UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB



|(Mark One)                                                                              
|----------------------------------------------------------------------------------------
|[X]                                                                                     
|For the quarterly period ended: March 31, 2002                                          
|Or                                                                                      
|[  ]                                                                                    
|For the transition period from ____________ to _____________                            
|Commission File Number:            0-31503                                              
|E-Com Technologies Corporation(Exact name of registrant as specified in its charter)    
|Nevada
(State or other jurisdiction of incorporation or
organization)                   
|388-1281 W. Georgia St. Vancouver, B.C., Canada
(Address of principal executive offices)
|(604) 608-6336(Registrant's telephone number, including area code)                      
|N/A
(Former name, former address and former fiscal year, if changed since last report)  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  
Yes [X] No [ ]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]



APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 12,750,157 (April 29, 2002)



TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT

Yes [ ] No [X]





E-COM TECHNOLOGIES CORPORATION



Table of Contents



|                                                                                                                                                  | Page
|------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                                                                                    |     
|Item 1. Consolidated Financial Statements                                                                                                         |     
|Unaudited Interim Consolidated Balance Sheet as at March 31, 2002 and December 31, 2001                                                           | 3   
|Unaudited Interim Consolidated Statements of Operations and Comprehensive Income for the 3 month periods ended March 31, 2002 and March 31, 2001. | 4   
|Unaudited Interim Consolidated Statement of Stockholders' Equity                                                                                  | 5   
|Unaudited Interim Consolidated Statements of Cash Flows for the 3 months ended March 31, 2002 and March 31, 2001                                  | 6   
|Notes to Unaudited Interim Consolidated Financial Statements                                                                                      | 7   
|Item 2. Management's Discussion and Plan of Operation                                                                                             | 10  
|PART II - OTHER INFORMATION                                                                                                                       |     
|Item 1. Legal Proceedings                                                                                                                         | 13  
|Item 2. Changes in Securities and Use of Proceeds                                                                                                 | 13  
|Item 3. Defaults Upon Senior Securities                                                                                                           | 13  
|Item 4. Submission of Matters to a Vote of Securities Holders                                                                                     | 13  
|Item 5. Other Information                                                                                                                         | 13  
|Item 6. Exhibits and Reports on Form 8-K                                                                                                          | 13  





Item 1.

Interim Consolidated Financial Statements 
(Expressed in United States dollars)



E-Com Technologies corporation



Three month periods ended March 31, 2002 and 2001

(Unaudited)

E-COM TECHNOLOGIES CORPORATION

Interim Consolidated Balance Sheets
(Expressed in United States dollars)

|                                                               | March 31,
2002 | December 31,
2001
|-------------------------------------------------------------- | -------------- | -----------------
|Assets                                                         |                |                  
|Current assets:                                                |                |                  
|Cash                                                           | $187           | $3,870           
|Accounts receivable                                            | 8,577          | 18,587           
|Prepaid expenses                                               | 2,560          | 1,738            
|Work-in-progress                                               | -              | 5,286            
|                                                               | 11,324         | 29,481           
|Fixed assets, net of accumulated depreciation of $36,171       |                |                  
|(2001 - $32,128)                                               | 17,106         | 21,149           
|Total assets                                                   | $       28,430 | $       50,630   
|Liabilities and Stockholders' Deficiency                       |                |                  
|Current liabilities:                                           |                |                  
|Accounts payable and accrued liabilities                       | $       41,454 | $       45,497   
|Current capital lease obligation                               | 5,501          | 6,416            
|                                                               | 46,955         | 51,913           
|                                                               |                |                  
|Long-term capital lease obligation                             | 4,501          | 5,249            
|Long-term debt due to related parties                          | 175,926        | 143,835          
|Loans payable                                                  | 57,111         | 53,678           
|Convertible debenture, net of discount of $6,215               |                |                  
|(2001 - $6,629)                                                | 66,145         | 65,731           
|Total liabilities                                              | 350,638        | 320,406          
|                                                               |                |                  
|Stockholders' deficiency:                                      |                |                  
|Common stock:                                                  |                |                  
|Authorized:                                                    |                |                  
|90,000,000 common voting shares, par value of $0.001
per share |                |                  
|10,000,000 preferred stock, par value of $0.001
per share      |                |                  
|Issued and outstanding:                                        |                |                  
|12,750,157 common stock (2001 - 12,750,157)                    | 12,750         | 12,750           
|Additional paid-in capital                                     | 246,702        | 246,702          
|Deficit                                                        | (586,020)      | (533,457)        
|Accumulated other comprehensive income:                        |                |                  
|Cumulative translation adjustment                              | 4,360          | 4,229            
|Total stockholders' deficiency                                 | (322,208)      | (269,776)        
|Total liabilities and stockholders' deficiency                 | $       28,430 | $       50,630   

See accompanying notes to interim consolidated financial statements.

E-COM TECHNOLOGIES CORPORATION

Interim Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(Expressed in United States dollars)
Three month periods ended March 31, 2002 and 2001

|                                        | 2002              | 2001             
|--------------------------------------- | ----------------- | -----------------
|Revenues:                               |                   |                  
|Website and programming services        | $           9,584 | $         28,485 
|Hardware/software sales                 | -                 | 4,379            
|                                        | 9,584             | 32,864           
|Cost of sales and services              | 8,879             | 23,529           
|Gross profit                            | 705               | 9,335            
|Expenses:                               |                   |                  
|Depreciation and amortization           | 4,043             | 5,098            
|Interest expense                        | 2,116             | 1,284            
|Selling, general and administrative     | 47,109            | 90,858           
|Total expenses                          | 53,268            | 97,240           
|Loss for the period                     | (52,563)          | (87,905)         
|Other comprehensive gain:               |                   |                  
|Foreign currency translation adjustment | 131               | 3,018            
|Comprehensive income (loss)             | $      (52,432)   | $      (84,887)  
|Loss per share:                         |                   |                  
|Basic                                   | $         (0.00)  | $          (0.01)
|Diluted                                 | (0.00)            | (0.01)           
|Weighted average shares:                |                   |                  
|Basic                                   | 12,750,157        | 12,665,157       
|Diluted                                 | 12,750,157        | 12,665,157       

See accompanying notes to interim consolidated financial statements.

E-COM TECHNOLOGIES CORPORATION

Interim Consolidated Statements of Stockholders' Equity (Deficiency)
(Unaudited)
(Expressed in United States dollars)
Three month period ended March 31, 2002

|                                                                                           | Common
stock
Shares | Common
stock
Amount | Additional
paid-in
capital | Retained
earnings
(deficit) | Cumulative
translation
adjustment | Total
stockholders;
equity
(deficiency)
|------------------------------------------------------------------------------------------ | ------------------- | ------------------- | -------------------------- | --------------------------- | --------------------------------- | ---------------------------------------
|Balance, January 29, 1999                                                                  |                     |                     |                            |                             |                                   |                                        
|issued for cash at $.0004
per share post 2.5:1 split                                       | 7,500,000           | $        3,000      | $             -            | $             -             | $             -                   | $          3,000                       
|April 4, 1999:                                                                             |                     |                     |                            |                             |                                   |                                        
|Issued for cash                                                                            | 3,000,000           | 1,200               | -                          | -                           | -                                 | 1,200                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Foreign currency translation adjustments                                                   | -                   | -                   | -                          | -                           | (3)                               | (3)                                    
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Net earnings                                                                               | -                   | -                   | -                          | 3,350                       | -                                 | 3,350                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Balance, December 31, 1999                                                                 | 10,500,000          | 4,200               | -                          | 3,350                       | (3)                               | 7,547                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|April 30, 2000:                                                                            |                     |                     |                            |                             |                                   |                                        
|Issued for cash                                                                            | 1,195,650           | 1,196               | 118,369                    | -                           | -                                 | 119,565                                
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|April 30, 2000:                                                                            |                     |                     |                            |                             |                                   |                                        
|Issued for services                                                                        | 129,250             | 129                 | 12,796                     | -                           | -                                 | 12,925                                 
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|April 30, 2000:                                                                            |                     |                     |                            |                             |                                   |                                        
|Issued for cash                                                                            | 677,013             | 677                 | 67,024                     | -                           | -                                 | 67,701                                 
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|September 18, 2000:                                                                        |                     |                     |                            |                             |                                   |                                        
|Issued for services                                                                        | 12,000              | 12                  | 1,188                      | -                           | -                                 | 1,200                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|November 15, 2000:                                                                         |                     |                     |                            |                             |                                   |                                        
|Issued for cash                                                                            | 45,244              | 45                  | 6,742                      | -                           | -                                 | 6,787                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|December 28, 2000:                                                                         |                     |                     |                            |                             |                                   |                                        
|Issued for services                                                                        | 106,000             | 106                 | 4,894                      | -                           | -                                 | 5,000                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Authorized par value change resulting in a    
     decrease in additional paid-in-capital | -                   | 6,300               | (6,300)                    | -                           | -                                 | -                                      
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Detachable warrants issued with convertible debt                                           | -                   | -                   | 8,287                      | -                           | -                                 | 8,287                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Stock compensation                                                                         | -                   | -                   | 16,103                     | -                           | -                                 | 16,103                                 
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Conversion benefit of convertible debt                                                     | -                   | -                   | 8,287                      | -                           | -                                 | 8,287                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Foreign currency translation adjustments                                                   | -                   | -                   | -                          | -                           | (672)                             | (672)                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Loss for the year                                                                          | -                   | -                   | -                          | (287,656)                   | -                                 | (287,656)                              
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Balance, December 31, 2000                                                                 | 12,665,157          | 12,665              | 237,390                    | (284,306)                   | (675)                             | (34,926)                               
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|May 25, 2001:                                                                              |                     |                     |                            |                             |                                   |                                        
|Issued for services                                                                        | 75,000              | 75                  | 7,425                      | -                           | -                                 | 7,500                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|June 25, 2001:                                                                             |                     |                     |                            |                             |                                   |                                        
|Issued for services                                                                        | 10,000              | 10                  | 990                        | -                           | -                                 | 1,000                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Services rendered relating to prior year share
     issuance                               | -                   | -                   | 14,000                     | -                           | -                                 | 14,000                                 
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Stock compensation                                                                         | -                   | -                   | (13,103)                   | -                           | -                                 | (13,103)                               
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Foreign currency translation adjustments                                                   | -                   | -                   | -                          | -                           | 4,904                             | 4,904                                  
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Loss for the year                                                                          | -                   | -                   | -                          | (249,151)                   | -                                 | (249,151)                              
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Balance, December 31, 2001                                                                 | 12,750,157          | 12,750              | 246,702                    | (533,457)                   | 4,229                             | (269,776)                              
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Loss for the period                                                                        | -                   | -                   | -                          | (52,563)                    | -                                 | (52,563)                               
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Foreign currency translation of adjustments                                                | -                   | -                   | -                          | -                           | 131                               | 131                                    
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|                                                                                           |                     |                     |                            |                             |                                   |                                        
|Balance, March 31, 2002                                                                    | 12,750,157          | $    12,750         | $    246,702               | $  (586,020)                | $    4,360                        | $  (322,208)                           

See accompanying notes to interim consolidated financial statements.

E-COM TECHNOLOGIES CORPORATION

Interim Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in United States dollars)
Three month periods ended March 31, 2002 and 2001

|                                                                  | 2002               | 2001                
|----------------------------------------------------------------- | ------------------ | --------------------
|Cash provided by (used in):                                       |                    |                     
|Operating activities:                                             |                    |                     
|Loss for the period                                               | $      (52,563)    | $       (87,905)    
|Non-cash item:                                                    |                    |                     
|Depreciation                                                      | 4,043              | 5,098               
|Services rendered in exchange for stock                           | -                  | 3,500               
|Compensation cost related to stock options granted                | -                  | -                   
|Interest expense relating to convertible
debenture discount       | -                  | 618                 
|Interest expense of conversion option
benefit of convertible debt | 414                | 4,144               
|Changes in non-cash operating working capital:                    |                    |                     
|Accounts receivable                                               | 10,010             | (4,327)             
|Prepaid expense                                                   | (822)              | (4,340)             
|Work-in-progress                                                  | 5,286              | 16,838              
|Accounts payable and accrued liabilities                          | (4,043)            | 38,442              
|                                                                  | (37,675)           | (27,932)            
|Investing activities:                                             |                    |                     
|Purchase of fixed assets                                          | -                  | -                   
|Proceeds on disposal of fixed assets                              | -                  | 1,576               
|                                                                  | -                  | 1,576               
|Financing activities:                                             |                    |                     
|Subscriptions receivable                                          | -                  | -                   
|Issuance of capital stock                                         | -                  | -                   
|Repayment of obligations under capital lease                      | (1,663)            | (1,948)             
|Issuance of convertible debt                                      | -                  | 30,000              
|Issuance of long-term debt due to related parties                 | 32,091             | -                   
|Issuance of long-term loans payable                               | 3,433              | -                   
|                                                                  | 33,861             | 28,052              
|Effect of foreign currency translation on cash                    | 131                | 3,018               
|Increase (decrease) in cash                                       | (3,683)            | 4,714               
|Cash, beginning of period                                         | 3,870              | 5,644               
|Cash, end of period                                               | $              187 | $          10,358   
|                                                                  |                    |                     
|Supplementary disclosure:                                         |                    |                     
|Income taxes paid                                                 | $                - | $                  -
|Interest expense paid                                             | 2,530              | 1,284               
|                                                                  |                    |                     

See accompanying notes to interim consolidated financial statements.

E-COM TECHNOLOGIES CORPORATION

Notes to Interim Consolidated Financial Statements
(Unaudited)
(Expressed in United States dollars)
Three month periods ended March 31, 2002 and 2001





1.	Basis of presentation:

The unaudited condensed interim consolidated financial statements have been prepared by E-Com Technologies Corp. ("E-Com") in accordance with generally accepted accounting principles in the United States and reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2002. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with E-Com's audited consolidated financial statements and notes for the year ended December 31, 2001, included in E-Com's Registration Statement on Form 10-KSB.  The accounting principles applied in the preparation of these interim consolidated financial statements are consistent to these applied for the year ended December 31, 2001.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary E-Com Consultants (Canada) Corp.  All intercompany balances and transactions have been eliminated.



2.	Operations:

The Company was organized on January 29, 1999 (Inception) under the laws of the State of Nevada as E-Com Technologies Corporation.  The Company has a 100% owned subsidiary, E-Com Consultants (Canada) Corp., which was incorporated in the province of British Columbia.  On November 10, 2000, the Company became a fully registered issuer reporting with the United States Securities and Exchange Commission.  On December 15, 2000, the Company began trading on the National Association of Securities Dealer - Over-the-Counter Bulletin Board.

The Company develops e-commerce solutions, web-based applications, performs Internet marketing and consulting services and designs and hosts web sites.

The Company's interim consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business.  Certain conditions, discussed below, currently exist which raise substantial doubt about the validity of this assumption.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



E-COM TECHNOLOGIES CORPORATION

Notes to Interim Consolidated Financial Statements
(Unaudited)
(Expressed in United States dollars)
Three month periods ended March 31, 2002 and 2001





2.	Operations (continued):

The Company has begun to generate revenues from sales of hardware, software and website services, but such revenues are not yet sufficient to cover operating costs.  Furthermore, the Company has experienced negative cash flows from operations for the three month period ended March 31, 2002.  The Company plans to increase revenue through marketing efforts, business development and also plans to seek additional equity financings to fund future operations.  If the Company is unable to generate sufficient cash inflows, it may be required to reduce or limit operations.

For the period from incorporation to March 31, 2002, the Company operated as one business segment, internet and related services.

All of the Company's revenues are generated in Canada.



3.	Convertible debt with detachable warrants:

(a) On November 15, 2000 the Company issued convertible debenture for proceeds of $24,860.  The convertible debenture has an interest rate of 9% and is convertible into common shares of the Company at the lower of $0.10 per share or 80% of the average closing price.  Interest is payable with common shares upon conversion, or with cash upon maturity of the debenture.  The debentures are convertible into common shares of the Company at 120% of the outstanding amount and 124,300 detachable warrants, convertible into common shares of the Company, were issued in conjunction with the convertible debt.  The warrants expire on November 15, 2002.

The proceeds from the issuance of convertible debt securities with detachable warrants has been allocated between the warrants, the debt security, and the beneficial conversion option.

The fair value of the convertible debenture and the detachable warrants were calculated using the Black Scholes option-pricing model.  The value of proceeds allocated to the detachable warrants totaled $8,287 and is being amortized over the life of the convertible debt.  At the convertible debt commitment date, the value attributed to the beneficial conversion option was $8,287 which was amortized over the period to the first conversion date of May 15, 2001.

E-COM TECHNOLOGIES CORPORATION

Notes to Interim Consolidated Financial Statements
(Unaudited)
(Expressed in United States dollars)
Three month periods ended March 31, 2002 and 2001





3.	Convertible debt with detachable warrants (continued):

(b) On March 14, 2001 the Company issued a convertible debenture for proceeds of $30,000.  The Company issued an additional $17,500 in convertible debenture on May 22, 2001 pertaining to the same subscription agreement for an aggregate total of $47,500.  The convertible debenture has an interest rate of 9% and is convertible into common shares of the Company at the lower of $0.075 per share or 75% of the average closing price.  Interest is payable with common shares upon conversion, or with cash upon maturity of the debenture.

The debentures are convertible into common shares of the Company at any time beginning September 12, 2001 and are redeemable at the option of the Company at 120% of the outstanding amount.

The value of the proceeds allocated to the convertible debt is as follows:





|                                                    | March 31,
2002   | December 31,
2001
|--------------------------------------------------- | ---------------- | -----------------
|Face value of debt                                  | $         72,360 | $          72,360
|Discount attributed to warrants                     | (6,215)          | (6,629)          
|Discount attributed to beneficial conversion option | -                | -                
|                                                    |                  |                  
|                                                    | $         66,145 | $          65,731



The convertible debentures and detachable warrants have not been registered with United States Securities Exchange Commission, or the Securities Commission of any state.

4.	Related party transactions:

Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:

(a)	Included within general and administration expenses is $30,111 (2000 - $47,126) charged by companies controlled by officers and directors of the Company.  The fees were charged in consideration for the provision of management and consulting services to the Company.

At March 31, 2002, due to related parties includes an amount of $175,926 payable to companies controlled by officers and directors of the Company for management fees.  At December 31, 2001, this balance was $143,834.

(b)	The Company utilizes certain office and operating equipment that is provided by a Company that is owned by the Company's President at no charge.

Item 2. Management's Discussion and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect our assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, the acceptance of our products and services, our ability to expand our customer base, our ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that we are unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates"and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking   statements   not   accompanied   by such   expressions.  All forward-looking statements are intended to be covered by the safe harbor created by Section 21E of the Securities Exchange Act of 1934.

General

E-Com Technologies Corporation("E-Com" or the "Company"), a Nevada corporation, was incorporated on January 29, 1999.  We are an information technology company employing the latest technologies to develop solutions for a global marketplace. Our principal products and services include the development of e-commerce and e-business applications, web site architecture and hosting, database design and programming, domain name registration, online payment processing, Internet marketing and consulting and custom programming of web based applications. Our mission is to provide a full range of Internet professional services for clients interested in building and developing their e-commerce strategies.

We have an experienced management team with expertise in the areas of technology, finance, marketing and promotion.  Headquartered in Vancouver, Canada, our Company is poised to capitalize on the technological resources that are readily available at a significantly lower cost than in most regions of North America.  We also have organized talented offshore programming teams who provide assistance on various projects at costs substantially lower than in North America.  The Company filed its Form 10-SB with the United States Securities and Exchange Commission, which became effective November 10, 2000.  As of December 15, 2000 our common shares have been quoted for trading on the OTC Bulletin Boardâ
 under the symbol "ECTC".

Results of Operations

The Company generated revenues of $9,584 for the quarter ended March 31, 2002, as compared to $32,864 in the quarter ended March 31, 2001.  This represents a decrease of $23,280 (70.8%) as compared to the same period in the prior year.  This decrease in revenue can be attributed to a lower demand for our services due to a general downturn in economic conditions and the difficult environment for small technology companies to raise capital for their operations.  We have also had to cut back on marketing resources, which has affected sales revenue.  Internet services and programming accounted our entire first quarter revenues.  We discontinued our online store retailing hardware and software, as these products have low margins on sales and it has not generated significant sales volumes.

Cost of sales decreased from $23,529 for the quarter ended March 31, 2001 to $8,879 for the quarter ended March 31, 2002, reflecting lower sales volume.  Gross profits were down $8,630 from $9,335 for the quarter ended March 31, 2001 to $705 for the quarter ended March 31, 2002.  Gross margin percentage decreased for the quarter ended March 31, 2002 as compared to the prior year as a higher proportion of programming costs were allocated to client projects as compared to the prior year.

Total operating expenses decreased from $97,240 for the quarter ended March 31, 2001 to $53,268 for the same period in 2002. The decrease can be attributed to lower expenditures on contract programming, and to fewer employees in marketing, programming and management, as well as a general decrease in overhead expenses.

We had a net loss of $52,563 for the quarter ended March 31, 2002 as compared to a net loss of $87,905 for the comparable period in 2001.  The decrease in net losses was due to lower operating expenses, primarily selling, general and administrative expenses.

The Company now has of 3 full staff and management and utilizes other programmers on a contract basis. We are now relying more heavily on contractors in an effort to reduce overhead.



Future Business

We plan to increase revenues through our marketing efforts and business development activities such as the enhancement of internal and external sales teams, participation in trade shows and establishing alliances with firms that have the potential to strengthen the demand for our products and services.

Our marketing plan is to focus business development on specific industry vertical markets, including sports and leisure, hospitality, real estate and retail shopping.  By targeting specific industry segments and developing expertise in these areas we feel we will be in a position to develop proprietary applications software, which we can leverage among numerous clients and lead to both higher sales and profit margins.

We expect to continue our marketing efforts during the next year in the local British Columbia market and when additional funding can be obtained on favorable terms we plan to expand our Company into the US market, likely through a marketing office in Seattle, WA.  We plan to complete the bulk of our development work from our Vancouver, BC office due to the lower overhead costs and favorable exchange rate.  We expect that margins on development work will increase substantially once we penetrate into the US market.  Our main focus will be to aggressively market our e-business services, web development and hosting services business, and to add to our staff through the hiring of additional marketing and programming personnel.

We plan to seek additional equity and debt financing to accelerate the growth of the Company internally.  We also plan to aggressively seek merger and acquisition strategies targeting companies which will provide some synergy with our existing business activities and help to accelerate the growth of our Company.  Without additional financing we will be required to reduce our staff and marketing efforts and may not be in a position to continue our business.  Should such events occur we plan to continue with our strategy of seeking out potential merger and acquisition targets in an effort to enhance shareholder value.

Liquidity and Capital Resources

As at March 31, 2002 we had $187 of cash on hand and a working capital deficiency of $35,631.  The Company's current financial condition is not strong as currently our operating costs exceed our revenues and due to our working capital deficiency.  Management has taken steps to cut all discretionary spending and reduce overhead to the largest extent possible, while maintaining the current level of operations.  However, we will need to raise additional financing in order to continue the current level of operations.

We plan to raise additional funds through a private placement or public offering of equity or debt instruments to maintain the current level of operations and to provide for additional staffing in our marketing and programming departments and to provide funds to seek potential merger and acquisition candidates.  The Company is in continuous discussions with private investors and other financing sources in efforts to raise additional capital.  If necessary, the Company may consider loans or debentures from lenders and/or principals of E-Com.  If adequate equity or debt funding cannot be obtained, we will be required to reduce staff and overhead and grow at a slower pace than originally planned or even cease operations.

The Company's interim consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business.  Certain conditions, discussed below, currently exist which raise substantial doubt about the validity of this assumption.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The Company is generating revenues from Internet and website services, but such revenues are not yet sufficient to cover operating costs.  Furthermore, the Company has experienced negative cash flows from operations for the three months ended March 31, 2002.  The Company plans to increase revenue through marketing efforts, business development and also plans to seek additional equity financing to fund future operations.  If the Company is unable to generate sufficient cash inflows, it may be required to reduce or limit operations.

Risk Factors

INVESTING IN OUR COMPANY INVOLVES CONSIDERABLE RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS SET FORTH IN THIS FILING AND OTHER FILINGS IN DETAIL BEFORE MAKING AN INVESTMENT DECISION. THESE RISKS AND UNCERTAINTIES ARE NOT THE ONLY ONES THAT WE FACE OR THAT MAY ADVERSELY AFFECT OUR BUSINESS. IF ANY OF THE FOLLOWING RISKS OR UNCERTAINTIES ACTUALLY OR PARTIALLY OCCURS, OUR COMPANY, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. THIS FILING ALSO CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INHERENTLY INVOLVE RISK AND UNCERTAINTY. OUR ACTUAL RESULTS COULD DEVIATE MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. THIS COULD OCCUR BECAUSE OF THE RISKS SET FORTH IN THIS DOCUMENT, OUR OTHER FILINGS, OR UNANTICIPATED EVENTS AND OCCURRENCES NOT YET FORESEEN.

We are currently not generating positive cash flow and may not have the cash, equity capital, credit, or working capital to pay our current expenditures. Sales may not grow to the levels forecast and new product and service introductions may be delayed. We are seeking equity financing which may not be available on acceptable on terms and conditions to us, if at all.  The auditors' report on our December 31, 2001 consolidated financial statements includes an additional explanatory paragraph that states that the Company has incurred losses from operations and has a working capital deficiency that raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty

We are operating at significant loss, which will further erode our already limited resources.  We are currently developing new business, which if successful will enable us to generate positive cash flow. However, there is no assurance that this can be accomplished before our limited cash resources are exhausted.

We operate in a highly competitive industry and are competing with companies with substantially more financial resources and brand awareness.

Additional Executive and information technology personnel need to be hired. However, given our limited financial resources this may be difficult to achieve.

The trading price of our common stock could be subject to significant fluctuations.  We have convertible debentures and share purchase warrants outstanding which, if converted to common shares, could substantially dilute existing shareholders.  We can not predict what effect, if any, this would have on our share price.

Break-even cash flow will depend on us successfully completing and selling new products and obtaining new contracts for our services. There can be no assurances that there will be market acceptance of upcoming new products or that we will be successful in securing new contracts for our products and services.





PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and Use of Proceeds

During the quarter ended March 31, 2002 we borrowed $3,433 from a private investor.  At present there are no specified terms on the loan, however, the Company is currently negotiating terms to this loan which may include an option to convert to common equity.  The lender has agreed not to demand repayment until at least January 1, 2003. The use of proceeds is for general operating expenses.  No commissions or finders fees were paid in connection with this transaction.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Securities Holders

None

Item 5. Other Information

None

Item 6(a). Exhibits



|Exhibit
Number | Name and/or Identification of Exhibit                                                                                                                                                                                                                     
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3              | Articles of Incorporation & By-Laws                                                                                                                                                                                                                       
|               | (a)Articles of Incorporation of the Company filed January 29, 1999.  Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission.
|               | (b)By-Laws of the Company adopted January 29, 1999.  Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission.                
|               |                                                                                                                                                                                                                                                           
|               |                                                                                                                                                                                                                                                           

Item 6(b). Reports on Form 8-K

None.



SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

E-Com Technologies Corporation

(Registrant)

Date: April 29, 2002

By:  /s/ Kyle Werier
Kyle Werier, President and Director