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 000-51415

                        PRO CARD CORPORATION



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



               Florida                                20-1442373

 (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 10,765,399 shares of common
 stock,  $.01 Par Value, outstanding.

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

 On March 3, 2005 PRO CARD CORPORATION applied and received Cusip
 Number: 74270Q 10 0

 On March 23, 2005 PRO CARD CORPORATION received CIK Number:
 0001321500

















 PRO CARD CORPORATION               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 from
            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
 PRO CARD CORPORATION
 Palm Beach Gardens, Florida

 We have reviewed the accompanying balance sheets of PRO CARD
 CORPORATION, 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 PRO CARD CORPORATION.

 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






 PRO CARD CORPORATION
 BALANCE SHEETS
 (UNAUDITED)
                                           AUGUST 31, 2005  AUGUST 31, 2004
 ASSETS                                      -------------  ------------
     Current Assets
          Cash and Cash Equivalents            $     7,178 $    10,000
          Prepaid Expense                              550           8
          Notes Receivable                           2,500
                                               ------------- -----------
Total Current Assets                                10,228      10,008
                                              ------------- -----------

     Property & Equipment, Net                         885       1,137

     Other Assets
          Intangible Assets, Net                        47          62
                                              -------------  ------------
              Total Other Assets                        47          62
                                              -------------  ------------

 TOTAL ASSETS                                  $     11,160 $   11,207
                                              =============  ============

 LIABILITIES & STOCKHOLDERS' EQUITY
  Liabilities
          Current Liabilities
             Accounts Payable                  $     1,580  $       -
             Notes Payable                           2,077         78
             Shareholder Loans                          -      10,000
                                              -------------  ------------
          Total Current Liabilities                  3,657     10,078
                                              -------------  ------------
      Total Liabilities                              3,657     10,078

                                             -------------  ------------
      Stockholders' Equity
          Common Stock $.01 par value, 100 million
          Shares authorized, 10,765,399 shares issued
          and outstanding                          107,655


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

         Paid-in-Capital                            (3,732)    (3,732)
         Retained Earnings (deficit)               (96,420)      (135)
                                              ------------- ------------
   Total Stockholders' Equity                        7,503      1,129
                                              ------------- ------------

 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY     $     11,160   $   11,207
                                              ============= ============


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


 PRO CARD CORPORATION
 STATEMENT OF OPERATIONS
 FOR THE THREE MONTHS ENDED
 AUGUST 31, 2005 AND 2004
 (UNAUDITED)

                                               AUGUST 31,2005  AUGUST 31,2004
                                                -------------  ------------
       Revenues
              Net Sales                         $         -     $        -
              Cost of Sales                              63             63
                                                -------------   ------------
                  Gross Profit                          (63)          (63)

       Operating Expenses
               General and Administrative            52,261            4
               Sales and Marketing                        -            -
               Amortization                               4            -
                                                -------------   ----------
             Total Operating Expenses                52,265            4

                                                -------------   ------------
             Loss from Operations                   (52,328)         (67)
                                                -------------  ------------

       Other Income (Expense)                             -            -
             Discontinued Operations
                                                ------------- ------------
       Net Other Expenses

                                                -------------  ------------
       Net Loss                                 $   (52,328)  $      (67)
                                                ============= ============

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


 Weighted Average Shares Outstanding              10,765,399     499,503
                                                ============= ============












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





 PRO CARD CORPORATION
 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
                 ----------- -------- --------- ---------- -----------
 May 31, 2004            1    $   0    $ 1,264    $  (68)   $   1,196


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


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


  Net Loss                -        -          -       (67)        (67)
                 ----------- -------- --------- ---------- -----------
 Balance
  Aug 31, 2004      499,503    4,996     (3,732)     (135)      1,129


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

 Net Loss
  9/1/2004 - 5/31/2005    -        -         -    (43,957)
 (43,957)

 Sale of  Common
  Stock to
  American Capital
  Holdings, Inc.  5,265,896   52,659          0         0      52,659

 Net Loss                 -        -          -   (52,328)
 (52,328)
                 ----------- -------- --------- ---------- -----------
 Balance,
  Aug 31, 2005   10,765,399 $107,655  $  (3,732) $(96,420) $    7,503
                 =========== ======== ========= ==========
 ===========

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









 PRO CARD CORPORATION
 STATEMENT OF CASH FLOWS
 FOR THE THREE MONTHS ENDED
 AUGUST 31, 2005 AND 2004
 (UNAUDITED)

                                          AUGUST 31, 2005 AUGUST 31, 2004



 Cash Flows From Operating Activities
     Cash received from customers          $                 $

     Cash paid to suppliers of goods
         and services                            (52,497)       -
     Income Taxes Paid
     Interest Paid
     Interest Received


         Net Cash Flows Used in

          Operating Activities                   (52,497)       -


 Cash Flows From Investing Activities
     Payment of Intangible Assets


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



 Cash Flows From Financing Activities
     Repayment of Loans from related companies   (43,161)        -
     Proceeds of Loans from stockholders
   10,000
     Proceeds from sale of Stock                  52,659         -


              Net Cash Flows Provided By
          Financing Activities                     9,498    10,000



 Net Increase / (Decrease) in Cash               (42,999)   10,000

 Cash and Cash Equivalents at
  Beginning of Period                             50,177        -



 Cash and Cash Equivalents at
  End of Period                            $       7,178  $10,000
                                           ===============  ==============






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







 PRO CARD CORPORATION
 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 31, 2005  AUGUST 31, 2004



   Net Income (Loss)                       $    (52,328)     $     (67)
   Add items not requiring outlay of cash:
    Depreciation and amortization                    66             67
  Cash was increased by:
    Decrease in prepaid assets
    Increase in accounts payable                    315              -
  Cash was decreased by:
    Increase in inventory
    Decrease in accounts payable
    Increase in prepaid assets                     (550)              -



       Net Cash Flows Used in
        Operating Activities               $    (52,497)     $        -
                                           ===============     ==============


















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













 PRO CARD CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 THREE MONTHS ENDED AUGUST 31, 2005

 NOTE A - HISTORY AND DESCRIPTION OF BUSINESS

 PRO CARD CORPORATION (the "Company") was incorporated in the State
 of Florida on January 21, 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.

 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 PRO CARD
 CORPORATION 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


 PRO CARD CORPORATION
 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





 PRO CARD CORPORATION
 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




 PRO CARD CORPORATION
 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







 PRO CARD CORPORATION
 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



 PRO CARD CORPORATION
 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 PRO CARD CORPORATION. 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



 PRO CARD CORPORATION
 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




 PRO CARD CORPORATION
 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






 PRO CARD CORPORATION
 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





 PRO CARD CORPORATION
 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

 A Classified Ad., Inc. a related company owes the Company $2,500.

 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 $379 and $126.

 Depreciation expense for the three-months ending August 31, 2005
 and 2004 is $63 and $63, 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 $23 and $19, 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





 PRO CARD CORPORATION
 NOTES TO FINANCIAL STATEMENTS
 THREE MONTHS ENDED AUGUST 31, 2005

 NOTE I - STOCKHOLDER LOANS AND NOTES PAYABLE

 The Stockholder loan at August 31, 2004 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 $52,000.
 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





 PRO CARD CORPORATION
 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             $      52,000

 ================
        Deferred tax asset (34%)                               17,680
        Valuation allowance                                   (17,680)


        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 $52,000. 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 $78 for funds advanced to the Company
 for it's operations.

 The Company owes AAB National Company $2,000.


 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





 PRO CARD CORPORATION
 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





 PRO CARD CORPORATION

 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 PRO CARD
 CORPORATION 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


 PRO CARD CORPORATION
 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





 PRO CARD CORPORATION
 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




PRO CARD CORPORATION
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




PRO CARD CORPORATION
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;  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 PRO CARD CORPORATION. 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






PRO CARD CORPORATION
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






PRO CARD CORPORATION
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


PRO CARD CORPORATION
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






PRO CARD CORPORATION
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


PRO CARD CORPORATION
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.

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




PRO CARD CORPORATION
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 PRO CARD CORPORATION 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



PRO CARD CORPORATION
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



PRO CARD CORPORATION
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


PRO CARD CORPORATION
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



PRO CARD CORPORATION
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 PRO CARD CORPORATION. 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




PRO CARD CORPORATION
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



PRO CARD CORPORATION
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




PRO CARD CORPORATION

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





PRO CARD CORPORATION

(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 PRO CARD
CORPORATION.

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


PRO CARD CORPORATION

 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 PRO CARD
CORPORATION.

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



PRO CARD CORPORATION

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 PRO CARD
CORPORATION, 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



PRO CARD CORPORATION


/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 PRO CARD CORPORATION and will be retained
by PRO CARD CORPORATION 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