,076,993 and current liabilities of $3,201,441
resulting in working capital at June 30, 2002 (current assets less current
liabilities) of $17,875,552.
During the period we announced a buy-back program whereby we intend to purchase
ten percent of our outstanding Common Stock.
We are obligated to stand ready to repurchase 1,958,972 shares of our Common
Stock from certain stockholders who acquired our shares in exchange for shares
in two acquisitions we concluded last year and from purchasers in a private
placement. The repurchase price is $2.60 per share. In October 948,972 shares
will be subject to repurchase unless certain events occur sooner, with one of
the events being that our current CEO no longer remains at that position, and
the balance will be subject to repurchase in December of 2002. This obligation
is not part of our buy-back program.
We believe that our current capital resources and liquidity are adequate for at
least the next twelve months. Other than costs in connection with the further
development of our web sites, we do not have any plans for significant capital
or operating expenditures above our current level unless we determines to
develop additional web sites that could result in additional development costs.
We may also make additional acquisitions which might be financed, at least in
part, with our own funds.
Six Months Ended June 30, 2002 Compared With June 30, 2001
Results of Operations
We had revenues of $15,770,407 for the six months ended June 30, 2002 compared
with revenues of $8,781,609 for the six months ended June 30, 2001. The increase
was primarily the result of increased commissions. Net income was $4,831,590 for
the six months ended June 30, 2002, compared with net income of $3,917,653 for
the six months ended June 30, 2002. Total operating expenses were $8,620,766 for
the six months ended June 30, 2002 compared with $3,389,278 for the six months
ended June 30, 2001. Foreign sales accounted for approximately 22% of our total
revenues for the six month period ending June 30, 2002. Approximately 60% of our
foreign revenue came from our Business-to-Business operations, 17% from our
Technology operations and the balance from our Business-to-Consumer operations.
12
Liquidity and Capital Resources
Net cash provided for operating activities was $6,818,572 for the six months
ended June 30, 2002 compared with net cash of $5,220,916 for the six months
ended June 30, 2001. The increase in net cash was primarily attributable to an
increase in revenues and a decrease in operating costs. During the six months
ended June 30, 2001, we sold assets for approximately $500,000.
Events Subsequent to June 30, 2002
In July 2002, we repurchased 163,000 shares of our common stock under our
buy-back program.
--------------------------------------------------------
Forward Looking Statements
This report on Form 10-QSB contains certain forward-looking statements that are
based on what we believe are reasonable beliefs and assumptions of management.
Often, these statements can be recognized because of the use of words such as
believe, anticipate, intend, estimate and expect in the statements. Such
forward-looking statements obviously involve known and unknown risks,
uncertainties, and other factors that may cause the actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
--------------------------------------------------------
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
We are a party to litigation incurred in connection with the ordinary operation
of our business. We do not believe that any adverse result in the various
litigation matters would have a material effect on our operations or financial
condition.
In March 2001, we were served with a summons and complaint in an action titled
Jeffrey Steiner against inShop.com, Inc. and 800America.com, Inc. The action is
pending in the Supreme Court of the State of New York, County of New York. The
complaint seeks $500,000 for stock redemption proceeds, plus any accrued and
unpaid dividends and other relief in connection with our acquisition of shares
of inShop.com, Inc. The proceedings are currently in the discovery stage.
Item 2. Changes in Securities and Use of Proceeds
In April and May of 2002, the registrant issued a total of 13,334 shares of its
Common Stock to a consultant who is an "accredited investor" as that term is
used in Rule 506 of Regulation D of the Securities Act of 1933, as amended.
13
Item 3. Exhibits and Reports on Form 8-K
(a) the following exhibits are filed as part of this report.
99.1 CEO and CFO Certifications required under Section 906 of the
Sarbanes - Oxley Act of 2002
--------------------------------------------------------------------------------
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
800America.com, Inc.
Date: November 11, 2002 By: /s/ David E. Rabi
---------------------------
David E. Rabi
Chief Executive Officer (Principal
Executive Officer)
Chief Financial Officer and Chief
Accounting Officer
14
CERTIFICATIONS
--------------
I, David E. Rabi, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of 800 America.com,
Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report.
Date: November 11, 2002 By:
/s/ David E. Rabi
--------------------------------
David E. Rabi, Chief Executive
Officer and Chief Financial Officer
15