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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)of the Securities Exchange Act of 1934

For the Quarterly Period Ended May 4, 2002
Commission File Number 0-19714

E COM VENTURES, INC.

State of Florida                      I.R.S. No. 65-0977964

11701 N.W. 101st Road
Miami, Florida 33178

Telephone Number: (305) 889-1600

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 twelve (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 ninety (90) days.

YES      þ                  NO   o

Common Stock $.01 Par Value
Outstanding Shares at
June 14, 2002, 2,221,434





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TABLE OF CONTENTS



|                                                   |                                                                                                            |                                                      |  |  |  |  |  | 
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                     
|                                                   | ITEM 1. FINANCIAL STATEMENTS                                                                              
|                                                   |                                                                                                            | CONSOLIDATED CONDENSED BALANCE SHEETS               
|                                                   |                                                                                                            | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS     
|                                                   |                                                                                                            | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS     
|                                                   |                                                                                                            | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
|                                                   | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                   | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                                       
|PART II. OTHER INFORMATION                        
|                                                   | ITEM 1. LEGAL PROCEEDINGS                                                                                 
|                                                   | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                                         
|                                                   | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                                  
|SIGNATURES                                        
|Amendment to Revolving Credit & Security Agreement



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TABLE OF CONTENTS

E COM VENTURES, INC. AND SUBSIDIARIES

PART I
FINANCIAL INFORMATION

|                          |  |                                                                                                  |  |                                                      |    |  |   |  | 
|------------------------- |  | ------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------- | -- |  | - |  | 
|ITEM 1                    |  | FINANCIAL STATEMENTS (unaudited)                                                                 |  |                                                      | 3  | 
|                          |  |                                                                                                  |  | Consolidated Condensed Balance Sheets                |    |  | 3 | 
|                          |  |                                                                                                  |  | Consolidated Condensed Statements of Operations      |    |  | 4 | 
|                          |  |                                                                                                  |  | Consolidated Condensed Statements of Cash Flow       |    |  | 5 | 
|                          |  |                                                                                                  |  | Notes to Consolidated Condensed Financial Statements |    |  | 6 | 
|ITEM 2                    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF CONSOLIDATEDFINANCIAL CONDITION AND RESULTS OF OPERATION |  |                                                      | 11 | 
|ITEM 3                    |  | QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                                      |  |                                                      | 16 | 
|PART II
OTHER INFORMATION
|ITEM 1                    |  | LEGAL PROCEEDINGS                                                                                |  |                                                      | 16 | 
|ITEM 2                    |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                                        |  |                                                      | 16 | 
|ITEM 6                    |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                 |  |                                                      | 16 | 
|SIGNATURES                |  |                                                                                                  |  |                                                      | 17 | 

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PART I.         FINANCIAL INFORMATION




ITEM 1.          FINANCIAL STATEMENTS


E COM VENTURES, INC. AND SUBSIDIARIES




CONSOLIDATED CONDENSED BALANCE SHEETS


(Unaudited)


|                                                                                                                                             |                                            |   |             |             |                  |   |             |             | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | - | ----------- | ----------- | ---------------- | - | ----------- | ----------- | 
|                                                                                                                                             |                                            |   | MAY 4, 2002 |             | FEBRUARY 2, 2002
|                                                                                                                                             |                                            |   |             |             |                 
|ASSETS:                                                                                                                                      |                                            |   |             |             |                  |   |             |            
|Current assets:                                                                                                                              |                                            |   |             |             |                  |   |             |            
|Cash and cash equivalents                                                                                                                    |                                            | $ | 1,701,478   |             |                  | $ | 1,600,787   |            
|Trade receivables, net                                                                                                                       |                                            |   | 936,218     |             |                  |   | 635,240     |            
|Advances to suppliers                                                                                                                        |                                            |   | 4,192,022   |             |                  |   | 3,426,525   |            
|Inventories, net                                                                                                                             |                                            |   | 75,400,587  |             |                  |   | 68,387,570  |            
|Prepaid expenses and other current assets                                                                                                    |                                            |   | 2,143,935   |             |                  |   | 2,147,456   |            
|Investments available for sale                                                                                                               |                                            |   | 1,353,900   |             |                  |   | 1,313,740   |            
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|                                                                                                                                             | Total current assets                       |   |             | 85,728,140  |                  |   |             | 77,511,318  | 
|Property and equipment, net                                                                                                                  |                                            |   | 19,984,341  |             |                  |   | 21,348,967  |            
|Goodwill and other intangible assets                                                                                                         |                                            |   | 2,682,430   |             |                  |   | 2,740,315   |            
|Other assets, net                                                                                                                            |                                            |   | 888,759     |             |                  |   | 958,026     |            
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|                                                                                                                                             | Total assets                               |   | $           | 109,283,670 |                  |   | $           | 102,558,626 | 
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|LIABILITIES
AND SHAREHOLDERS EQUITY:                                                                                                        |                                            |   |             |             |                  |   |             |            
|Current liabilities:                                                                                                                         |                                            |   |             |             |                  |   |             |            
|Bank line of credit                                                                                                                          |                                            | $ | 35,852,461  |             |                  | $ | 30,734,662  |            
|Current portion of long-term debt                                                                                                            |                                            |   | 377,075     |             |                  |   | 454,219     |            
|Accounts payable, non-affiliates                                                                                                             |                                            |   | 22,466,489  |             |                  |   | 17,924,889  |            
|Accounts payable, affiliates                                                                                                                 |                                            |   | 18,104,992  |             |                  |   | 16,767,667  |            
|Accrued expenses and other liabilities                                                                                                       |                                            |   | 5,517,317   |             |                  |   | 5,956,743   |            
|Subordinated note payable, affiliate                                                                                                         |                                            |   |            |             |                  |   | 100,000     |            
|Current portion of obligations under capital leases                                                                                          |                                            |   | 1,628,233   |             |                  |   | 1,664,827   |            
|Current
portion of convertible notes payable                                                                                                 |                                            |   | 1,089,781   |             |                  |   | 1,148,429   |            
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|                                                                                                                                             | Total current liabilities                  |   |             | 85,036,348  |                  |   |             | 74,751,436  | 
|Long-term debt, less current portion                                                                                                         |                                            |   |            |             |                  |   | 31,860      |            
|Long-term portion of obligations under capital leases                                                                                        |                                            |   | 716,795     |             |                  |   | 1,076,106   |            
|Long-term
portion of convertible notes payable                                                                                               |                                            |   | 3,137,474   |             |                  |   | 4,095,811   |            
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|                                                                                                                                             | Total liabilities                          |   |             | 88,890,617  |                  |   |             | 79,955,213  | 
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|Commitments and contingencies                                                                                                                |                                            |   |            |             |                  |   |            |            
|Shareholders equity:                                                                                                                        |                                            |   |             |             |                  |   |             |            
|Preferred stock, $.10 par value, 1,000,000
shares authorized, none issued                                                                    |                                            |   |            |             |                  |   |            |            
|Common stock, $.01 par value, 6,250,000 shares
authorized; 2,993,986 and 2,980,305 shares issued
in fiscal years 2002 and 2001, respectively |                                            |   | 29,940      |             |                  |   | 29,803      |            
|Additional paid-in capital                                                                                                                   |                                            |   | 71,289,425  |             |                  |   | 71,455,401  |            
|Treasury stock, at cost, 772,552 and 766,802 shares
in fiscal years 2002 and 2001, respectively                                              |                                            |   | (7,053,411  | )           |                  |   | (7,038,638  | )          
|Accumulated deficit                                                                                                                          |                                            |   | (41,143,194 | )           |                  |   | (39,202,863 | )          
|Notes and interest receivable from shareholder and officer                                                                                   |                                            |   | (3,022,934  | )           |                  |   | (2,881,624  | )          
|Accumulated other comprehensive income                                                                                                       |                                            |   | 293,227     |             |                  |   | 241,334     |            
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|                                                                                                                                             | Total shareholders equity                 |   |             | 20,393,053  |                  |   |             | 22,603,413  | 
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            
|                                                                                                                                             | Total liabilities and shareholders equity |   | $           | 109,283,670 |                  |   | $           | 102,558,626 | 
|                                                                                                                                             |                                            |   |             |             |                  |   |             |            

See accompanying notes to consolidated condensed financial statements.

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E COM VENTURES, INC. AND SUBSIDIARIES




CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS


(Unaudited)


|                                                      |                                     |                          |            |                      |            |                      |            |            |            |  
|----------------------------------------------------- | ----------------------------------- | ------------------------ | ---------- | -------------------- | ---------- | -------------------- | ---------- | ---------- | ---------- | -
|                                                      |                                     |                          |            | Thirteen Weeks Ended |            | Thirteen Weeks Ended
|                                                      |                                     |                          |            | May 4, 2002          |            | May 5, 2001         
|                                                      |                                     |                          |            |                      |            |                     
|Net sales                                             |                                     | $                        | 40,168,682 |                      |            | $                    | 40,582,515 |           
|Cost of goods sold                                    |                                     |                          | 22,839,423 |                      |            |                      | 23,920,830 |           
|                                                      |                                     |                          |            |                      |            |                      |            |           
|Gross profit                                          |                                     |                          | 17,329,259 |                      |            |                      | 16,661,685 |           
|                                                      |                                     |                          |            |                      |            |                      |            |           
|Operating expenses:                                   |                                     |                          |            |                      |            |                      |            |           
|                                                      | Selling, general and administrative |                          |            | 17,234,099           |            |                      |            | 17,285,983 |           
|                                                      | Depreciation and amortization       |                          |            | 1,491,645            |            |                      |            | 1,769,550  |           
|                                                      |                                     |                          |            |                      |            |                      |            |           
|                                                      |                                     | Total operating expenses |            |                      | 18,725,744 |                      |            |            | 19,055,533 |  
|                                                      |                                     |                          |            |                      |            |                      |            |           
|Loss from operations                                  |                                     |                          | (1,396,485 | )                    |            |                      | (2,393,848 | )         
|Interest expense, net                                 |                                     |                          | (543,846   | )                    |            |                      | (1,008,600 | )         
|                                                      |                                     |                          |            |                      |            |                      |            |           
|                                                      |                                     | Net loss                 |            | $                    | (1,940,331 | )                    |            | $          | (3,402,448 | )
|                                                      |                                     |                          |            |                      |            |                      |            |           
|Net loss per common share:                            |                                     |                          |            |                      |            |                      |            |           
|                                                      | Basic                               |                          | $          | (0.80                | )          |                      | $          | (1.35      | )         
|                                                      |                                     |                          |            |                      |            |                      |            |           
|                                                      | Diluted                             |                          | $          | (0.80                | )          |                      | $          | (1.35      | )         
|                                                      |                                     |                          |            |                      |            |                      |            |           
|Weighted average number of common shares outstanding: |                                     |                          |            |                      |            |                      |            |           
|                                                      | Basic                               |                          |            | 2,421,408            |            |                      |            | 2,526,890  |           
|                                                      |                                     |                          |            |                      |            |                      |            |           
|                                                      | Diluted                             |                          |            | 2,421,408            |            |                      |            | 2,526,890  |           
|                                                      |                                     |                          |            |                      |            |                      |            |           

See accompanying notes to consolidated condensed financial statements.

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E COM VENTURES, INC. AND SUBSIDIARIES




CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS


(Unaudited)


|                                                                            |                                                            |                                           |            |                      |            |                      |            |           |            |  
|--------------------------------------------------------------------------- | ---------------------------------------------------------- | ----------------------------------------- | ---------- | -------------------- | ---------- | -------------------- | ---------- | --------- | ---------- | -
|                                                                            |                                                            |                                           |            | Thirteen Weeks Ended |            | Thirteen Weeks Ended
|                                                                            |                                                            |                                           |            | May 4, 2002          |            | May 5, 2001         
|                                                                            |                                                            |                                           |            |                      |            |                     
|Cash flows from operating activities:                                       |                                                            |                                           |            |                      |            |                      |            |          
|Net loss                                                                    |                                                            | $                                         | (1,940,331 | )                    |            | $                    | (3,402,448 | )        
|Adjustments to reconcile net loss to net cash
used in operating activities: |                                                            |                                           |            |                      |            |                      |            |          
|Provision for doubtful accounts                                             |                                                            |                                           |           |                      |            |                      | 15,000     |          
|Provision for impairment of assets                                          |                                                            |                                           | 113,974    |                      |            |                      |           |          
|Depreciation and amortization                                               |                                                            |                                           | 1,491,645  |                      |            |                      | 1,769,550  |          
|Change in operating assets and liabilities:                                 |                                                            |                                           |            |                      |            |                      |            |          
|                                                                            |                                                            | Trade receivables                         |            |                      | (300,978   | )                    |            |           | 918,701    |  
|                                                                            |                                                            | Advances to suppliers                     |            |                      | (765,497   | )                    |            |           | 1,545,285  |  
|                                                                            |                                                            | Inventories                               |            |                      | (7,013,017 | )                    |            |           | (4,617,466 | )
|                                                                            |                                                            | Prepaid and other current assets          |            |                      | 3,521      |                      |            |           | (219,389   | )
|                                                                            |                                                            | Other assets                              |            |                      | 56,627     |                      |            |           | 129,605    |  
|                                                                            |                                                            | Accounts payable                          |            |                      | 5,878,925  |                      |            |           | 3,297,882  |  
|                                                                            |                                                            | Accrued expenses and other liabilities    |            |                      | (439,095   | )                    |            |           | 66,756     |  
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          
|Net cash used in operating activities                                       |                                                            |                                           | (2,914,226 | )                    |            |                      | (496,524   | )        
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          
|Cash flows from investing activities:                                       |                                                            |                                           |            |                      |            |                      |            |          
|                                                                            | Additions to property and equipment                        |                                           |            | (170,466             | )          |                      |            | (190,665  | )         
|                                                                            | Proceeds from sale of investments                          |                                           |            | 11,733               |            |                      |            |          |           
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          
|Net cash used in investing activities                                       |                                                            |                                           | (158,733   | )                    |            |                      | (190,665   | )        
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          
|Cash flows from financing activities:                                       |                                                            |                                           |            |                      |            |                      |            |          
|                                                                            | Net borrowings and repayments under bank line
of credit    |                                           |            | 5,117,799            |            |                      |            | 2,328,790 |           
|                                                                            | Repayments of notes payable                                |                                           |            | (109,004             | )          |                      |            | (333,080  | )         
|                                                                            | Repayment of subordinated notes, payable, affiliate        |                                           |            | (100,000             | )          |                      |            |          |           
|                                                                            | Principal payments under capital lease obligations         |                                           |            | (395,905             | )          |                      |            | (379,449  | )         
|                                                                            | Net (borrowings) repayments from shareholders and officers |                                           |            | (141,310             | )          |                      |            | 428,831   |           
|                                                                            | Repayment of convertible notes payable                     |                                           |            | (1,183,157           | )          |                      |            | (800,000  | )         
|                                                                            | Exercise of stock options                                  |                                           |            |                     |            |                      |            | 1,850     |           
|                                                                            | Purchases of treasury stock                                |                                           |            | (14,773              | )          |                      |            | (72,552   | )         
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          
|                                                                            |                                                            | Net cash provided by financing activities |            |                      | 3,173,650  |                      |            |           | 1,174,390  |  
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          
|Increase in cash and cash equivalents                                       |                                                            |                                           | 100,691    |                      |            |                      | 487,201    |          
|Cash and cash equivalents at beginning of period                            |                                                            |                                           | 1,600,787  |                      |            |                      | 2,219,768  |          
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          
|Cash and cash equivalents at end of period                                  |                                                            | $                                         | 1,701,478  |                      |            | $                    | 2,706,969  |          
|                                                                            |                                                            |                                           |            |                      |            |                      |            |          

See accompanying notes to consolidated condensed financial statements.

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E COM VENTURES, INC. AND SUBSIDIARIES




NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


(Unaudited)


NOTE 1  OPERATIONS AND BASIS OF PRESENTATION

E Com Ventures, Inc., a Florida Corporation (the Company or ECOMV), is
a holding company that owns and operates Perfumania Inc. (Perfumania), a
Florida corporation which is a specialty retailer and wholesaler of fragrances
and related products, and perfumania.com, inc., an Internet retailer of
fragrance and other specialty items. It also has an investment in Nimbus
Group, Inc., (Nimbus), a company listed on the American Stock Exchange
(Symbol NMC).

Perfumanias retail stores are located in regional malls, manufacturers
outlet malls, airports and on a stand-alone basis in suburban strip shopping
centers. The number of retail stores in operation at May 4, 2002 and May 5,
2001, were 244 and 254, respectively.

The consolidated condensed financial statements include the accounts of
ECOMV and subsidiaries. All material intercompany balances and transactions
have been eliminated in consolidation.

The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission (the SEC). Certain information and note
disclosures normally included in annual financial statements, prepared in
accordance with accounting principles generally accepted in the United States
of America, have been condensed or omitted pursuant to those rules and
regulations. The financial information presented herein, which is not
necessarily indicative of results to be expected for the current fiscal year,
reflect all adjustments which, in the opinion of management, are necessary for
a fair presentation of the interim unaudited consolidated condensed financial
statements. It is suggested that these consolidated condensed financial
statements be read in conjunction with the financial statements and the notes
thereto included in our Annual Report on Form 10-K for the fiscal year ended
February 2, 2002 filed with the SEC on May 3, 2002.

RECLASSIFICATION

Certain fiscal year 2001 amounts have been reclassified to conform with
the fiscal year 2002 presentation.

NOTE 2  GOODWILL AND OTHER INTANGIBLE ASSETS

On February 3, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142 (SFAS No. 142), Goodwill and Other Intangible Assets,
which eliminated the amortization of goodwill and other intangible assets with
indefinite useful lives. As provided under this Statement, the initial testing
of goodwill for possible impairment will be completed within the first six
months of fiscal year 2002 and final testing, if possible impairment has been
identified, by the end of the year. Thereafter, goodwill and intangible assets
will be tested for impairment at least annually and more frequently if an event
occurs which indicates the goodwill or intangible assets may be impaired.

|                        |  |                   |           |                        |  |        |           |              |  |   |           |  |  |   |           | 
|----------------------- |  | ----------------- | --------- | ---------------------- |  | ------ | --------- | ------------ |  | - | --------- |  |  | - | --------- | 
|                        |  | As of May 4, 2002 |           | As of February 2, 2002
|                        |  |                   |           |                       
|                        |  | Gross             |           | Accumulated            |  | Gross  |           | Accumulated 
|                        |  | Amount            |           | Amortization           |  | Amount |           | Amortization
|                        |  |                   |           |                        |  |        |           |             
|Goodwill                |  | $                 | 2,913,735 |                        |  | $      | 1,009,284 |              |  | $ | 2,913,735 |  |  | $ | 1,009,284 | 
|Other intangible assets |  |                   | 1,163,430 |                        |  |        | 385,451   |              |  |   | 1,163,430 |  |  |   | 327,566   | 
|                        |  |                   |           |                        |  |        |           |              |  |   |           |  |  |   |           | 
|                        |  | $                 | 4,077,165 |                        |  | $      | 1,394,735 |              |  | $ | 4,077,165 |  |  | $ | 1,336,850 | 
|                        |  |                   |           |                        |  |        |           |              |  |   |           |  |  |   |           | 

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Amortization of intangible assets totaled $0.1 million for the first
quarter of fiscal year 2002, and amortization of goodwill and intangible assets
totaled $0.2 million for the first quarter of fiscal year 2001. Without
goodwill amortization, pro forma net loss would have decreased approximately
$0.1 million for the first quarter of fiscal year 2001. Reported loss per
share would have decreased by $0.06. It is anticipated that amortization of
other intangible assets will continue at approximately $0.2 million per year
for each of the next three years.

NOTE 3   BANK LINE OF CREDIT

Perfumanias three year senior secured credit facility with GMAC
Commercial Credit LLC provides for borrowings of up to $40 million, of which
approximately $2.9 million was available at May 4, 2002, and supports normal
working capital requirements and other general corporate purposes. Advances
under the line of credit are based on a formula of eligible inventories and
bears interest at a floating rate ranging from (a) prime less 0.75% to prime
plus 1% or (b) LIBOR plus 1.75%  3.50% depending on a financial ratio test.
As of May 4, 2002, the credit facility bore interest at 4.4%. Borrowings are
secured by a first lien on all assets of Perfumania and the assignment of a
life insurance policy on an officer of the Company. The credit facility
contains limitations on additional borrowings, capital expenditures and other
items, and contains various covenants including maintenance of minimum net
worth, and certain key ratios, as defined by the lender. As of May 4, 2002,
Perfumania was in compliance with all financial covenants.

NOTE 4   BASIC AND DILUTED LOSS PER COMMON SHARE

Basic loss per common share has been computed by dividing net loss by the
weighted average number of common shares outstanding during the period.
Diluted loss per share includes, in periods in which they have a dilutive
effect, the impact of common shares issuable upon exercise of stock options and
other common stock equivalents. For all periods presented in the accompanying
consolidated condensed statements of operations, incremental shares attributed
to outstanding stock options and convertible notes were not included because
the results would be anti-dilutive.

NOTE 5   COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) represents all non-owner changes in
shareholders equity and consists of the following:

|                                                             |                          |   |                      |            |                      |   |            |            |  
|------------------------------------------------------------ | ------------------------ | - | -------------------- | ---------- | -------------------- | - | ---------- | ---------- | -
|                                                             |                          |   | Thirteen Weeks Ended |            | Thirteen Weeks Ended
|                                                             |                          |   | May 4, 2002          |            | May 5, 2001         
|                                                             |                          |   |                      |            |                     
|Net loss                                                     |                          | $ | (1,940,331           | )          |                      | $ | (3,402,448 | )         
|Net unrealized gain (loss) on investments
available for sale |                          |   | 51,893               |            |                      |   | (280,124   | )         
|                                                             |                          |   |                      |            |                      |   |            |           
|                                                             | Total comprehensive loss |   | $                    | (1,888,438 | )                    |   | $          | (3,682,572 | )
|                                                             |                          |   |                      |            |                      |   |            |           

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NOTE 6   SEGMENT INFORMATION

Perfumania operates in two industry segments, specialty retail sales and
wholesale distribution of fragrances and related products. Financial
information for these segments is summarized in the following table.

|                               |           |                                     |   |                      |            |                      |   |            |            | 
|------------------------------ | --------- | ----------------------------------- | - | -------------------- | ---------- | -------------------- | - | ---------- | ---------- | 
|                               |           |                                     |   | Thirteen Weeks Ended |            | Thirteen Weeks Ended
|                               |           |                                     |   | May 4, 2002          |            | May 5, 2001         
|                               |           |                                     |   |                      |            |                     
|Sales to external customers:   |           |                                     |   |                      |            |                      |   |           
|                               | Retail    |                                     | $ | 39,633,786           |            |                      | $ | 34,899,782 |           
|                               | Wholesale |                                     |   | 534,896              |            |                      |   | 5,682,733  |           
|                               |           |                                     |   |                      |            |                      |   |           
|                               |           | Total sales to external customers   |   | $                    | 40,168,682 |                      |   | $          | 40,582,515 | 
|                               |           |                                     |   |                      |            |                      |   |           
|Intersegment sales:            |           |                                     |   |                      |            |                      |   |           
|                               | Wholesale |                                     | $ |                     |            |                      | $ | 357,586    |           
|                               |           |                                     |   |                      |            |                      |   |           
|                               |           | Total intersegment sales            |   | $                    |           |                      |   | $          | 357,586    | 
|                               |           |                                     |   |                      |            |                      |   |           
|Cost of goods sold:            |           |                                     |   |                      |            |                      |   |           
|                               | Retail    |                                     | $ | 22,419,383           |            |                      | $ | 19,443,308 |           
|                               | Wholesale |                                     |   | 420,040              |            |                      |   | 4,477,522  |           
|                               |           |                                     |   |                      |            |                      |   |           
|                               |           | Total cost of goods sold            |   | $                    | 22,839,423 |                      |   | $          | 23,920,830 | 
|                               |           |                                     |   |                      |            |                      |   |           
|Gross profit:                  |           |                                     |   |                      |            |                      |   |           
|                               | Retail    |                                     | $ | 17,214,403           |            |                      | $ | 15,456,474 |           
|                               | Wholesale |                                     |   | 114,856              |            |                      |   | 1,205,211  |           
|                               |           |                                     |   |                      |            |                      |   |           
|                               |           | Total gross profit                  |   | $                    | 17,329,259 |                      |   | $          | 16,661,685 | 
|                               |           |                                     |   |                      |            |                      |   |           
|Depreciation and amortization: |           |                                     |   |                      |            |                      |   |           
|                               | Retail    |                                     | $ | 1,084,260            |            |                      | $ | 1,215,438  |           
|                               | Corporate |                                     |   | 407,385              |            |                      |   | 554,112    |           
|                               |           |                                     |   |                      |            |                      |   |           
|                               |           | Total depreciation and amortization |   | $                    | 1,491,645  |                      |   | $          | 1,769,550  | 
|                               |           |                                     |   |                      |            |                      |   |           
|Capital expenditures:          |           |                                     |   |                      |            |                      |   |           
|                               | Retail    |                                     | $ | 79,968               |            |                      | $ | 119,416    |           
|                               | Corporate |                                     |   | 90,498               |            |                      |   | 71,249     |           
|                               |           |                                     |   |                      |            |                      |   |           
|                               |           | Total capital expenditures          |   | $                    | 170,466    |                      |   | $          | 190,665    | 
|                               |           |                                     |   |                      |            |                      |   |           

One Perfumania wholesale customer, unaffiliated to the Company, accounted
for approximately 1% and 13% of the consolidated net sales for the thirteen
weeks ended May 4, 2002 and May 5, 2001, respectively.

NOTE 7   INVESTMENTS AVAILABLE FOR SALE

The Company has an investment in Nimbus Group, Inc. The carrying value of
this investment as of May 4, 2002 totaled approximately $1.4 million.

8



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##### Table of Contents



NOTE 8   CONVERTIBLE NOTES PAYABLE

In February 2002, the Company entered into a Convertible Note Option
Repurchase Agreement (the Agreement) with holders of the Companys
outstanding Series C and D Convertible Notes. The Agreement provides the
Company a monthly option to repurchase the currently remaining $3.1 million
outstanding Series C and D Notes over an eleven month period beginning February
2002, at a price equal to the unpaid principal balance plus a 20% premium. The
portion of the notes redeemable in each of the eleven months varies as per a
specified redemption schedule. In the event that the Company exercises its
monthly option, the note holders are restricted from converting any part of the
remaining outstanding and unpaid principal balance of such holders notes into
the Companys common stock. During the first
thirteen weeks of fiscal year 2002, the Company paid $1.2 million to the note
holders, which represented $1.0 million of principal and $0.2 million of
premiums.

NOTE 9   CONTINGENCIES

The Company is involved in legal proceedings in the ordinary course of
business. Management cannot presently predict the outcome of these matters,
although management believes that the Company would have meritorious defenses
and that the ultimate resolution of these matters should not have a materially
adverse effect on the Companys financial position or result of operations.

NOTE 10  RELATED PARTY TRANSACTIONS

Notes receivable from a shareholder and officer were approximately $3.0
million as of May 4, 2002. The notes are secured by certain stock options and
investments held by the shareholder and officer, mature February 1, 2003 and
bear interest at prime plus 1% per annum. Principal and interest are payable
in full at maturity.

Purchases of products from our affiliate, Parlux Fragrances, Inc.
(Parlux), whose Chairman of the Board of Directors and Chief Executive
Officer is Ilia Lekach, amounted to approximately $2,477,000 for the first
thirteen weeks of 2002, representing approximately 8% of the Companys total
purchases. The amount due to Parlux at May 4, 2002 was approximately
$14,554,000. Accounts payable due to Parlux are non-interest bearing and are
included in accounts payable affiliates in the accompanying consolidated
condensed balance sheets.

During the first thirteen weeks of 2002, the Company purchased
approximately $4,010,000 of merchandise from a company owned by one of our
directors who is the brother of the Companys Chairman of the Board and Chief
Executive Officer and approximately $1,689,000 from a company owned by another
brother of the Companys Chairman of the Board and Chief Executive Officer.
The amounts due to these companies at May 4, 2002 was approximately $2,619,000
and $932,000, respectively, and are included in accounts payable affiliates in
the accompanying consolidated condensed balance sheets. Purchases from these
brothers did not include products manufactured or distributed by Parlux.

As of May 4, 2002, the Company owned approximately 1,003,000 shares of
Nimbus Group, Inc. (Nimbus) common stock representing approximately 13% of
its total outstanding common stock. The investment in Nimbus is shown on the
Companys consolidated condensed balance sheets as investments available for
sale. Ilia Lekach, the Companys Chairman of the Board and Chief Executive
Officer is Chairman of the Board and Interim Chief Executive Officer of Nimbus.

In September 2001, the Company entered into a licensing agreement with
Take To Auction.com, Inc. (TTA), a wholly owned subsidiary of Nimbus, to
license the Companys retail fragrance Internet Web site. Under the terms of
the agreement, TTA pays the Company a royalty of 5% of defined product sales
for sales up to $8 million per annum, decreasing to 3% on sales exceeding $11
million per annum. Royalty income under this agreement for the first thirteen
weeks of 2002 was approximately $39,000. Additionally, TTA rents approximately
20,000 square feet of warehouse facilities from the Company for approximately
$15,000 per month. As of May 4, 2002, the amount due from TTA was
approximately $1,311,000, and is included in prepaid expenses and other current
assets in the accompanying consolidated condensed balance sheet as of May 4,
2002.

9



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##### Table of Contents



NOTE 11  NON CASH TRANSACTIONS

Supplemental disclosures of non-cash investing and financing activities
are as follows:

|                                                                             |              |   |                              |         |             |   |          |           | 
|---------------------------------------------------------------------------- | ------------ | - | ---------------------------- | ------- | ----------- | - | -------- | --------- | 
|                                                                             |              |   | For the Thirteen Weeks Ended
|                                                                             |              |   |                             
|                                                                             |              |   | May 4, 2002                  |         | May 5, 2001
|                                                                             |              |   |                              |         |            
|Conversion of debt and accrued interest
payable in exchange for common stock |              | $ | 26,160                       |         |             | $ | 115,459  |          
|Unrealized gain (loss) on investments available for sale                     |              |   | 51,893                       |         |             |   | (280,124 | )        
|Cash paid during the period for:                                             |              |   |                              |         |             |   |          |          
|                                                                             | Interest     |   |                              | 683,201 |             |   |          | 1,203,289 | 
|                                                                             | Income taxes |   |                              |        |             |   |          | 150,000   | 

NOTE 12  REVERSE STOCK SPLIT

The Companys Board of Directors authorized a one-for-four reverse stock
split of the Companys outstanding shares of common stock for shareholders of
record as of March 20, 2002. Accordingly, all data shown in the accompanying
consolidated condensed financial statements and notes has been retroactively
adjusted to reflect this change.

10



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##### Table of Contents






|        |  |                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------
|PART I. |  | FINANCIAL INFORMATION                                                                             
|       
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

Some of the statements in this quarterly report, including those that
contain the words anticipate, believe, plan, estimate, expect,
should, intend and other similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company or its industry to be materially different from
any future results, performance or achievements expressed or implied by those
forward-looking statements.

We may have problems raising the money needed in the future

Our growth strategy includes increasing Perfumanias number of stores and
the average retail sales per store. We may need to obtain funding to achieve
our growth strategy. Additional financing may not be available on acceptable
terms, if at all. In order to obtain additional financing, we may be required
to issue securities with greater rights than those currently possessed by
holders of our common stock. We may also be required to take other actions
which may lessen the value of our common stock, including borrowing money on
terms that are not favorable to us.

Perfumanias business is subject to seasonal fluctuations, which could lead to
fluctuations in our stock price

Perfumania has historically experienced and expects to continue
experiencing higher sales in the third and fourth fiscal quarters than in the
first and second fiscal quarters. Purchases of fragrances as gift items
increase during the Christmas holiday season which results in significantly
higher fourth fiscal quarter retail sales. If our quarterly operating results
are below expectations of stock market analysts, our stock price would likely
decline. Our quarterly results may also vary as a result of the timing of new
store openings and store closings, net sales contributed by new stores and
fluctuations in comparable sales of existing stores. Sales levels of new and
existing stores are affected by a variety of factors, including the retail
sales environment, the level of competition, the effect of marketing and
promotional programs, acceptance of new product introductions, adverse weather
conditions and general economic conditions.

Perfumania may experience shortages of the merchandise it needs because it does
not have long-term agreements with suppliers

Perfumanias success depends to a large degree on our ability to provide
an extensive assortment of brand name and designer fragrances. Perfumania has
no long-term purchase contracts or other contractual assurance of continued
supply, pricing or access to new products. While we believe that Perfumania has
good relationships with its suppliers, if Perfumania is unable to obtain
merchandise from one or more key suppliers on a timely basis, or if there is a
material change in Perfumanias ability to obtain necessary merchandise, our
results of operations could be seriously harmed.

Perfumania needs to successfully manage its growth

Even though Perfumania has grown significantly in the past several years,
it may not be able to sustain the growth in revenues that it has achieved
historically. Perfumanias growth is somewhat dependent upon opening and
operating new retail stores on a profitable basis, which in turn is subject to,
among other things, securing suitable store sites on satisfactory terms,
hiring, training and retaining qualified management and other personnel, having
adequate capital resources and successfully integrating new stores into
existing operations. It is possible that Perfumanias new stores might not
achieve sales and profitability comparable to existing stores, and it is
possible that the opening of new locations might adversely effect sales at
existing locations.

11



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##### Table of Contents



Perfumania could be subject to litigation because of the merchandising aspect of its business

Some of the merchandise Perfumania purchases from suppliers might be
manufactured by entities who are not the owners of the trademarks or copyrights
for the merchandise. This practice is common in the fragrance and cosmetics
business. The owner of a particular trademark or copyright may challenge
Perfumania to demonstrate that the specific merchandise was produced and sold
with the proper authority and if Perfumania is unable to demonstrate this, it
could, among other things, be restricted from reselling the particular
merchandise. This type of restriction could seriously harm Perfumanias
business and results of operations.

Our common stock may be delisted

Our Common Stock is currently listed on the NASDAQ national market. Due to
the recent decline of our market capitalization, NASDAQ has notified us that we
do not meet its minimum listing requirements and as a result, our Common Stock
may be delisted. The deficiency cited is the maintenance of a minimum market
value of publicly traded shares of $5,000,000. If we fail to meet NASDAQs
maintenance criteria our Common Stock could be delisted by NASDAQ. In such
event, trading, if any, in our Common Stock may then continue to be conducted
in the non-NASDAQ over-the-counter market (commonly referred to as the
electronic bulletin board and the pink sheets). As a result, investors may
find it more difficult to dispose of their holdings or obtain accurate
quotations as to the market value of our Common Stock. In addition, we would
be subject to a Securities and Exchange Commission Rule that may adversely
affect the ability of broker-dealers to sell our Common Stock, which would
adversely affect the ability of our shareholders to sell their shares in the
secondary market. Delisting could make trading our shares more difficult for
investors, potentially leading to further declines in share price. It would
also make it more difficult and more expensive for us to raise additional
capital.

Future growth may place strains on our managerial, operational and financial resources

If we grow as expected, a significant strain on our managerial,
operational and financial resources may occur. Further, as the number of our
users, advertisers and other business partners grow, we will be required to
manage multiple relationships with various customers, strategic partners and
other third parties. Future growth or increase in the number of our strategic
relationships will strain our managerial, operational and financial resources,
inhibiting our ability to achieve the rapid execution necessary to successfully
implement our business plan. In addition, our future success will also depend
on our ability to expand our sales and marketing organization and our support
organization commensurate with the growth of our business and the Internet.

We are subject to intense competition

Some of Perfumanias competitors sell fragrances at discount prices, and
some are part of large national or regional chains that have substantially
greater resources and name recognition than Perfumania. Perfumanias stores
compete on the basis of selling price, customer service, merchandise variety,
store location and ambiance. Many of our current and potential competitors
have greater financial, technical, operational, and marketing resources. We
may not be able to compete successfully against these competitors in developing
our products or services.

Expanding our business through acquisitions and investments in other businesses
and technologies presents special risks

We may expand through the acquisition of and investment in other
businesses. Acquisitions involve a number of special problems, including:



| |  |  | difficulty integrating acquired technologies, operations, and
personnel with our existing business;                 
| | - |  | --------------------------------------------------------------------------------------------------------------------
| |  |  | diversion of managements attention in connection with both
negotiating the acquisitions and integrating the assets;
| |  |  | the need for additional funding;                                                                                    
| |  |  | strain on managerial and operational resources as management
tries to oversee larger operations; and                
| |  |  | exposure to unforeseen liabilities of acquired companies.                                                           

12



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##### Table of Contents



We may not be able to successfully address these problems. Moreover, our
future operating results will depend to a significant degree on our ability to
successfully manage growth and integrate acquisitions. In addition, many of
our investments will be in early-stage companies with limited operating
histories and limited or no revenues. We may not be able to successfully
develop these early-stage companies.

RESULTS OF OPERATIONS

Comparison of the Thirteen Weeks Ended May 4, 2002 with the Thirteen Weeks
Ended May 5, 2001.

Net sales decreased 1.0% from $40.6 million in the first thirteen weeks of
2001 to $40.2 million in the first thirteen weeks of 2002. The decrease in net
sales was the result of a 90.6% decrease in wholesale sales (from $5.7 million
to $0.5 million) offset by a 13.6% increase in retail sales (from $34.9 million
to $39.6 million). The decrease in wholesale sales was a result of
managements decision to concentrate on more profitable retail sales. The
increase in retail sales was primarily due to a 17% increase in Perfumanias
comparable retail store sales. The average number of stores operated during
the first thirteen weeks of 2002 compared to the first thirteen weeks of 2001
decreased from 255 to 245.

Gross profit increased 4.0% from $16.7 million in the first thirteen weeks
of 2001 (41.1% of total net sales) to $17.3 million in the first thirteen weeks
of 2002 (43.1% of total net sales) due to the increase in gross profit for the
retail division.

Gross profit for the wholesale division decreased 90.5% from $1.2 million
in the first thirteen weeks of 2001 to $0.1 million in the first thirteen weeks
of 2002 due to the decrease in wholesale sales as planned. As a percentage of
net sales, gross profit for the wholesale division remained at 21% in the first
thirteen weeks of 2001 and 2002. Wholesale sales typically yield lower gross
margins than retail sales.

Gross profit for the retail division increased 11.4% to $17.2 million in
the first thirteen weeks of 2002 from $15.5 million in the first thirteen weeks
of 2001 as a result of increased retail sales volume. As a percentage of net
retail sales, gross profit for the retail division decreased from 44.3% in the
first thirteen weeks of 2001 to 43.4% in the first thirteen weeks of 2002 due
to sales promotions.

Selling, general and administrative expenses decreased 0.3% from $17.3
million in the first thirteen weeks of 2001 to $17.2 million in the first
thirteen weeks of 2002. The decrease was attributable to lower store operating
costs due to a reduction in the average number of stores in operation in 2002
compared with 2001. Depreciation and amortization decreased 15.7% from $1.8
million in the first thirteen weeks of 2001 to $1.5 million in the first
thirteen weeks of 2002. The decrease reflects the adoption of SFAS 142 on
February 3, 2002 which eliminated the amortization of goodwill and other
intangible assets with indefinite useful lives.

EBITDA, defined as earnings (loss) from operations less depreciation and
amortization improved by $0.7 million from ($0.6) million in the first thirteen
weeks of 2001 to $0.1 million in the first thirteen weeks of 2002, due to
increased sales and gross profit and lower selling, general and administrative
expenses as described above.

Interest expense decreased from $1.0 million for the first thirteen weeks
of 2001 to $0.5 million for the first thirteen weeks of 2002. In the current
period, we benefited from a lower cost of borrowing on our bank line of credit
because of a decrease in the prime rate, and a lower average borrowings
compared to the first thirteen weeks of 2001.

As a result of the foregoing, our net loss was reduced to $1.9 million in
the first thirteen weeks of 2002 compared to a net loss of $3.4 million in the
first thirteen weeks of 2001. Net loss per share for the first thirteen weeks
of 2002 and 2001 was $0.80 and $1.35 per share, respectively.

13



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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES

Our principal capital requirements are to fund Perfumanias inventory
purchases, renovate existing stores, and selectively open new stores. For the
first thirteen weeks of fiscal 2002, these capital requirements generally were
satisfied through borrowings under our credit facility and cash flows from
operations.

At May 4, 2002,
we had a working capital of approximately $0.7 million
compared to a working capital of approximately $2.8 million at February 2,
2002. The decrease was primarily due to net loss and redemption of
approximately $1.2 million of convertible notes payable, which represented
$1.0 million of principal and $0.2 million of premiums.

Net cash used in operating activities during the current period was
approximately $2.9 million compared with approximately $0.5 million for the
same period in the prior year. The increase in cash used in operating
activities was primarily due to increased inventories representing products
with higher unit costs and increased units in anticipation of higher sales.

Net cash used in investing activities was approximately $0.2 million in
the first thirteen weeks of both fiscal years 2002 and 2001. Investing
activities represent purchases of furniture, fixtures and equipment for store
openings and the renovation of existing stores and information system
advancements.

Net cash provided by financing activities during the current period was
approximately $3.2 million compared with approximately $1.2 million for the
same period in the prior year due primarily to increased borrowings on our bank
line of credit.

Perfumanias three year senior secured credit facility with GMAC
Commercial Credit LLC provides for borrowings of up to $40 million, of which
$2.9 million was available at May 4, 2002, and supports normal working capital
requirements and other general corporate purposes. Advances under the line of
credit are based on a formula of eligible inventories and bears interest at a
floating rate ranging from (a) prime less 0.75% to prime plus 1% or (b) LIBOR
plus 1.75%  3.50% depending on a financial ratio test. As of May 4, 2002, the
credit facility bore interest at 4.4%. Borrowings are secured by a first lien
on all assets of Perfumania and the assignment of a life insurance policy on an
officer of the Company. The credit facility contains limitations on additional
borrowings, capital expenditures and other items, and contains various
covenants including maintenance of minimum net worth, and certain key ratios,
as defined by the lender. As of May 4, 2002, Perfumania was in compliance with
all financial covenants of the line.

Management believes that Perfumanias borrowing capacity under its bank
line of credit, projected cash flows from operations and other short term
borrowings will be sufficient to support its working capital needs and capital
expenditures for at least the next twelve months.

During the thirteen weeks ended May 4, 2002, Perfumania closed 3 stores
and did not open any new stores. At May 4, 2002, Perfumania operated 244
stores. Management intends to focus on improving the profitability of existing
stores and plans to open a maximum of 10 new stores in fiscal year 2002.

RECENT ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and
Other Intangible Assets. This Statement affected the Companys treatment of
goodwill and other intangible assets at the start of fiscal year 2002. The
Statement requires that goodwill existing at the date of adoption be reviewed
for possible impairment and that impairment tests be periodically repeated,
with impaired assets written down to fair value. Additionally, existing
goodwill and intangible assets must be assessed and classified consistent with
the Statements criteria. Amortization of goodwill and other intangible assets
with indefinite useful lives will cease. Intangible assets with estimated
useful lives will continue to be amortized over those periods. Goodwill
amortization will no longer be recorded. The Company adopted SFAS 142 for the
fiscal year beginning February 3, 2002. While the Company has not completed its analysis of impairment if any, of goodwill and intangible assets, the adoption of SFAS 142 is not expected to have
a significant impact on the financial statements.

14



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##### Table of Contents



In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 143 (SFAS 143), Accounting For Asset Retirement Obligations. This
Statement requires capitalizing any retirement costs as part of the total cost
of the related long-lived asset and subsequently allocating the total expense
to future periods using a systematic and rational method. Adoption of this
Statement is required for fiscal years beginning after June 15, 2002. While
the Company has not completed its analysis of impairment, if any, of goodwill
and intangible assets, it does not expect a significant impact to the its
financial position and results of operations from the adoption of this
Statement.

In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 (SFAS 144), Accounting For The Impairment Or Disposal Of
Long-Lived Assets. This Statement supersedes Statement No. 121 but retains
many of its fundamental provisions. Additionally, this Statement expands the
scope of discontinued operations to include more disposal transactions. The
provisions of this Statement were effective for financial statements issued for
fiscal years beginning after December 15, 2001. The adoption of SFAS 144 did
not have a significant impact on the financial statements.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America. As such, some accounting policies have a significant impact on
amounts reported in these financial statements. A summary of those significant
accounting policies can be found in our 2001 Annual Report on Form 10-K, filed
on May 3, 2002 in the notes to the Consolidated Financial Statements, Note 1.
These policies have been consistently applied in all material respects and
address such matters as principles of consolidation, allowance for doubtful
accounts, investments, impairment of long-lived assets, accrued self-insurance,
revenue recognition and stock based compensation. While the estimates and
judgments associated with the application of these policies may be affected by
different assumptions or conditions, we believe the estimates and judgments
associated with the reported amounts are appropriate in the circumstances.

15



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##### Table of Contents






ITEM 3.              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

During the quarter ended May 4, 2002, there have been no material changes
in the information about our market risks as of February 2, 2002 as set forth
in Item 7A of the 2001 Form 10-K.













|        |  |                                                    
|------- |  | ---------------------------------------------------
|PART II |  | OTHER INFORMATION                                  
|        |  |                                                    
|ITEM 1. |  | LEGAL PROCEEDINGS                                  
|        |  |                                                    
|        |  | Not applicable.                                    
|        |  |                                                    
|ITEM 2. |  | CHANGES IN SECURITIES AND USE OF PROCEEDS          
|        |  |                                                    
|        |  | Not applicable.                                    
|        |  |                                                    
|ITEM 3. |  | DEFAULTS UPON SENIOR SECURITIES                    
|        |  |                                                    
|        |  | Not applicable.                                    
|        |  |                                                    
|ITEM 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|        |  |                                                    
|        |  | Not applicable.                                    
|        |  |                                                    
|ITEM 5. |  | OTHER INFORMATION                                  
|        |  |                                                    
|        |  | Not applicable.                                    
|        |  |                                                    
|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K                   
|        |  |                                                    
|        |  | (a)       Exhibits                                 
|        |  |                                                    
|        |  | Index to Exhibits                                  

|        |  |                        | 
|------- |  | ---------------------- | 
|Exhibit
|Number  |  | Description of Exhibit
|        |  |                       



---

|(1) |  | Filed herewith.
|--- |  | ---------------



| | (a) |  | (11.4) Amendment to the Revolving Credit and
Security Agreement with GMAC Commercial Credit LLC, dated
April 29, 2002
| | --- |  | ---------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Reports on Form 8-K.                                                                                                 
|
| |     |  | None                                                                                                                 

16



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E COM VENTURES, INC.




SIGNATURES

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

|                    |  |     |  |                                     
|------------------- |  | --- |  | ------------------------------------
|                    |  |     |  | E COM VENTURES, INC                 
|                    |  |     |  |                                     
|                    |  |     |  | (Registrant)                        
|                    |  |     |  |                                     
|Date: June 17, 2002 |  | By: |  | /S/ ILIA LEKACH                     
|                    |  |     |  |                                     
|                    |  |     |  | Ilia Lekach                         
|                    |  |     |  | Chairman of the Board and           
|                    |  |     |  | Chief Executive Officer             
|                    |  |     |  | (Principal Executive Officer)       
|                    |  |     |  |                                     
|                    |  | By: |  | /S/ A. MARK YOUNG                   
|                    |  |     |  |                                     
|                    |  |     |  | A. Mark Young                       
|                    |  |     |  | Chief Financial Officer and Director
|                    |  |     |  | (Principal Financial and            
|                    |  |     |  | Accounting Officer)                 

17