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 AUGUST 31, 2005
                            File Number 000-51417

                            A CLASSIFIED AD, INC.



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



              Florida                                20-1447963

  (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 AUGUST 31, 2005 the issuer had 9,194,228 shares of common stock,
$.01 Par Value, outstanding.

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

On March 3, 2005, A CLASSIFIED AD, INC. applied and received Cusip Number:
00089Y 10 9

On March 23, 2005, A CLASSIFIED AD, INC. received CIK Number: 0001321499
















A CLASSIFIED AD, INC.              FORM 10-QSB               AUGUST 31, 2005

                                    INDEX

                                                                 PAGE NO.
PART I  FINANCIAL INFORMATION


ITEM 1  FINANCIAL STATEMENTS

          Independent Accountants' Report............................3

          Balance Sheets
           August 31, 2005 and 2004..................................4

          Statement of Operations
           Three Months Ended August 31, 2005 and 2004...............5

          Statement of Changes in Stockholders' Equity
           May 31, 2004, through August 31, 2005.....................6

          Statement of Cash Flows
           Three Months Ended August 31, 2005 and 2004...............7

          Notes to Financial Statements..............................9

ITEM 2 Management's Discussion and Analysis or Plan of Operation.....22

ITEM 3 Controls and Procedures.......................................30


PART II      OTHER INFORMATION

ITEM 1 Legal Proceedings.............................................31

ITEM 2 Unregistered Sales of Equity Securities and Use of
       Proceeds......................................................31

ITEM 3 Defaults Upon Senior Securities...............................31

ITEM 4 Submission of Matters to a Vote Of Security Holders ..........31

ITEM 5 Subsequent Events.............................................31

ITEM 6 Exhibits......................................................39

SIGNATURES AND CERTIFICATIONS........................................40






                                      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


                       Independent Accountants' Report


To the Board of Directors and Stockholders
A CLASSIFIED AD, INC.
Palm Beach Gardens, Florida

We have reviewed the accompanying balance sheets of A CLASSIFIED AD, INC.,
as of August 31, 2005 and August 31, 2004, and the related statements of
operations, for three-month periods ended August 31, 2005 and 2004, the
statement of changes in stockholders' equity from May 31, 2004 through
August 31, 2005, and the statement of cash flows for the three month periods
ended August 31, 2005, and 2004, in accordance with Statements on Standards
for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of A CLASSIFIED AD, INC.

A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with U.S. generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.


Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with accounting principles generally accepted in the United
States of America.



/s/Wieseneck, Andres & Company, P.A.


North Palm Beach, Florida
October 13, 2005








                                      3





A CLASSIFIED AD, INC.
BALANCE SHEETS
(UNAUDITED)
                                            AUGUST 31, 2005    AUGUST 31,2004
ASSETS                                       -------------       ------------
    Current Assets
         Cash and Cash Equivalents            $    9,247         $    10,000
         Prepaid Expense                             550                  -
                                             -------------       ------------

             Total Current Assets                  9,797              10,000
                                             -------------       ------------

    Fixed Assets
         Property & Equipment, Net                 1,177               1,506
                                             -------------       ------------


    Other Assets
         Intangible Assets, Net                      139                 153
                                             -------------       ------------
             Total Other Assets                      139                 153
                                             -------------      ------------

TOTAL ASSETS                                  $   11,113          $   11,659
                                             =============       ============

LIABILITIES & STOCKHOLDERS' EQUITY
 Liabilities
         Current Liabilities
            Accounts Payable                  $    1,845          $        2
            Notes Payable                             70                  70
            Shareholder Loans                      3,200              10,000
                                             -------------       ------------
         Total Current Liabilities                 5,115              10,072
                                             -------------       ------------
     Total Liabilities                             5,115              10,072
                                             -------------       ------------
     Stockholders' Equity
         Common Stock $.01 par value, 100 million
         Shares authorized, 9,194,228 shares issued
         and outstanding                          91,943

         Common Stock $.01 par value, 100 million
         Shares authorized, 499,503 shares issued
         and outstanding                                               4,996

        Paid-in-Capital                           (3,259)             (3,259)
        Retained Earnings (deficit)              (82,686)               (150)
                                             -------------       ------------
  Total Stockholders' Equity                       5,998               1,587
                                             -------------       ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY     $    11,113          $   11,659
                                             =============       ============


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


A CLASSIFIED AD, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2005 AND 2004
(UNAUDITED)

                                                AUGUST  2005       AUGUST 2004

                                               -------------       ------------
      Revenues
             Net Sales                         $                   $         -
             Cost of Sales                              82                  82

                                               -------------       ------------

                 Gross Profit                          (82)                (82)

      Operating Expenses
              General and Administrative            43,613                   2
              Sales and Marketing                        -                   -
              Amortization                               4                   4

                                               -------------       ------------
            Total Operating Expenses                43,617                   6


                                               -------------       ------------

            Loss from Operations                   (43,699)                (88)

                                               -------------       ------------

      Other Income (Expense)
            Discontinued Operations                      -                 -

                                               -------------       ------------
      Net Other Expenses                                 -                 -


                                               -------------       ------------

      Net Loss                                 $   (43,699)        $       (88)

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

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

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


Weighted Average Shares Outstanding              9,194,228             499,503

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












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






A CLASSIFIED AD, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM MAY 31, 2004, THROUGH AUGUST 31, 2005
(UNAUDITED)
                     Number   At Par     Add'l  Retained      Total
                       of      Value   Paid In  Earnings  Stockholder
                     Shares     $.01   Capital  (Deficit)     Equity
                ----------- -------- --------- ---------- -----------
Balance,
 May 31, 2004           100  $     0  $  1,737  $     (62)  $  1,675

Cancellation of
 Common Stock
 by eCom eCom          (100)      (0)       (0)         0          0

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

Net Loss                  -        -         -        (88)       (88)
                ----------- -------- --------- ---------- -----------
Balance,
 Aug 31, 2004       499,503    4,996    (3,259)      (150)     1,587

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

Net Loss
 9/1/04 - 5/31/05         -        -         -    (38,837)   (38,837)


Sale of
 Common Stock to
 American Capital
 Holdings, Inc.   3,694,725    36,947        0          0     36,947

Net Loss                  -        -         -    (43,699)   (43,699)
                 ----------- -------- --------- ---------- -----------
Balance,
 Aug 31, 2005     9,194,228  $ 91,943 $ (3,259) $ (82,686)  $  5,998
                 =========== ======== ========= ========== ===========












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


A CLASSIFIED AD, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2005 AND 2004
(UNAUDITED)

                                          AUGUST  2005        AUGUST  2004


Cash Flows From Operating Activities
    Cash received from customers          $           0        $         0
    Cash paid to suppliers of goods
        and services                            (43,508)                 0
    Income Taxes Paid                                 0                  0
    Interest Paid                                     0                  0
    Interest Received                                 0                  0

        Net Cash Flows Used in
         Operating Activities                   (43,508)                 0

Cash Flows From Investing Activities
    Payment of Intangible Assets                      0                  0

        Net Cash Flows Provided By
         (Used In) Investing Activities               0                  0


Cash Flows From Financing Activities
    Proceeds of Loans from Stockholders               -             10,000
    Re-Payment of Loan to Related Company       (34,319)                 0
    Proceeds from Sale of Stock                  36,947                  -


        Net Cash Flows Provided By
         Financing Activities                     2,628             10,000

Net Increase / (Decrease) in Cash               (40,880)            10,000

Cash and Cash Equivalents at Beginning
 of Period                                       50,127                  0

Cash and Cash Equivalents at
 End of Period                            $       9,247         $   10,000
                                          ===============      ==============







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







A CLASSIFIED AD, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2005 AND 2004
(UNAUDITED)

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


                                          AUGUST 2005          AUGUST  2004


  Net Income (Loss)                       $     (43,699)        $      (88)
  Add items not requiring outlay of cash:
   Depreciation and amortization                     86                 86
 Cash was increased by:
   Decrease in prepaid assets                         -                  2
   Increase in accounts payable                     655                  -
 Cash was decreased by:
   Increase in inventory                              -                  -
   Decrease in accounts payable                       -                  -
   Increase in prepaid assets                      (550)                 -


      Net Cash Flows Used in
       Operating Activities               $     (43,508)        $        -
                                          ===============      ==============




















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











A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005

NOTE A - HISTORY AND DESCRIPTION OF BUSINESS

A CLASSIFIED AD, INC. (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 6, 1999, the Company acquired the A Classified Ad web site. This
acquisition included the rights to the completed technology, customer lists
and domain name. Included in the purchase of the A Classified Ad web site
were the rights to the Official NP Magazine, a monthly Internet consumer
report provided to subscribers via e-mail.

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 A CLASSIFIED AD, INC. 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) Paragraph two (2) of this release stated the
following:





                                      9


A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (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."

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




                                      10





A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)


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.

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+




                                      11




A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)

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.

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,




                                      12







A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)


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.

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.



                                      13



A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)


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 A CLASSIFIED AD, INC. 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.

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


                                      14



A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)



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).

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.

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


                                      15




A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (CONTINUED)

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), 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 June2, 2005 8-K----










                                      16






A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE A - HISTORY AND DESCRIPTION OF BUSINESS (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. The
above described June 6, 2005 Court Orders are appended herein as Exhibit
99.7 (incorporated by reference). Electronic copies of the May 16, 2005 and
June 6, 2005 court transcripts are available on the eCom website,
www.ecomecom.net.

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.

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.





                                      17





A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

None

NOTE D - LOANS RECEIVABLE RELATED PARTIES

None

NOTE E - PROPERTY AND EQUIPMENT

Equipment is recorded at cost and is being depreciated over its estimated
useful life of seven years. Accumulated depreciation through August 31, 2005
and 2004 is $471 and $141.

Depreciation expense for the three-months ending August 31, 2005 and 2004 is
$82 and $00, respectively, and is included in the cost of sales.


NOTE F - PREPAID EXPENSES

The Company has a prepaid expense of $550 to Florida Atlantic Stock Transfer.

NOTE G - INTANGIBLE ASSETS

Management has estimated that the useful life of the intangible asset is
five (5) years. The Company is amortizing the asset using the straight line
method over that period. Accumulated amortization for the periods ending
August 31, 2005, and May 31, 2005 is $4 and $18, respectively. Amortization
expense for the periods ending August 31, 2005 and August 31, 2004 is $4 and
$4, respectively.

NOTE H - OTHER ASSETS

None





                                      18



A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005

NOTE I - STOCKHOLDER LOANS AND NOTES PAYABLE

The Stockholder loan is a non-interest bearing, non-collateralized loan from
a stockholder and is due on demand.

Note payable 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 August 31, 2005 totals approximately
$82,000.
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 before extraordinary item for the
three months ended August 31, 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 before extraordinary
items. In accordance with generally accepted accounting principles, diluted
loss per share from extraordinary item is calculated using the same number
of potential common shares as used in the computation of loss per share
before extraordinary items.





                                      19




A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 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:                                            AUGUST 31, 2005

       Loss carry forward for tax purposes             $       82,000
                                                       ================
       Deferred tax asset (34%)                                27,880
       Valuation allowance                                    (27,880)

       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 AUGUST 31, 2005 was approximately
$82,000. 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 $70 for funds advanced to the Company for it's
operations.

Pro Card Corp. is owed $2,500. Swap and Shop.net Corp. is owed $700.

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 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.



                                      20





A CLASSIFIED AD, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2005
NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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.






                                      21





A CLASSIFIED AD, INC.

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 A CLASSIFIED AD, INC. 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) 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.



                                      22


A CLASSIFIED AD, INC.
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.




                                      23





A CLASSIFIED AD, INC.
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.

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



                                      24




A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)

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.

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


                                 25




A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)

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 A CLASSIFIED AD, INC. 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.


                                 26






A CLASSIFIED AD, INC.
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).

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.





                                 27







A CLASSIFIED AD, INC.
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), 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 June2, 2005 8-K----

                                 28


A CLASSIFIED AD, INC.
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. The above described June 6, 2005 Court Orders
are appended herein as Exhibit 99.7 (incorporated by reference).
Electronic copies of the May 16, 2005 and June 6, 2005 court
transcripts are available on the eCom website, www.ecomecom.net.

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

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.



                                 29






A CLASSIFIED AD, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)

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.


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.

                                 30


A CLASSIFIED AD, INC.
ITEM 3. CONTROLS AND PROCEDURES (CONTINUED)

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.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        The Company is not a party to any legal proceedings,
however an          Involuntary Bankruptcy Petition has been filed
by the creditors of eCom          against eCom. These proceedings
are pending in the Federal District          Court in Broward
County, Florida.

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

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.



                                 31




A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)

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 A CLASSIFIED AD, INC. 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)
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.

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

                                 32


A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)

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.

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



                                 33



A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)

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.

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



                                 34


A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)

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.

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



                                 35



A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)

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 A CLASSIFIED AD, INC. 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.

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.



                                 36




A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (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. 04-35435 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).

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.

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 ----








                                 37



A CLASSIFIED AD, INC.
ITEM 5. SUBSEQUENT EVENTS (CONTINUED)

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), 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 June2, 2005 8-K----


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. The above described June 6, 2005 Court Orders
are appended herein as Exhibit 99.7 (incorporated by reference).
Electronic copies of the May 16, 2005 and June 6, 2005 court
transcripts are available on the eCom website, www.ecomecom.net.

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



                                 38




A CLASSIFIED AD, INC.

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

     Exhibit 99.1  eCom eCom.com, Inc. Form 10 QSB filed April 14,
                   2004 with the Securities and Exchange Commission,
                   file number 000-23617,accession
                   number 0001000459-04-000005.(incorporated by reference
                   to the Company's Form 10QSB)

     Exhibit 99.2  CUSIP SERVICE BUREAU, filed by the Company on
                   March 3, 2005. (incorporated by reference to the Company's
                   Form 10QSB)

     Exhibit 99.3  Annual Report filed February 23, 2005 filed with
                   the Florida Department of State (incorporated by reference
                   to the Company's Form 10QSB)

     Exhibit 99.4  Edgar CIK Confirmation, received March 23, 2005
                   (incorporated by reference to the Company's Form 10QSB)

     Exhibit 99.5  On March 29, 2004, David Panaia prepared and
                   issued a Press Release announcing the appointment of
                   Barney A. Richmond as President of eCom. (incorporated
                   by reference to the Company's Form 10QSB)

     Exhibit 99.6  List of Shareholders as of May 27, 2005 who
                   received Spinoff shares and corresponding Certified Mail
                   numbers of Share Certificates mailed June 2, 2005
                   (incorporated by reference to the Company's Form 10QSB)

     Exhibit 99.7  Court Orders from Involuntary Bankruptcy
                   Petition of eCom eCom.com, Inc. (incorporated by reference
                   to the  Company's Form 10QSB)

     Exhibit 99.8  American Capital Holdings, Inc. Corporate Resolution











                                 39






A CLASSIFIED AD, INC.

(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.

October 13, 2005                   By: /s/ Barney A. Richmond
                                           Barney A. Richmond,
                                           Chief Executive Officer

October 13, 2005                   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 A
CLASSIFIED AD, 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 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):

                                 40



A CLASSIFIED AD, INC.

 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: October 13, 2005

/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 A
CLASSIFIED AD, 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 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;

                                 41



A CLASSIFIED AD, 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 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: October 13, 2005

/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 A CLASSIFIED AD,
INC., a Florida corporation (the "Company"), on Form 10-QSB for the
period ending August 31, 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: October 13, 2005



                                 42



A CLASSIFIED AD, INC.


/s/ Richard C. Turner

Richard C. Turner
Chief Financial Officer
Date: October 13, 2005


[A signed original of this written statement required by Section
906 has been provided to A CLASSIFIED AD, INC. and will be retained
by A CLASSIFIED AD, INC. 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.








































                                 43