Elcom International, Inc. Files Annual Report on Form 10-K Schedule One Filed Today with the AIM/London Stock Exchange to Propose to List New Shares NORWOOD, Mass., March 30 /PRNewswire-FirstCall/ -- Elcom International, Inc. (BULLETIN BOARD: ELCO), a leading international provider of remotely- hosted eProcurement and Marketplace solutions (the "Company"), today announced that it filed its Annual Report on Form 10-K yesterday, March 29, 2004. The Company also announced that its nominated advisor in the U.K. has filed a Schedule One with the London Stock Exchange associated with the Company's proposed admission to trading on the Alternative Investment Market (the "AIM Listing"). Under the rules of AIM, any company applying to have its shares admitted to AIM must inter alia file a Schedule One (as set out in the AIM rules) which contains summary information on the company, the shares to be admitted and the major shareholders in the company. The Schedule One is required to be filed at least ten business days before the expected date of admission to AIM and is updated with final information, usually three days prior to the date of admission. The Company has now filed a Schedule One with the London Stock Exchange and intends to file an updated Schedule One when the details of the placing are finalised. The Company intends to agree to issue and sell common shares to investors in the U.K. during early April 2004, subject to the AIM Listing becoming effective. The new Elcom shares of common stock would be issued in reliance on the exemption from registration under Regulation S under the Securities Act of 1933 for offshore private or public placements. Under Regulation S, the new shares would not be able to be resold to U.S. persons or to other persons located in the U.S., but may otherwise be traded in the United Kingdom and offshore without other restrictions. The shares proposed to be traded on the AIM exchange will not commingle with the Company's stock traded on the OTCBB until and unless the Company registers the shares listed on AIM, via an S-1 Registration Statement with the SEC. The funds to be derived from such proposed sale of common shares would be used to support the Company's working capital requirements until the Company achieves positive cash flow, which management expects to occur in 2005. The Company is seeking to raise approximately �1.6 million to �2.0 million (approximately $2.9 million to $3.6 million) via this issuance and sale of common shares in the U.K. As of this date, the Company's nominated advisor in the U.K. has received written indications of interest for the sale of its common shares in the U.K. of over �1.7 million (approximately $3.1 million), which is above the minimum range desired by the Company, at a price equal to the conversion rate of the Company's recent placement(s) of Convertible Debentures of $0.1246 per share. See "Recent Sales of Unregistered Securities - Convertible Debentures" in the Company's Form-10K. The agreement to purchase and pricing of this sale of common shares occurs several days prior to the AIM Listing and the pricing thereof is not necessarily indicative of the price at which the shares will trade on the AIM. There can be no assurance that the sale of anycommon shares in the U.K. or the AIM Listing associated therewith, will be consummated. In the event common shares are not sold and/or the AIM Listing is not consummated, the Company would be forced to seek other alternative financing. There can no assurance that any such financing could be realized by the Company, if at all, and on what terms. If the Company is unable to consummate any financing or receive loaned monies to provide sufficient working capital, the Company would be forced to seek protection under bankruptcy laws. The Company expects certain Elcom stockholders, which may include the Chairman and CEO and Vice Chairman and Director, to provide bridge loans to the Company for funds during the period leading up to the proposed AIM Listing. The above referenced shares of common stock of Elcom have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States (or to a U.S. person) absent registration or an applicable exemption from the registration requirements. Robert J. Crowell, Elcom International's Chairman and CEO, said, "We are pleased at the prospect of being listed on the London Stock Exchange's AIM. We believe this listing on the AIM exchange, if consummated as anticipated, is expected to allow the Company to raise sufficient funds to allow it to support its growth and expansion. In addition, the Company anticipates that it will be the recipient of future research in the U.K., which will raise the awareness of the Company to U.K. potential investors. Further, once the Company receives funding from the proposed sale of shares, we anticipate filing an amended Form 10-K which would contain an unqualified opinion as to the Company's ability to continue as a going concern. It is interesting to note that while the capital markets in the United States are severely constrained, especially for smaller capitalized companies, capital is available for growing companies through the London Stock Exchange's AIM. We believe the AIM Listing will allow Elcom to create a new foundation for the Company." Elcom Product Offerings For detailed information on our PECOS(TM) technology and optional Dynamic Trading functionality, please visit our website at http://www.elcominternational.com/products.htm About Elcom International, Inc. Elcom International, Inc. (OTC:ELCO) (BULLETIN BOARD: ELCO) is a leading international provider of remotely-hosted eProcurement and private eMarketplace solutions. Elcom's innovative remotely-hosted technology establishes the next standard of value and enables enterprises of all sizes to realize the many benefits of eProcurement without the burden of significant infrastructure investment and ongoing content and system management. PECOS Internet Procurement Manager, elcom, inc.'s remotely-hosted eProcurement and eMarketplace enabling platform was the first "live" remotely-hosted eProcurement system in the world. Additional information can be found at http://www.elcominternational.com/ Information Associated with Fairness Disclosure Regulation (Regulation FD) To view the Schedule One filing at the AIM, go to http://www.londonstockexchange.com/, then click in the upper right hand corner on RNS News, then in the search box entitled "Company Name" insert the letters "aim" and click on the red "Go" button. Then tick the box next to "AIM" and then click on the red button "View Announcements". If you then view the Search Results you will see that Elcom International is listed with a date of 30 March 2004. STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT Except for the historical information contained herein, the matters discussed in this press release could include forward-looking statements or information. All statements, other than statements of historical fact, including, without limitation, those with respect to the Company's objectives, plans and strategies set forth herein and those preceded by or that include the words "believes," "expects," "targets," "intends," "anticipates," "plans," or similar expressions, are forward-looking statements. Although the Company believes that such forward-looking statements are reasonable, it can give no assurance that the Company's expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties which could cause the Company's future results to differ materially from those anticipated, including: (i) availability and terms of appropriate working capital and/or other financing to keep theCompany operating, particularly in light of the audit opinion from the Company's independent accountants in this Annual Report on Form 10-K as to the Company's necessity to raise capital to continue as a going concern past April 2004, the Company's $515,000 in cash and cash equivalents at December 31, 2003 and its history of ongoing operating losses; (ii) the overall marketplace and client's acceptance and usage of eCommerce software systems, including corporate demand therefor, the impact of competitive technologies, products and pricing, particularly given the subsequently larger size and scale of certain competitors and potential competitors, and control of expenses, revenue growth, corporate demand for eProcurement and eMarketplace solutions; (iii) the consequent results of operations given the aforementioned factors; and (iv) the necessity of the Company to raise additional working capital to fund operations during April 2004 and the availability of any such funding to the Company and other risks detailed from time to time in the Company's Annual Report on Form 10-K filed on March 29, 2004 and in its other SEC reports and statements. In the event the Company is unable to raise additional working capital from additional implementation, professional services fees, and monthly license and other fees, or by the sale of assets or by other means, including the proposed AIM Listing, the Company would be forced to seek protection under U.S. bankruptcy laws. The Company assumes no obligation toupdate any of the information contained or referenced in this press release. DATASOURCE: Elcom International, Inc. CONTACT: Investor Relations of Elcom International, Inc., Web site: http://www.elcom.com/

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