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
                      File Number 000-51421

                     SWAP AND SHOP.NET CORP.


(Exact name of small business issuer as specified in its charter)


              Florida                                20-1449332

(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 principle 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 [  ]  No [ X ]

As of November 30, 2005 the issuer had 9,873,104 shares of common stock,
$.01 Par Value, outstanding.

Transitional Small Business Disclosure format:   Yes [   ]   No [ X ]

On March 3, 2005 SWAP AND SHOP.NET CORP. applied and received Cusip Number:
869894 10 5

On March 23, 2005 SWAP AND SHOP.NET CORP. received CIK Number: 1321510
















SWAP AND SHOP.NET CORP.          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................................4

          Statement of Operations
           Six Months Ended November 30, 2005 and 2004...............5

          Statement of Operations
           Three Months Ended November 30, 2005 and 2004..............6

          Statement of Changes in Shareholders' Equity
           From May 31, 2004, through November 30, 2005...............7

          Statement of Cash Flows
           Six Months Ended November 30, 2005 and 2004................8

          Notes to Financial Statements..............................10

ITEM 2 Management's Discussion and Analysis or Plan of Operation.....15

ITEM 3 Controls and Procedures.......................................24


PART II      OTHER INFORMATION

ITEM 1 Legal Proceedings.............................................25

ITEM 2 Unregistered Sales of Equity Securities and Use of
       Proceeds......................................................25

ITEM 3 Defaults Upon Senior Securities...............................25

ITEM 4 Submission of Matters to a Vote Of Security Holders ..........25

ITEM 5 Subsequent Events.............................................25

ITEM 6 Exhibits......................................................25

SIGNATURES AND CERTIFICATIONS........................................26







                                  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
SWAP AND SHOP.NET CORP.
Palm Beach Gardens, Florida

We have reviewed the accompanying balance sheets of SWAP AND SHOP.NET CORP., 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 11, 2006








                                 3





SWAP AND SHOP.NET CORP.
BALANCE SHEETS
(UNAUDITED)
                                              NOV 30, 2005       NOV 30, 2004
ASSETS                                       -------------       ------------
    Current Assets
         Cash and Cash Equivalents            $   1,319          $    4,744
         Prepaid Expense                              9                   9
         Notes Receivable                         3,700                   -
                                             -------------       ------------

             Total Current Assets                 5,028               4,753
                                             -------------       ------------
    Other Assets
         Intangible Assets, Net                      45                  59
                                             -------------       ------------
             Total Other Assets                      45                  59
                                             -------------       ------------

TOTAL ASSETS                                  $   5,073           $   4,812
                                             =============       ============

LIABILITIES & STOCKHOLDERS' EQUITY
 Liabilities
         Current Liabilities
            Accounts Payable                  $   4,789           $       2
            Notes Payable                            79                  79
            Shareholder Loans                         -               8,000
                                             -------------       ------------
         Total Current Liabilities                4,868               8,081
                                             -------------       ------------
     Total Liabilities                            4,868               8,081
                                             -------------       ------------

     Stockholders' Equity
         Common Stock $.01 par value, 100 million
         Shares authorized, 9,873,104 shares issued
         and outstanding                         98,732

        Common Stock $.01 par value, 100 million
         Shares authorized, 499,553 shares issued
         and outstanding                                              4,996
         Paid-in-Capital                        (4,996)              (4,996)
         Retained Earnings (deficit)           (93,531)              (3,269)
                                             -------------       ------------
  Total Stockholders' Equity (Deficit)             205               (3,269)
                                             -------------       ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY     $   5,073            $   4,812
                                             =============       ============





Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
                                   4




SWAP AND SHOP.NET CORP.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
NOVEMBER 30, 2005 AND 2004
(UNAUDITED)

                                             NOV 30, 2005       NOV 30, 2004
                                            -------------       ------------
      Revenues
             Net Sales                    $            -       $       -
             Cost of Sales                             -               -
                                            -------------       ------------
                 Gross Profit                          -               -

      Operating Expenses
              General and Administrative          57,703           3,258
              Sales and Marketing                                      -
              Amortization                             7               7
                                            -------------       ------------
            Total Operating Expenses              57,710           3,265

                                            -------------       ------------
            Loss from Operations                 (57,710)         (3,265)
                                            -------------       ------------

      Net Loss                             $     (57,710)      $  (3,265)
                                            =============       ============

Basic and Diluted
 Net loss Per Common Share                 $     (.008)        $   (.00)
                                           =============        ============


Weighted Average Shares Outstanding           7,466,646          499,551
                                           =============       ============

















Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
                                 5






SWAP AND SHOP.NET CORP.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
NOVEMBER 30, 2005 AND 2004
(UNAUDITED)

                                                NOV 30, 2005       NOV 30, 2004
                                                -------------       ------------
      Revenues
             Net Sales                         $          -                 -
             Cost of Sales                                -                 -
                                               -------------       ------------
                 Gross Profit                             -                 -


      Operating Expenses
             General and Administrative              11,113             3,258
             Sales and Marketing

             Amortization                                 4                 4
                                               -------------       ------------
           Total Operating Expenses                  11,117             3,262

                                               -------------       ------------
           Loss from Operations                     (11,117)           (3,262)
                                               -------------       ------------
    Net Loss                                   $    (11,117)        $  (3,262)
                                               =============       ============

  Basic and Diluted
   Net Loss Per Common Share                   $    (.00)      $        (.00)
                                               =============       ============


  Weighted Average Shares Outstanding           9,391,085             499,551
                                               =============       ============
















Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
                                 6






SWAP AND SHOP.NET CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM MAY 31, 2004, THROUGH NOVEMBER 30, 2005
(UNAUDITED)

                     Number   At Par     Add'l  Retained      Total
                       of      Value   Paid In  Earnings  Stockholder
                     Shares     $.01   Capital  (Deficit)    Equity
                ----------- -------- --------- ---------- -----------
Balance,
 May 31, 2004            1   $    0   $      -   $    (4)    $   (4)

Cancellation of
 Common Stock
 by eCom eCom           (1)       0          0         0           0

Issuance of
 Common Stock to
 eCom eCom.com Inc.
 shareholders      499,503    4,996    (4,996)         0           0

Net Loss                 -        -         -     (3,265)     (3,265)
                ----------- -------- --------- ---------- -----------
Balance,
 Nov 30, 2004      499,503    4,996    (4,996)    (3,269)     (3,269)

Sale of Common
 Stock to
 American Capital
 Holdings, Inc.  5,000,000   50,000         0          0      50,000

Net Loss
12/1/2004 -5/31/2005     -        -         -    (32,552)    (32,552)

Sale of  Common
 Stock to
 American Capital
 Holdings, Inc.  3,886,226   38,862         0          0      38,862

Sale on Nov 2005
 of Common Stock to
 American Capital
 Holdings, Inc.    487,375    4,874                            4,874

Net Loss                 -        -              (57,710)    (57,710)
                ----------- -------- --------- ---------- -----------
Balance,
 Nov 30, 2005    9,873,104 $ 98,732  $ (4,996) $ (93,531)  $     205
                =========== ======== ========= ========== ===========




Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
                                 7





SWAP AND SHOP.NET CORP.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED
NOVEMBER 30, 2005 AND 2004
(UNAUDITED)

                                          NOV 30, 2005          NOV 30, 2004


Cash Flows From Operating Activities
    Cash received from customers          $        -          $            -
    Cash paid to suppliers of goods
        and services                         (11,357)                 (3,256)
    Income Taxes Paid
    Interest Paid
    Interest Received


        Net Cash Flows Used in
         Operating Activities                (11,357)                 (3,256)

Cash Flows From Investing Activities
    Acquisition of Intangible Assets               -                     (79)

        Net Cash Flows Provided By
         (Used In) Investing Activities                                  (79)


Cash Flows From Financing Activities

    Proceeds of Loans from Stockholders                                8,000
    Proceeds of Loans from Related Companies                              79
    Reduction of Loans to Related Companies   (38,000)                     -


        Net Cash Flows Provided By
         Financing Activities                 (38,000)                 8,079

Net Increase / (Decrease) in Cash             (49,357)                 4,744

Cash and Cash Equivalents at
 Beginning of Period                           50,677                      -

Cash and Cash Equivalents at
 End of Period                             $    1,320            $     4,744
                                          ===============      ==============






Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
                                 8






SWAP AND SHOP.NET CORP.
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED
NOVEMBER 30, 2005 AND 2004
(UNAUDITED)

Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities


                                            NOV 30, 2005        NOV 30, 2004


  Net Income (Loss)                       $    (57,710)         $   (3,265)
  Add items not requiring outlay of cash:
   Depreciation and amortization                     7                   7
   Transfer Payable to Equity                   42,708                   -
 Cash was increased by:
   Decrease in prepaid assets                        -                   -
   Increase in accounts payable                  3,638                   2
 Cash was decreased by:
   Increase in inventory                                                 -
   Decrease in accounts payable                                          -



      Net Cash Flows Used in
       Operating Activities               $    (11,357)       $     (3,256)
                                          ===============      ==============



Non-cash transactions

The Company reduced their payables to American Capital Holdings, Inc., a
related company, for the six months ended November 30, 2005 by the amount of
$42,700. American Capital Holdings, Inc. acquired common stock in the Company
for the amount of the payables outstanding at the end of the last two quarters.

















Read accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
                                 9





SWAP AND SHOP.NET CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005

NOTE A - HISTORY AND DESCRIPTION OF BUSINESS

SWAP AND SHOP.NET CORP. (the "Company") was incorporated in the State of Florida
on March 1, 2004 as a wholly owned subsidiary of eCom eCom.com, Inc. ("eCom")
which originally traded on the Bulletin Board under the symbol 'ECEC.' Due to
reasons stated below, eCom was de-listed from the OTCBB to the pink sheets, but
is taking the necessary steps to be re-listed on the OTCBB. The Company's main
office is located at 100 Village Square Crossing, Suite 202, Palm Beach Gardens,
Florida 33410, and the telephone number is (561) 207-6395.

On February 12, 1999, eCom Company acquired the rights to the completed
technology, customer lists and domain names for the Swap and Shop web site and
formed a division called Swap and Shop.net Corp.

The Spin-Off.

The Company was one of ten (10) wholly owned subsidiaries of eCom, with varying
business plans. In recent years, eCom concluded that it did not have the
financial resources necessary to develop all ten (10) of its business units
collectively. Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin
off its subsidiaries into independent companies in the belief that independent
companies, each with a distinct business, would be better able to obtain
necessary funding and develop their business plans. This belief was based in
part on eCom's experience with potential business partners which sought
involvement with only one of eCom's subsidiaries, rather than involvement with
the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of
eCom's ten (10) operating subsidiary companies.

The Company does not have any off-balance sheet arrangements.

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.

REVENUE RECOGNITION
Revenue and dividends from investments are recognized at the time the investment
dividends are declared payable by the underlying investment. Capital gains and
losses are recorded on the date of sale of the investment.

CASH
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.




                                 10


SWAP AND SHOP.NET CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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
established an allowance for doubtful accounts for uncollectible amounts.

DEPRECIATION
Property and equipment are recorded at cost and depreciated over the estimated
useful lives of the related assets. Depreciation is computed using the straight-
line method.

AMORTIZATION
The accounting for a recognized intangible asset acquired after June 30, 2001
is based on its useful life to the Company. If an intangible asset has a finite
life, but the precise length of that life is not known, that intangible asset
shall be amortized over management's best estimate of its useful life. An
intangible asset with a indefinite useful life is not amortized. The useful life
to an entity is the period over which the asset is expected to contribute
directly or indirectly to the future cash flows of that entity.

NOTE C - NOTES RECEIVABLE

A Classified Ad., Inc. owes the Company $700, Maverick Energy Group, Inc. (f/k/a
Pro Card Corp.) owes the Company $3,000, both are related companies.

NOTE D - LOANS RECEIVABLE RELATED PARTIES

None

NOTE E - PROPERTY AND EQUIPMENT

None

NOTE F - PREPAID EXPENSES

The Company has prepaid expense of $9 to Florida Atlantic Stock Transfer.

NOTE G - INTANGIBLE ASSETS

None

NOTE H - OTHER ASSETS

Incorporation Cost is $70 net of $25 and $11 amortization, respectively.










                                11



SWAP AND SHOP.NET CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005

NOTE I - LOANS PAYABLE

The loan payable to American Capital Holdings, Inc., a related company, at
November 30, 2004 is a non-interest bearing, non-collateralized loan and is due
on demand. The loan payable to eCom eCom is a non-interest, non-collateralized
note to a related party.

NOTE J - COMMITMENTS AND CONTINGENCIES

None

NOTE K - INCOME TAXES

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 carryforward as of November 30, 2005 totals approximately
$93,000. These carry forwards, which will be available to offset future taxable
income, expire beginning in May 31, 2024.

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.

The Company accounts for income taxes in accordance with FASB Statement No. 109,
Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are
provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related to
certain income and expenses recognized in different periods for financial and
income tax reporting purposes. Deferred tax assets and liabilities represent the
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits that are
available to offset future taxable income and income taxes, respectively.
A Valuation allowance is provided if it is more likely than not that some or all
of the deferred tax asset will not be realized.

NOTE L - STOCKHOLDERS' EQUITY

The computation of diluted loss per share for the six months ended November 30,
2005 does not include shares from potentially dilutive securities as the
assumption of conversion or exercise of these would have an antidilutive effect
on loss per share. In accordance with generally accepted accounting principles,
diluted loss per share is calculated using the same number of potential common
shares as used in the computation of loss per share before extraordinary items.








                                12



SWAP AND SHOP.NET CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005

NOTE M - DEFERRED TAX ASSET

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             $    93,000
                                                       ================
       Deferred tax asset (34%)                        31,620
       Valuation allowance                            (31,620)


       Net deferred tax asset                          $       -

                                                       ================

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 $93,000.
These carry-forwards, which will be available to offset future taxable income,
will expire through the year 2024.

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 had been fully reserved.

NOTE N - RELATED PARTY TRANSACTIONS

The Company has notes payables due to related company entities. eCom eCom.com,
Inc. is owed $79 for funds advanced to the Company for it's operations. A
Classified Ad., Inc. owes the Company $700.

The Company is allocated certain expenses such as rent, travel and office &
administrative that are paid on behalf of the Company by American Capital
Holdings, Inc., a company that is related to the Company by mutual stockholders
and Directors. The total expenses allocated to the Company in the six months
ended November 30, 2005 is approximately $42,700. The quarterly liabilities
payable to American Capital are converted to common stock and paid in capital at
the end of each reporting period.

NOTE O - 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



                                13


SWAP AND SHOP.NET CORP.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2005
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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 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.

The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" and is effective for financial
instruments entered into after May 31, 2003. This Statement establishes
standards for how an issuer classifies and measures in its statement of
financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability because that financial
instrument embodies an obligation of the issuer. The Company has adopted SFAS
No. 150 and the adoption has had no impact on the Company's operating results or
financial position.

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 with indefinite useful lives
will be tested for impairment annually in lieu of being amortized. 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.




                                14


SWAP AND SHOP.NET CORP.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Spin-Off.

The Company was one of ten (10) wholly owned subsidiaries of eCom, with varying
business plans. In recent years, eCom concluded that it did not have the
financial resources necessary to develop all ten (10) of its business units
collectively. Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin
off its subsidiaries into independent companies in the belief that independent
companies, each with a distinct business, would be better able to obtain
necessary funding and develop their business plans. This belief was based in
part on eCom's experience with potential business partners which sought
involvement with only one of eCom's subsidiaries, rather than involvement with
the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of
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. On March 2, 2004, the Board of Directors of eCom approved
the spin off of the Company and the remaining seven (7) 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 advise 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. A Copy of this press release appended hereto as Exhibit 99.5 (incorporated
by reference to the Company's Form 10SB12G) Paragraph two (2) of this release
stated the following:

"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."

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.



                                15


SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

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 out the stock
certificates to the shareholders, and accordingly, the shares were not issued as
stated.

Since late June 2004, American Capital Holdings, Inc. has been inundated with
hundreds of telephone calls from eCom shareholders, requesting delivery of their
promised spin-off shares. Numerous shareholders have made demands to be sent
their promised shares, many of them threatening legal action against eCom and
all of the above described spin-offs, which possibly might have created
contingent liabilities for all the shareholders of eCom. Because of the
aforementioned financial difficulties, eCom's telephone lines were disconnected.
eCom's shareholders contacted American Capital Holdings, Inc. in an effort to
garner information on the status of their situation.

In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
partied could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A. When these accounting invoices and other expense
invoices were received in early August 2004, Mr. Panaia would not return
telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.





                                16



SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful. On November 16, 2004, and
additional letter was sent to David Panaia, (Certificate of Mailing No. 2004201)
requesting the signature of the promissory notes and the additional information
needed for the accountants to provide the necessary American Capital audits
needed for its ongoing SEC filings. These confirmation letters and further
information needed to complete the financial audits were continually ignored by
Mr. Panaia. Additionally, certain press releases were made by the CEO of eCom
making reference to American Capital without the consent of management or the
Board of Directors of American Capital. eCom also ignored its responsibilities
to its shareholders by not filing appropriate 8-K's disclosing valid information
concerning the status of eCom, including it's de-listing from the OTCBB, as
described below.

Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom. Mr.
Panaia also refused to file an 8K statement regarding Mr. Richmond's
resignation. Being there were no other options available, 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. 04-35435 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.

In 1999, eCom reached record trading volume and a historical high share price of
$21.50, with a resulting market capitalization of around $250 million. Since
1999, eCom has been in a state of steady decline. When eCom was unable to pay
their auditors, they were de-listed from the OTCBB to the Pink Sheets, which is
further detailed below. Currently eCom is thinly traded on the Pink Sheets, with
a 52-week high of $0.23, and an ask price of $0.06 cents per share. eCom's
market capitalization has shrunk to less than $3.0 million, which, without a
qualified reorganization plan, could easily shrink further, as eCom has a
negative net worth.














                                17


SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

In order to protect its $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well. As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan. Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement. It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated.

In late August and September of 2004, Chairman and CEO David Panaia quit taking
calls from anyone, including the management of American Capital. Additionally,
eCom was not taking calls from other creditors who were owed hundreds of
thousands of dollars, including eCom's SEC accounting firm. Other outstanding
eCom debts included over $110,000 in employee wages and unpaid expenses,
including expenses which were placed on employee personal credit cards to cover
expenses directly incurred by eCom, some of which included the previously
announced spin-off process costs.

As required by the Sarbanes-Oxley Act, auditors cannot remain independent and be
a creditor at the same time. Subsequent to eCom's December 3, 2003 Public press
release regarding the spin-off of USA SportsNet, the management of American
Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This liability cost American Capital an additional
$75,000 as American Capital was forced to pay the auditing firm in order to
complete American Capital's audits, since American Capital is a spin-off of
eCom. Additionally, American Capital has been forced to continue this financial
assistance to bring all of the spin-off companies current with their SEC
qualified accountants and other creditors so that eCom could continue with it's
daily operations.

During the period from late December 2004 thru mid-March 2005, American Capital
and the petitioning creditors sympathized with the declining health of eCom's
CEO, David Panaia. These petitioning creditors have also incurred considerable
additional costs providing continued financial assistance to all the spin-off
companies. These costs included expenses to bring all of the spin-off companies
current with their SEC filings, Federal Tax Returns, State Income Tax Returns,
State Filing Fees, Accounting Expenses, SEC Auditing process included utilizing
American Capital employees, as well as hiring outside assistance, i.e.
additional accountants, tax assistance, and outside attorneys to expedite the
process.

On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's November
Form 10QSB. This de-listing was due to the fact the Company's auditors had not
been paid. Therefore, in accordance with the Sarbanes-Oxley Act, the auditors
could not be determined to be "independent". Accordingly, eCom lost additional
market value, thereby further injuring creditors and shareholders of the
Company.


                                18

SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

Due to Mr. Panaia's health-related issues, during the period of January thru
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: eCom eCom.com, Inc. Case No. 04-35435 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 former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
compensation. The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval. 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 totally complete.

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
Company. The 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 were mailed on June 2, 2005.

                                19

SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

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 all of the above referenced spin-off companies. To get the
process started for paying expenses relating to the initial funding of these
companies to achieve their respective business purposes, on May 31,2005 several
new shareholders invested $400,000 in eight (8) of the above referenced
companies, which will be reflected in each companies forthcoming respective Form
10SB audits and filings, which is planned to be filed within the next week. This
initial funding is to cover legal, accounting and other expenses, including due
diligence costs related to proposed forthcoming acquisition. More funding is
planned for each company through out the June 1, 2005 thru 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 is committed
and 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.

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. 04-35435 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 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 99.6
(incorporated by reference to the Company's Form 10SB12G).

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 are subject to Bankruptcy Court
approval, which hearing is scheduled for June 6, 2005.

On behalf of eCom, American Capital Holdings has filed the requisite filings to
bring eCom current. The accession number for eCom's February 28, 2005 Form 10-
QSB is 0001000459-00-000000. eCom's file number is 000-23617.





                                20






SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number 0001000459-
05-000001 stating that the Board of Directors of each spin-off company
authorized a 100 to 1 reverse split of the outstanding 49,955,112 shares of the
following spin-off companies:

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

Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005.
The Record Date for each company is May 27, 2005, and each company's transfer
agent has been instructed to issue and mail all share certificates to the
shareholders of record as of May 27, 2005.
---- end of May 31, 2005 8-K ----



On June 2, 2005, eCom eCom.com Inc. filed form 8-K, accession number 0001000459-
05-000002 stating:

In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today, June 2,
2005, to each of the below listed former subsidiary companies of eCom to all of
the shareholders as of the record date of May 27, 2005.

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

For mail reference purposes, appended herewith, as Exhibit 99.6 (incorporated by
reference to the Company's Form 10SB12G), is a schedule of each shareholders
last name and the United States Postal Certified Mail Receipt Number of each
shareholder for which one (1) certificate for each of the above referenced
companies was mailed in one(1) United States Postal Certified Mail Envelope.
----end of June 2, 2005 8-K----

                                21



SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

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 eCom eCom.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 of 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 Form 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.

On July 25, 2005, a third bankruptcy hearing was held in front of the Honorable
Judge Steven Friedman, during which two (2) orders were granted by the court.
The first order granted the Debtor permission to obtain post-petition financing
in the amount of $100,000 from American Capital Holdings, Inc. on the terms and
conditions set forth in the motion. The second order granted authorization for
the Debtor-in-Possession 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.

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. On May
31, 2005 several new shareholders of American Capital Holdings invested
$400,000 in eight (8) of the above referenced companies to enable the companies
to pay expenses relating to the initial funding of these companies to achieve
their respective business purposes.  This funding will be reflected in each
company's Form 10SB audits and filings. 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
from June 1, 2005 through November 30, 2005 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 is committed to the plan, and believes these
efforts, combined with execution of the new business plans, will not only
recapture the lost shareholder value of eCom, but will enhance future long term
shareholder value as well.

Electronic copies of the May 16, June 6, and July 25 2005 court transcripts are
available on the eCom website, www.ecomecom.net.

The Company does not have any off-balance sheet arrangements.








                                22

SWAP AND SHOP.NET CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

RISK FACTORS. The Company's business is subject to numerous risk factors,
including the following:

NO OPERATING REVENUES. The Company has had no recent revenues or earnings from
operations. The Company will sustain operating expenses without corresponding
revenues. This will result in the Company incurring net operating losses until
the Company can realize profits from the business ventures it intends to
acquire.

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend primarily on the success of the
Company's business operations. While the Company intends to try to run these
operations profitably there can be no assurance that the Company will be
successful or profitable.

SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. The Company
intends to profit from the success of implementing its business model. The
Company will require significant capital. If the Company is not able to raise
the funds to provide this capital, or to otherwise locate the required capital
for these businesses, they may never attain profitability.

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. The Company's directors
and officers have not entered into written employment agreements with the
Company and they are not expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on its officers and directors.
Notwithstanding the limited time commitment of management, loss of the services
of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations.

CONFLICTS OF INTEREST - GENERAL. Certain conflicts of interest may exist from
time to time between the Company and its officers and directors. They have other
business interests to which they devote their attention, and they will continue
to do so. As a result, conflicts of interest may arise that can be resolved only
through exercise of such judgment as is consistent with the fiduciary duties of
management to the Company.

NO PUBLIC MARKET CURRENTLY EXISTS. There is currently no public market for the
Company's common stock, and it is not expected that any such market will develop
until such time as the Company has filed a Registration Statement under the
Securities Act of 1933 and the Securities and Exchange Commission has declared
that Registration Statement to be effective. There can be no assurance that a
market will in fact develop at any time, or that a shareholder ever will be able
to liquidate his investment without considerable delay. If a market should
develop, the price may be highly volatile. Factors such as those discussed in
the "Risk Factors" section may have a significant impact upon the market price
of the Company's stock.







                                23




SWAP AND SHOP.NET CORP.

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/Chairman
("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/CHAIRMAN 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.
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 judgements 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.

CONCLUSIONS:
Based upon the Controls Evaluation, the CEO/Chairman 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/Chairman 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.






                                24




SWAP AND SHOP.NET CORP.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        The Company is not a party to any legal proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

        None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        None

ITEM 5. SUBSEQUENT EVENTS.

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


     Exhibit 31.1  Certification required under Section 302 of
                   the Sarbanes-Oxley Act of 2002 by the CEO

     Exhibit 31.2  Certification required under Section 302 of
                   the Sarbanes-Oxley Act 0f 2002 by the CFO

     Exhibit 32    Section 1350 Certification

(b) Reports on Form 8-K:
    None


















                                25





SWAP AND SHOP.NET CORP.


                            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.

January 11, 2006                       By: /s/ Barney A. Richmond
                                           Barney A. Richmond,
                                           Chief Executive Officer

January 11, 2006                       By: /s/ Richard C. Turner
                                           Richard C. Turner,
                                           Chief Financial Officer


SIGNATURES AND CERTIFICATIONS
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-QSB of SWAP AND SHOP.NET
CORP.

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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this 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 is made known to us by others within the
company, particularly during the period in which this 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 report
(the "Evaluation Date"); and

 c) presented in this 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):


                                26


SWAP AND SHOP.NET CORP.

 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 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 11, 2006

/s/ Barney A. Richmond

Barney A. Richmond
President


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-QSB of SWAP AND SHOP.NET
CORP.

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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this 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 is made known to us by others within the
company, particularly during the period in which this 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 report
(the "Evaluation Date"); and

 c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

                                27


SWAP AND SHOP.NET CORP.

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 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 11, 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 SECTION 906 OF THE SARBANES-OXLY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Registration Statement of SWAP AND SHOP.NET CORP., 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, President 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

(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
President
Date: January 11, 2006



                                28



SWAP AND SHOP.NET CORP.


/s/ Richard C. Turner

Richard C. Turner
Chief Financial Officer
Date: January 11, 2006


[A signed original of this written statement required by Section 906 has been
provided to SWAP AND SHOP.NET CORP. and will be retained by SWAP AND SHOP.NET
CORP. and furnished to the Securities and Exchange Commission or its staff upon
request.]

The Securities and Exchange Commission has not approved or disapproved of this
Form 10-QSB nor has it passed upon its accuracy or adequacy.








































                                29