SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2005 Commission File Number 33-96638-A eCom eCom.com, Inc. - ----------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Florida 65-0538051 - ------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Village Square Crossing, Suite 202 Palm Beach Gardens, Florida 33410 - ----------------------------------------------------------------------------- (Address of principal executive offices) (561) 207-6395 - ----------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 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 [ ] As of November 30, 2005 the issuer had 49,955,112 shares of common stock, $.0001 Par Value, outstanding. Transitional Small Business Disclosure format: Yes [ ] No [ X ] eCom eCom.com, Inc. Form 10-QSB NOVEMBER 30, 2005 INDEX PAGE NO. PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 3 Balance Sheets: November 30, 2005 and 2004 (Unaudited) 4 Statements of Operations: Six Months Ended November 30, 2005 and 2004 (Unaudited) 5 Statements of Operations: Three Months Ended November 30, 2005 and 2004 (Unaudited) 6 Statements of Shareholders' Deficit: From May 31, 2004, through November 30, 2005 (Unaudited) 7 Statements of Cash Flows: Six Months Ended November 30, 2005 and 2004 (Unaudited) 8 Notes to Financial Statements 10 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 23 ITEM 3 CONTROLS AND PROCEDURES 27 PART II OTHER INFORMATION ITEMS 1-6 30 SIGNATURES AND CERTIFICATIONS 31 Exhibit 31.1 Certification required under Section 302 of 32 the Sarbanes-Oxley Act of 2002 by the CE0 Exhibit 31.2 Certification required under Section 302 of 33 the Sarbanes-Oxley Act of 2002 by the CFO Exhibit 32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act 34 2 Wieseneck, Andres & Company, P.A. Certified Public Accountants 772 U. S. Highway 1, Suite 100 North Palm Beach, Florida 33408 (561) 626-0400 Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453 Paul M. Wieseneck, C.P.A. *Regulated by the State of Florida REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders eCom eCom.com, Inc. Palm Beach Gardens, Florida We have reviewed the accompanying balance sheets of eCom eCom.com, Inc., as of November 30, 2005 and 2004, and the related statements of operations, for three and six month periods ended November 30, 2005 and 2004, the statement of changes in stockholders' equity from May 31, 2004 through November 30, 2005, and the statement of cash flows for the six month periods ended November 30, 2005 and 2004. These financial statements are the responsibility of the company's management. We conducted our review in accordance with the standards of the Public Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), 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 interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. /s/Wieseneck, Andres & Company, P.A. North Palm Beach, Florida January 13, 2006 3 ECOM ECOM.COM, INC. Balance Sheets (Unaudited) NOV 30, 2005 NOV 30, 2004 --------------- -------------- ASSETS Current Assets Cash and cash equivalents $ 6,838 $ 60 Due from affiliated companies 1,280 227,377 Prepaid expenses 68,039 36,958 ------------ ------------ Total Current Assets 76,157 264,395 ------------ ------------ Property and Equipment, net 220 439 ------------ ------------ Other Assets Other assets 0 2,250 ------------ ------------ Total Other Assets 0 2,250 ------------ ------------ Total Assets $ 76,377 $ 267,084 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 104,444 $ 120,435 Accrued expenses 44,000 44,000 Current portion of long-term debt 675,368 534,883 Interest accrued on current portion 39,029 27,809 ------------ ------------ Total Current Liabilities 862,841 727,127 Notes Payable, Net of Current Portion - - ------------ ------------ Total Liabilities 862,841 727,127 ------------ ------------ Stockholders' Equity Common stock, $.0001 par value, 200 million shares authorized, 49,955,112 and 49,955,112 shares issued and outstanding 4,995 4,995 Paid-in capital 6,569,537 6,569,537 Dividends 0 (96,125) Accumulated deficit (7,360,996) (6,938,450) ------------ ------------ Total Stockholders' Deficit (786,464) (460,043) ------------ ------------ Total Liabilities and Stockholders' Equity $ 76,377 $ 267,084 ============ ============ Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 4 ECOM ECOM.COM, INC. STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004 (UNAUDITED) 2005 2004 ______________ _______________ Revenues Net Sales $ - $ 439 Cost of Sales (110) (147) ______________ _______________ Gross Profit (110) 292 ______________ _______________ Other Operating Expenses Sales and marketing - 88 Product development - - General and administrative 42,027 50,561 Amortization - 333 ______________ _______________ Total Operating Expenses 42,027 50,982 ______________ _______________ Loss from Operations (42,137) (50,690) Other Income (Expense) Interest expense (119) (22,573) Write off of Related Party Notes Receivable (138,584) - ______________ _______________ Total Other Expenses (138,703) (22,573) ______________ _______________ Net Loss (180,840) (73,263) ______________ _______________ Other Comprehensive Income/Loss Unrealized Loss on Securities (87,382) - ______________ _______________ Comprehensive Loss $ (87,382) $ - ============== =============== Net Loss Per Common Share $ (.003) (.001) ============== =============== Weighted Average Shares Outstanding 49,955,112 49,955,112 ============== =============== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 5 ECOM ECOM.COM, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004 (UNAUDITED) 2005 2004 ______________ _______________ Revenues Net Sales $ 0 $ 120 Cost of Sales (55) (67) ______________ _______________ Gross Profit (55) 53 ______________ _______________ Other Operating Expenses Sales and marketing - 24 General and administrative 11,972 25,392 Amortization - - ______________ _______________ Total Operating Expenses 11,972 25,416 ______________ _______________ Loss from Operations (12,027) (25,363) Other Income (Expense) Interest income - - Interest expense - (12,049) ______________ _______________ Total Other Expenses - (12,049) ______________ _______________ Net Loss $ (12,027) (37,412) ============== =============== Net Loss Per Common Share $ (.000) (.001) ============== =============== Weighted Average Shares Outstanding 49,955,112 49,955,112 ============== =============== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 6 ECOM ECOM.COM, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FROM MAY 31, 2004, THROUGH NOVEMBER 30, 2005 (Unaudited) ---------- Common Stock -------------- Number At Add'l Retained Accum. Total of Par Paid In Earnings Compreh. Stockholder Shares Value Capital (Deficit) Gain (Deficit) ---------- ------ ------- ----------- ------- ----------- Balance, May 31, 2004 49,955,112 4,995 6,579,537 (7,140,494) 87,382 (468,580) Elimination of Subsidiaries Consolidated Losses At Spin-Off - - (10,000) 187,925 - 177,925 Assets Distributed To Subsidiaries At Spin-Off (96,124) (96,124) Net Loss - - - (131,463) (131,463) ---------- ------ ----------- ----------- ------- ----------- Balance, May 31, 2005 49,955,112 4,995 6,569,537 (7,180,156) 87,382 (518,242) Net Loss - - - (180,840) - (268,222) Comprehensive Loss - (87,382) ---------- ------ ----------- ----------- ------- ----------- Balance, Nov. 30, 2005 49,955,112 $4,995 $6,569,537 $(7,360,996) $ 0 $ (786,464) =========== ======= ========== =========== ======== =========== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 7 ECOM ECOM.COM, INC. STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 _______________ _______________ Cash Flows From Operating Activities Cash received from customers $ 0 $ 439 Cash paid to suppliers and employees (109,020) (1,902) Interest paid (119) (22,573) _______________ _______________ Net Cash Flows Used in Operating Activities (109,139) (24,036) _______________ _______________ Cash Flows From Investing Activities Purchase of equipment (0) (0) _______________ _______________ Net Cash Flows Provided By (Used In) Investing Activities (0) (0) _______________ _______________ Cash Flows From Financing Activities Proceeds of loans from stockholders 115,977 26,194 Repayment of loans to stockholders 0 (2,235) Issuance of note receivable 0 0 _______________ _______________ Net Cash Flows Provided By (Used In) Financing Activities 115,977 23,959 _______________ _______________ Net Increase/(Decrease) in Cash 6,838 (77) Cash and Cash Equivalents at Beginning of Period 0 137 _______________ _______________ Cash and Cash Equivalents at End of Period $ 6,838 $ 60 =============== =============== Supplemental Disclosures - ------------------------ Non-Cash transactions Stock issued for payment of services 0 0 Stock issued for repayment of debt 0 0 Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 8 ECOM ECOM.COM, INC. STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004 (Unaudited) Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities: 2005 2004 _______________ _______________ Net Loss $ (268,222) $ (73,263) Add items not requiring outlay of cash: Depreciation and amortization 110 443 Write off of Related Party Notes Receivable 138,584 0 Comprehensive Loss 87,382 0 Cash was increased by: Decrease in inventory 0 33,444 Increase in accrued interest payable 0 10,265 Increase in accounts payable 0 5,075 Cash was decreased by: Increase in prepaid expenses (53,113) 0 Decrease in accounts payable (13,880) 0 _______________ _______________ Net Cash Flows Used In Operating Activities $ (109,139) $ (24,036) =============== =============== Read accompanying summary of accounting policies, notes to financial statements and independent accountants' review report. 9 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE A - NATURE OF OPERATIONS eCom eCom.com, Inc. ("eCom" or "the Company") was incorporated in the State of Florida on June 14, 1994. During the prior fiscal year eCom changed its direction to focus on separating all ten of its current business segments, USA SportsNet, Inc., USA Performance Products, Inc., eSecureSoft Corp., USAS Digital, Inc., Pro Card Corporation, AAB National Company, A Classified Ad, Inc., Swap and Shop.net Corp., A Super Deal.com, Inc. and MyZipSoft, Inc. This plan was undertaken for the purposes of allowing the management and employees the opportunity to operate each segment independently. Also, to have the ability for each segment, to raise its own funding for growth and expansion. On June 4, 2004 the Company spun-off each of the above listed companies into separate public companies. On December 1, 2003, the Board of Directors of eCom approved the spin-off of eCom's ten (10) operating subsidiary companies, pursuant to SEC Staff Legal Bulletin No. 4. On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with American Capital Holdings, Inc., ("ACHI") The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, and the shares of MyZipSoft were distributed to its shareholders on June 2, 2005. On March 2, 2004, the Board of Directors of eCom approved the spin off of the remaining eight (8) spin off companies in which the Board of Directors voted to issue to their shareholders one (1) share of the company for every one (1) share of eCom owned with a record date to be announced, pursuant to the advice of SEC Staff Legal Bulletin No. 4. Due to the dilemma caused as a direct result of Mr. Panaia's refusal to address the monies advanced to eCom by American Capital, on November 22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. Mr.Panaia refused to file an 8-K statement regarding Mr. Richmond's resignation. In the absence of other options, on November 29, 2004 an involuntary petition was filed against eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who have not been 10 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE A - NATURE OF OPERATIONS - (CONTINUED) paid. Most importantly, the proceedings will enable Mr. Richmond to initiate reorganization plans in an effort to restore the shareholder value lost by approximately 6,000 shareholders. The aforementioned creditors are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on eCom's website, www.ecomecom.net. The Company does not have any off-balance sheet arrangements. Employees. The Company has no employees. A detailed history is available on eCom eCom.com's 10K-SB filing at May 31, 2005. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Use of Estimates The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Restatement of Prior Years Numbers to Conform to Current Year Presentation: eCom eCom.com, Inc. presented comparative consolidated financial statements at May 31, 2004. Since the Company spun off all of its subsidiaries on or about June 4, 2004 there are no subsidiaries to be consolidated at November 30, 2004 and 2005. The basic financial statements presented herein at May 31, 2004 have been restated, eliminating all subsidiary assets, liabilities, equity and operations in order. Revenue Recognition: Revenue from the sale of paintball markers and accessories is recognized at the time title is transferred which is normally on shipment of the goods. Revenue from the sale of compression products is also recognized at the time the products are shipped or downloaded. 11 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) Cash: Cash consists of deposits in banks and other financial institutions having original maturities of less than ninety days. Allowance for Doubtful Accounts: It is the policy of management to review the outstanding accounts receivable at year end, as well as the bad debt write-offs experienced in the past, and establish an allowance for doubtful accounts for uncollectible amounts. Depreciation: Property and equipment is recorded at cost and is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method. Amortization: Intangible assets consisting of rights to technology and associated trademarks are amortized using the straight-line method over five years. Inventories: Inventories are stated at the lower of cost or market using the first in first out method. NOTE C - INVENTORIES None NOTE D - PREPAID EXPENSES Prepaid expenses consist principally of amounts paid for rent, subscriptions and domain name registrations. The Company issued one million five hundred thousand shares of common stock as a retainer for future consulting fees during November 2003. The consulting contract was valued at $37,500 and is being expensed over three years. The remaining value of the consulting contract is $12,500 as of November 30, 2005. 12 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE E - PROPERTY AND EQUIPMENT The following is a summary of property and equipment recorded in the financial statements at cost less depreciation as of November 30, 2005 and 2004: NOV 30, 2005 NOV 30, 2004 -------------- -------------- Computer hardware $ 85,074 $ 85,074 Computer software 13,633 13,633 Furniture, fixtures and equipment 4,330 4,330 Tools, dies and fixtures 0 0 Leasehold improvements 0 0 --------- --------- Total cost 103,037 103,037 Accumulated depreciation 102,817 102,598 --------- --------- Net Property and Equipment $ 220 $ 439 ========= ========= Depreciation expense included in the cost of sales for the years ended are: $ 110 $ 110 ========= ========= Reductions in Computer hardware, computer software, furniture, and Tools and dies was due to the distribution to the spin-off companies on June 4, 2004. The useful lives assigned to property and equipment to compute depreciation are: Computer Hardware 5 years Computer Software 5 years Furniture, fixtures and equipment 7 years Tools, dies and fixtures 5 years NOTE F - INTANGIBLE ASSETS In February 1999, the Company acquired the website, A Classified Ad for a total cost of $10,000. This assets has been amortized over five years. Accumulated amortization related to this assets was $10,000 as of May 31, 2004. This asset was distributed to A Classified Ad, Inc. on June 4, 2004. In February 1999, the Company acquired the website, Swap and shop, for a total cost of $1,200. This asset has been amortized over five years. Accumulated amortization related to this assets was $1,200 as of May 31, 2004. This asset was distributed to Swap and Shop.net Corp. on June 4, 2004. 13 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE F - INTANGIBLE ASSETS - (CONTINUED) On July 1, 2002, the Company acquired the licensing rights to Pandora and Virtual Protect from Internet Security Solutions, for a total cost of $56,250. This asset is being amortized over five years. Accumulated amortization related to this asset is $22,500 as of May 31, 2004. This asset was distributed to eSecureSoft Company on June 4, 2004. On July 1, 2002, the Company paid Peter Tamayo, Jr. to work with MeVis Technologies to complete the development of MyPhotoZip, for a total cost of $33,750. This asset is being amortized over five years. Accumulated amortization related to this asset is $13,500 as of May 31, 2004. This asset was distributed to eSecureSoft on June 4, 2004. On September 18, 2002, the Company issued 25,000 shares of stock as an initial payment towards the purchase of FotoCrazy software. This initial deposit was recorded as $1,125. This asset was distributed to eSecureSoft on June 4, 2004. NOTE G - OTHER ASSETS Other assets consist primarily of security deposits on the lease of office facilities, an employee advance and utility deposits. NOTE H - LONG-TERM DEBT Long-term debt at November 30, 2005 and 2004 consisted of: NOV 30, 2005 NOV 30, 2004 ------------ ------------ Loans from stockholders and affiliated companies: The loans are due on demand. 675,368 534,883 ---------- ---------- Total Long-Term Debt 675,368 534,883 Less Current Portion (675,368) (534,883) ---------- ---------- Net Long-term Debt $ 0 $ 0 ========== ========== The long-term loans payable mature as follows: November 30, 2005 675,368 534,883 ---------- ---------- $ 675,368 $ 534,883 ========== ========== 14 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE I - COST OF SALES Included in the cost of sales are the following: NOV 30, 2005 NOV 30, 2004 ------------ ------------ Shipping and handling costs $ 0 $ 0 Packaging costs 0 0 ------------ ------------ Total $ 0 $ 0 ============ ============ Shipping income $ 0 $ 0 ============ ============ NOTE J - COMMITMENTS AND CONTINGENCIES The Company maintains office facilities leased by American Capital Holdings, Inc. American Capital Holdings has not charged any rent to eCom eCom.com during the twelve months ending May 31, 2005 and the six month period ending November 30, 2005. On November 29, 2004, an involuntary petition was filed against eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to restore the shareholder value lost by approximately 6,000+ shareholders as well as implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who have not been paid. The aforementioned creditors are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's website, www.ecomecom.net. NOTE K - RELATED PARTY TRANSACTIONS The Company has received cash advances from David J. Panaia, Chairman and CEO of the Company, until he passed away on March 20, 2005, in varying amounts and at various times subsequent to the inception of the Company. These shareholder loans were non-collateralized and due on demand. On May 10, 2001, 1,286,359 shares of restricted stock were issued to Mr. Panaia, CEO in return for cancellation of $437,362 of the debt owed to him. The amount of stockholder loans that were reduced was based on the quoted market price ($.68) on the date the common shares were issued and adjusted by a discount of 50% due to the restrictions placed on the stock. The balance owed to Mr. Panaia and his estate at November 30, 2005 is $387,720. 15 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE K - RELATED PARTY TRANSACTIONS - (CONTINUED) The Company has received cash advances from Bonnie Crum, daughter of David J. Panaia, CEO of the Company, in varying amounts and at various times subsequent to May 31, 2001. These related party loans were non-interest bearing, non- collateralized and due on demand. The balance owed to Ms. Crum as of August 31, 2005 is $35,000. As part of the debtor-in-possession financing, eCom received $100,000 in financing from American Capital Holdings on June 8, 2005 and an additional $15,186 on July 25, 2005. NOTE L - BUSINESS SEGMENTS As of November 30, 2005 the company no longer had consolidated business segments. The Paintball segment has been distributed to USA Performance Products, Inc., the software segment has been distributed to eSecureSoft Company on June 4, 2004. NOTE M - RECOVERABILITY OF ASSETS AND GOING CONCERN These financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The accompanying financial statements show that current liabilities exceed current assets by approximately $786,000 at November 30, 2005 and by approximately $463,000 at November 30, 2005 and that the Company has incurred net operating losses since inception. It is current managements intention to have the Bankruptcy Court accept its plan of reorganization and have the Company came out of Bankruptcy using the provisions of fresh start accounting and then acquire an operating company in order to provide value for the current stockholders. NOTE N - INCOME TAXES Deferred income taxes are provided for temporary differences between the financial reporting and income tax basis of the Company's assets and liabilities. Temporary differences, net operating loss carry forwards and valuation allowances comprising the net deferred taxes on the balance sheets is as follows: NOV 30, 2005 -------------- Loss carry forward for tax purposes $ 7,073,051 ============== Deferred tax asset (34%) 2,404,837 Valuation allowance (2,404,837) -------------- Net deferred tax asset - ============== 16 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE N - INCOME TAXES - (CONTINUED) Through November 30, 2005, the Company had a federal income tax net operating loss carry forward of approximately $7,000,000 which will expire through the year 2023. No provision for federal and state income taxes has been recorded because the Company has incurred net operating losses since inception. The Company's net operating loss carry-forward as of November 30, 2005 was approximately $7,000,000. These carry-forwards, which will be available to offset future taxable income, will expire through the year 2023. The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved. NOTE O - EFFECTS OF INFLATION To date, inflation has not had a material impact on the Company's financial results. NOTE P - RECENT ACCOUNTING PRONOUNCEMENTS The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with an effective date for financial statements issued for fiscal years beginning after June 15, 2002. The statement addresses financial accounting and reporting for obligations related with the retirement of tangible long-lived assets and the costs associated with asset retirement. The statement requires the recognition of retirement obligations which will, therefore, generally increase liabilities; retirement costs will be added to the carrying value of long-lived assets, therefore, assets will be increased; and depreciation and accretion expense will be higher in the later years of an assets life than in earlier years. The Company adopted SFAS No. 143 at January 1, 2002. The adoption of SFAS No. 143 had no impact on the Company's operating results or financial positions. The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets and is effective for financial statements issued for fiscal years beginning January 1, 2002. This statement addresses financial accounting and reporting for the impairment or the disposal of long-lived asset. An impairment loss is recognized if the carrying amount of a long- lived group exceeds the sum of the undiscounted cash flow expected to result 17 ECOM ECOM.COM, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED NOVEMBER 30, 2005 NOTE P - RECENT ACCOUNTING PRONOUNCEMENTS - (CONTINUED) from the use and eventual disposition of the asset group. Long-lived assets should be tested at least annually or whenever changes in circumstances indicate that its carrying amount may not be recoverable. This statement does not apply to goodwill and intangible assets that are not amortized. The Company adapted SFAS No. 144 in the first quarter of 2002. The adoption of SFAS No. 144 had no impact on the Company's operating results or financial position. In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS No. 145"). SFAS No. 145 eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary, requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other non-substantive technical corrections to existing pronouncements. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 was adopted on June 1, 2003 and did not have a material effect on the Company's financial position or results of operations. Goodwill and intangible assets acquired prior to July 1, 2001 will continue to be amortized and tested for impairment in accordance with pre- SFAS No. 142 requirements until adoption of SFAS No. 142. Under the provision of SFAS No. 142, intangible assets with definite useful lives will be amortized to their estimated residual values over those estimated useful lives in proportion to the economic benefits consumed. Such intangible assets remain subject to the impairment provisions of SFAS No. 121. Intangible assets with indefinite useful lives will be tested for impairment annually in lieu of being amortized. The Company's current yearly amortization of intangible assets is approximately $333. The impact of adopting SFAS Nos. 141 and 142 will not cause a material change in the Company's consolidated financial statements as of the date of this report. 18 ECOM ECOM.COM, INC. Special Note Regarding Forward-Looking Statements Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company or its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures, the growth rate of the paintball industry and electronic commerce, constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 19 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the accompanying financial statements for the six-month periods ended November 30, 2005 and 2004 and the Form 10-KSB for the fiscal year ended May 31, 2005. Special Note Regarding Forward-Looking Statements Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company or its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures, the growth rate of the paintball industry and electronic commerce, constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. On December 1, 2003, the Board of Directors of eCom approved the spin-off eCom's ten (10) operating subsidiary companies. On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset Acquisition Agreement with American Capital Holdings, Inc.("American Capital.") The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010) was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, and the shares of MyZipSoft were distributed to its shareholders on June 2, 2005. On March 2, 2004, the Board of Directors of eCom approved the spinoff of the remaining eight (8) spin off companies in which the Board of Directors voted to issue to their shareholders one (1) share of the company for every one (1) share of eCom owned with a record date to be announced, pursuant to the advice of SEC Staff Legal Bulletin No. 4. On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a Press Release announcing the appointment of Barney A. Richmond as President of eCom. Paragraph two (2) of this release stated the following: 2 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) "The plan to spin-off eCom's ten wholly owned subsidiaries has been completed and the Company is now in the process of acquiring certain businesses for each spin-off. To date, the Company has accomplished two (2) acquisitions and has four (4) more under agreement. When announced, eCom shareholders as of the Date of Payment (distribution of stock) for each spin-off will receive new shares in that company. "This plan was undertaken for the purposes of allowing the management and employees the opportunity to operate each segment independently. Also, to have the ability for each segment, to raise its own funding for growth and expansion. On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession number 0001000459-04-000005. As stated in ITEM 2, Management's Discussion and Analysis, 'All ten (10) business subsidiaries have been spun off into independent operating public companies.' On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776, accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United States Securities & Exchange Commission ("SEC"). On July 27, 2004 American Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC. On June 4, 2004, a corporate resolution was proposed, passed and signed by David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer and Barney A. Richmond, Director and President. Based on Mr. Richmond's past restructuring experience, the new Board of Directors re-adopted the December 1, 2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the remaining subsidiaries of eCom. The plan was to create individual public corporations, and take whatever actions necessary to complete the process of enhancing shareholder value, including acquisitions and/or mergers. The individual companies are listed below: USA Performance Products, Inc. FL Corp. No. P98000006586 Fed. ID. 65-0812050 eSecureSoft Company FL Corp. No. P03000138385 Fed. ID. 20-1068608 USAS Digital, Inc. FL Corp. No. P03000147667 Fed. ID. 20-1069232 Pro Card Corporation FL Corp. No. P04000015631 Fed. ID. 20-1442373 AAB National Company FL Corp. No. P04000019818 Fed. ID. 20-1442771 A Classified Ad, Inc. FL Corp. No. P04000038403 Fed. ID. 20-1447963 A Super Deal.com, Inc. FL Corp. No. P04000040174 Fed. ID. 20-1449410 Swap and Shop.net Corp. FL Corp. No. P04000040176 Fed. ID. 20-1449332 The motion in the above described June 4, 2004 Board Resolution included the instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer (FAST) to the proper entities when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding, contrary to what board members Richard Turner and Barney A. Richmond had been previously advised by Chairman Panaia, eCom was not able to pay FAST the amounts required to send 21 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) out the Stock certificates to the shareholders, and accordingly, the shares were not issued as stated. On November 29, 2004, an involuntary petition was filed against eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to restore the shareholder value lost by approximately 6,000+ shareholders as well as implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who have not been paid. The aforementioned creditors are owed in excess of $1 million dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's website, www.ecomecom.net. Due to Mr. Panaia's health-related issues, during the period of January through mid-March 2005, eCom requested three (3) extensions to reply to the above described Involuntary Chapter 11, Title 11 United States Southern District Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF. With consideration to Mr. Panaia's declining health, all of the petitioning creditors voluntarily consented to these extensions. Notwithstanding these voluntary extensions, and due to the extensive ongoing telephone inquiries from eCom shareholders who had bought shares in the public marketplace based on the past public press release representations of Mr. Panaia, the management of American Capital and the petitioning creditors had no choice but to make past promises good beginning with getting the spin-off companies in full regulatory compliance. This endeavor included the preparation of (a) thirty (30) 10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten (10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally, there has been a tremendous administrative effort in bringing all the spin-off companies current with respect to public company reporting requirements, including the Sarbanes-Oxley Act. American Capital's management and the petitioning creditors accomplished these tasks to eliminate any further liabilities to eCom shareholders. On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J. Panaia, died from health complications. The Company made application to the United States Bankruptcy Court to appoint Barney A. Richmond as its new Chief Executive Officer, whose official appointment was granted by the court on June 6, 2005. Although the process of restoring shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to stay with the company without compensation until the proposed reorganization plans of all the companies are complete. 22 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) On March 23, 2005, the aforementioned spin-off companies received their respective SEC CIK Acceptance Filings, which are outlined below: Name of SEC/EDGAR Standard & Poor's Spin-off Company CIK No. Cusip No. USA Performance Products, Inc. CIK 0001321509 90341L 10 2 eSecureSoft Company CIK 0001321511 296423 10 6 USAS Digital, Inc. CIK 0001321508 90341K 10 4 Pro Card Corporation CIK 0001321500 74270Q 10 0 AAB National Company CIK 0001321506 000303 10 7 A Classified Ad, Inc. CIK 0001321499 00089Y 10 9 A Super Deal.com, Inc. CIK 0001321507 00210R 10 6 Swap and Shop.net Corp. CIK 0001321510 869894 10 5 In order to facilitate a more reasonable share structure based on the company's existing financial assets, on May 26, 2005 the Board approved a resolution authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of the spin-off companies. Each company will purchase all fractional shares at market price, thereby resulting in total outstanding shares of 499,503 as of May 27, 2005. The Record Date for the remaining spin-offs was set as May 27, 2005, and all share certificates due to the shareholders of the above referenced companies were mailed on June 2, 2005. A group of several of American Capital Holdings, Inc.'s and other outside shareholders have designated resources to capitalize and complete viable business plans for the all of the above referenced spin-off companies. To begin the process of paying expenses relating to the commencement of their respective business purposes, on May 31, 2005 several new shareholders provided initial funding of $400,000 to eight (8) of the above referenced companies. This funding will be reflected in each company's forthcoming respective Form 10SB audits and filings, which are planned to be filed by July 8, 2005. This initial funding is to cover legal, accounting and other expenses, including due diligence costs related to proposed forthcoming acquisitions. More funding is planned for each company throughout the June 1, 2005 through August 30, 2005 quarter in accordance with 506 Reg. D Private Placement procedures, which will become available only to accredited investors. Additionally, a plan is being formulated, subject to bankruptcy court approval, which will provide a 100% payout to all of eCom's outstanding creditors. The new management believes these efforts combined with execution of the new business plans not only will recapture the lost shareholder value of eCom, but will also enhance the viability of future long term shareholder value as well. Acquisitions negotiations are underway and will be separately announced upon completion. Management is confident in their ability to execute these forthcoming plans. 23 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) On May 16, 2005, eCom and its creditors attended the first status conference in the United States Bankruptcy Court - Southern District of Florida (In Re: Case No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman. An order was granted to the petitioning creditors adjudicating eCom as a debtor under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order included specific instructions for eCom to retain bankruptcy counsel by June 4, 2005. Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share certificates of the above referenced spin-off companies were sent via certified mail on June 2, 2005 to the shareholders of record as of May 27, 2005. The shareholder list and Certified Mail numbers are appended hereto as exhibit 99.2. On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing Agreement with American Capital Holdings, Inc., entered into an engagement agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to represent the Company in its aforementioned reorganization plans. Both of the financing and legal representation agreements were ordered by the Bankruptcy Court at a hearing which took place June 6, 2005. On behalf of eCom, American Capital Holdings has filed the requisite filings to bring eCom current. The accession number eCom's November 30, 2004 Form 10-QSB is 0001000459-05-000003, and the accession number for eCom's February 28, 2005 Form 10-QSB is 0001000459-05-000004 eCom's file number is 000-23617. On June 6, 2005, a second bankruptcy status conference was held in front of the Honorable Judge Steven Friedman. Two (2) motions were heard with resulting court approval. One was an Court Order for eCom to retain the legal services of Kluger, Peretz, Kaplin & Berlin P.L. The second Court Order was the approval of Barney A. Richmond as the new Chief Executive Officer of eCome Com.com, Inc. Mr. Richmond has significant experience in corporate and bankruptcy reorganizations. Judge Friedman's court order included instructions for Mr. Richmond and Kluger Peretz to commence with the preparation a viable plan of reorganization for eCom and all of the above described spinoff companies, which process is significantly underway including the completion of the May 31, 2005 audits and preparation of the Forms 10-SB for all the above-referenced spinoff companies. Section 1145 of the United States Bankruptcy Code allows the Court to use the Exemption of Securities Laws with respect to a qualified reorganization plan, which the Debtor and aforementioned subsidiary spinoff companies plan to use, which was discussed during the aforementioned June 6, 2005 Court Hearing. The above described June 6, 2005 Court Orders are appended herein as Exhibit 99.7. Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are available on the eCom website, www.ecomecom.net. 24 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) On July 25, 2005, a third bankruptcy hearing was held in front of the Honorable Judge Steven Friedman. Two (2) orders were granted by the court. The first order granted was: the Debtor is authorized to obtain post-petition financing inthe amount of $100,000.00 from American Capital Holdings, Inc. on the terms and conditions set forth in the motion. The second order granted was: Debtor-in-Possession's Motion for Authorization to: (I) Provide Electronic Service Upon Equity Security Holders and (II) Utilize Executive Mail Service for Purposes of Coordinating and Effectuating Service Upon Equity Security Holders. Electronic copies of the July 25, 2005 transcripts are available on the eCom eCom.com, Inc. website. Comparison of Results of Operations - Six Months Ended November 30, 2005 vs. Six Months Ended November 30, 2004. Revenue for the six months ended November 30, 2005 was $0 compared to $439 of revenue recorded during the same period of the prior year. Cost of sales decreased from $147 to $110 in the current six month period. Total operating expenses for the six months ended November 30, 2005 was $42,027 compared to $50,982 for the six months ended November 30, 2004. The operations for the six months ended November 30, 2004 resulted in a net loss from operations of $50,690 versus a net loss of $42,137 recorded in the six months ended November 30, 2005. The comprehensive loss incurred during the six months ended November 30, 2005 of $225,966 was due to the write-down of debt due from USA Performance Products. Management has determined that the debt is no longer collectable. No provision for federal and state income taxes has been recorded because the Company has incurred net operating losses since inception. The net operating loss carry-forwards as of November 30, 2005 totals approximately $7,000,000. These carry-forwards will be available to offset future taxable income. If not used, the operating loss carry-forwards will expire from 2010 to 2019. The Company does not believe that the realization of the related deferred income tax assets meets the criteria required by generally accepted accounting principles and, accordingly, deferred income tax assets have remained at $0 as of November 30, 2005. Liquidity and Capital Resources As of November 30, 2005, current assets totaled $76,157 compared to $264,395 at November 30, 2004. Prepaid Expenses increased from $36,958 at November 30, 2004 to $68,039 at November 30, 2005. Due from affiliates decreased from $227,462 at November 30, 2004 to $1,280 at November 30, 2005 due to the write- down of the receivable from USA Performance Products. 25 ECOM ECOM.COM, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION - (CONTINUED) Net cash used in operating activities was $109,139 and $24,036 for the six months ended November 30, 2005 and 2004 respectively. Financing activities provided net cash of $115,977 during the current six month period ending November 30, 2005 due to financing received from American Capital Holdings as debtor in possession financing. To the extent that additional funds are required to support operations or to expand our business, we may sell additional equity, issue debt or obtain other credit facilities through financial institutions. Any sale of additional equity securities will result in dilution to our shareholders. ITEM 3. CONTROLS AND PROCEDURES Evaluation of the Company's Disclosure Controls and Internal Controls: Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB, the Company evaluated the effectiveness of the design and operation of its 'disclosure controls and procedures'("Disclosure Controls"). This 'evaluation' ("Controls Evaluation") was done under the supervision and with the participation of management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). As a result of this review, the Company adopted guidelines concerning disclosure controls and the establishment of a disclosure control committee made up of senior management. Limitations on the Effectiveness of Controls: The Company's management, including the CEO and CFO, does not expect that its Disclosure Controls or its 'internal controls and procedures for financial reporting' ("Internal Controls")will prevent all error and all fraud. A control system, no matter how well conceived and managed, can provide only reasonable assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 26 ECOM ECOM.COM, INC. Conclusions: Based upon the Controls Evaluation, the CEO and CFO have concluded that, subject to the limitations noted above, the Disclosure Controls are effective to timely alert management to material information relating to the Company during the period when its periodic reports are being prepared. In accordance with SEC requirements, the CEO and CFO note that, since the date of the Controls Evaluation to the date of this Quarterly Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. Our dispute with Renick Enterprises, Inc. has been favorably settled. The matter concerning National Paintball in which they notified us through their attorney that the issuance of stock agreed upon in the settlement was insufficient to cover the settlement. This matter was brought before the courts by Renick and the judge ruled in favor of the Company. National Paintball Supply, Inc. filed a complaint against USA Performance Products and eCom eCom.com, Inc. in the State of South Carolina, Greenville County Court of Common Pleas on May 14, 2001. The complaint alleged that an amount of $85,743.35 is owed to the complainant. National Paintball Supply handled paintball fulfillment requests for USA Performance products. USA Performance Products contended that many requests for fulfillment were not completed while some requests were shipped twice. USA Performance Products has recorded a balance due of $69,373.36 as of May 31, 2001. As part of the SB-2 dated August 8, 2002, stock was registered to pay-off this debt. As of February 28, 2003 all stock that had previously been held in an Attorney escrow account, had been sold and transferred to National Paintball. The balance owed National Paintball as of February 28, 2003 is 59,475.83. The Company is in the process of reaching a settlement with National Paintball, Inc. ITEM 2. Changes in Securities. None ITEM 3. Defaults Upon Senior Securities. None ITEM 4. Submission of Matters to a Vote of Security Holders. None 27 ECOM ECOM.COM, INC. ITEM 5. Other Events. The company was notified that its lead market maker, Equitrade Securities Inc. of Lake Forest CA was shutting down its operations. The company is presently looking for a replacement, however there are currently over 18 broker/dealers making markets in our stock. ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits: Exhibit 31.1 Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CE0 on page 32 Exhibit 31.2 Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CFO on page 33 Exhibit 32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act on page 34 (b) Reports on Form 8-K: None 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 hereunder duly authorized. eCom eCom.com, Inc. January 13, 2006 By: /s/ Barney A. Richmond Barney A. Richmond, Chief Executive Officer January 13, 2006 By: /s/ Richard C. Turner Richard C. Turner, Chief Financial Officer 28 ECOM ECOM.COM, INC. Exhibit 31.1 CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Barney A. Richmond, certify that: 1. I have reviewed this quarterly report on Form 10-Q of eCom eCom.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; 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 quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 29 ECOM ECOM.COM, INC. 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 13, 2006 /s/ Barney A. Richmond - -------------------------- Barney A. Richmond Chief Executive Officer Exhibit 31.2 CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard C. Turner, certify that: 1. I have reviewed this quarterly report on Form 10-Q of eCom eCom.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; 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 quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 30 ECOM ECOM.COM, INC. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 13, 2006 /s/ Richard C. Turner - --------------------------- Richard C. Turner Chief Financial Officer Exhibit 32 CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of eCom eCom.com Inc., a Florida corporation (the "Company"), on Form 10-QSB for the period ending November 30, 2005, as filed with the Securities and Exchange Commission (the "Report"), Barney A. Richmond, Chief Executive Officer of the Company and Richard C. Turner, Chief Financial Officer of the Company, respectively, do each hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to his knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 31 ECOM ECOM.COM, INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Barney A. Richmond Barney A. Richmond Chief Executive Officer January 13, 2006 /s/ Richard C. Turner Richard C. Turner Chief Financial Officer January 13, 2006 [A signed original of this written statement required by Section 906 has been provided to eCom eCom.com Inc. and will be retained by eCom eCom.com Inc. and furnished to the Securities and Exchange Commission or its staff upon request.] Exhibits to Form 10-QSB will be provided to shareholders of the Registrant upon written request addressed to eCom eCom.com, Inc., 100 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410. Any exhibits furnished are subject to a reasonable photocopying charge. The Securities and Exchange Commission has not approved or disapproved of this Form 10-QSB and Annual Report to Shareholders nor has it passed upon its accuracy or adequacy. 32