UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 12, 2005
E COM VENTURES, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-19714 65-0977964
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
251 International Parkway
Sunrise, Florida 33325
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(Address of Principal Executive Office) (Zip Code)
(954) 335-9100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
(a) On December 12, 2005, the management of the Company concluded that the pro
forma information for the thirteen and twenty-six weeks ended July 30, 2005
contained in Footnote 2 to the Company's financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 2005 did
not properly reflect the effect of an issuance of stock options granted during
the period. Accordingly, the Company has determined these financial statements
should no longer be relied upon. Management has discussed this matter with the
audit committee and the independent registered public accountant.
The Company will be filing, as soon as practicable, an Amended Quarterly
Report on Form 10-Q/A for the quarter ended July 30, 2005, which will include
the required correction to the pro forma information. The restatement has no
impact on the Company's condensed consolidated balance sheets, condensed
consolidated statements of operations and related net loss per common share
amounts and condensed consolidated statement of cash flows.
The Company is unaware of any evidence that the restatement is due to any
material noncompliance by the Company, or as a result of misconduct, with any
financial reporting requirement under the securities laws. The Audit Committee
and the executive officers of the Company discussed with the Company's external
auditors the matters disclosed pursuant to Item 4.02(a) of this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
E COM VENTURES, INC.
Date: December 16, 2005 By: /s/ A. MARK YOUNG
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A. Mark Young
Chief Financial Officer