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 1, 2004
                         COMMISSION FILE NUMBER 0-19714

                              E COM VENTURES, INC.



                     STATE OF FLORIDA I.R.S. NO. 65-0977964

                           251 INTERNATIONAL PARKWAY
                               SUNRISE, FL 33325

                        TELEPHONE NUMBER: (954) 335-9100



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 |_|


INDICATE  BY CHECK MARK  WHETHER  THE  REGISTRANT  IS AN  ACCELERATED  FILER (AS
DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT).   YES |_|   NO |X|

AS OF JUNE 7, 2004,  THE  REGISTRANT  HAD 2,876,801  SHARES OF ITS COMMON STOCK,
$0.01 PAR VALUE, OUTSTANDING.

<PAGE>

                               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 Flows....................5
            Notes to Consolidated Condensed Financial Statements...............6

ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................9

ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK.......................................................11

ITEM 4      CONTROLS AND PROCEDURES...........................................11


                                    PART II
                               OTHER INFORMATION

ITEM 1      LEGAL PROCEEDINGS.................................................12

ITEM 2      CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER
            PURCHASES OF EQUITY SECURITIES....................................12

ITEM 3      DEFAULTS UPON SENIOR SECURITIES...................................12

ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............12

ITEM 5      OTHER INFORMATION.................................................12

ITEM 6      EXHIBITS AND REPORTS ON FORM 8-K..................................12

SIGNATURES....................................................................14

CERTIFICATIONS................................................................15

                                       2
<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                     E COM VENTURES, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS

                                  (UNAUDITED)


<TABLE>
<CAPTION>
ASSETS:                                                                   MAY 1, 2004      JANUARY 31, 2004
                                                                       ----------------    ----------------
<S>                                                                    <C>                 <C>
Current assets:
Cash and cash equivalents                                              $      1,384,481    $      1,961,310
Trade receivables, net                                                        1,108,317             777,186
Advances to suppliers                                                            43,828             114,041
Inventories                                                                  75,653,950          60,877,451
Prepaid expenses and other current assets                                     1,144,610           1,347,452
Notes and interest receivable from
shareholder and officers                                                             --             327,311
                                                                       ----------------    ----------------
  Total current assets                                                       79,335,186          65,404,751

Property and equipment, net                                                  23,612,180          24,414,624
Goodwill                                                                      1,904,448           1,904,448
Other assets, net                                                               679,164             739,575
                                                                       ----------------    ----------------
  Total assets                                                         $    105,530,978    $     92,463,398
                                                                       ================    ================
LIABILITIES AND SHAREHOLDERS' EQUITY:

Current liabilities:
Bank line of credit                                                    $     32,393,947    $     30,472,027
Accounts payable, non-affiliates                                             21,668,613          16,459,786
Accounts payable, affiliates                                                 24,784,581          17,440,492
Accrued expenses and other liabilities                                        5,185,006           9,614,287
Subordinated note payable, affiliate                                          5,000,000             250,000
Current portion of obligations under capital leases                             261,041             258,700
                                                                       ----------------    ----------------
  Total current liabilities                                                  89,293,188          74,495,292


Long-term portion of obligations under capital leases                         7,680,437           7,746,262
                                                                       ----------------    ----------------
  Total liabilities                                                          96,973,625          82,241,554
                                                                       ----------------    ----------------

Commitments and contingencies (see Note 6)

Shareholders' equity:
Preferred stock, $.10 par value, 1,000,000
  shares authorized, none issued                                                     --                  --
Common stock, $.01 par value, 6,250,000 shares
  authorized; 3,650,050 and 3,285,758 shares issued
  in fiscal years 2004 and 2003, respectively                                    36,501              32,858
Additional paid-in capital                                                   74,635,607          73,666,193
Treasury stock, at cost, 898,249 shares in
  fiscal year 2004 and 2003                                                  (8,576,944)         (8,576,944)
Accumulated deficit                                                         (57,537,811)        (54,900,263)
                                                                       ----------------    ----------------
  Total shareholders' equity                                                  8,557,353          10,221,844
                                                                       ----------------    ----------------
  Total liabilities and shareholders' equity                           $    105,530,978    $     92,463,398
                                                                       ================    ================
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       3
<PAGE>

                     E COM VENTURES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       THIRTEEN WEEKS ENDED    THIRTEEN WEEKS ENDED
                                                                           MAY 1, 2004              MAY 3, 2003
                                                                       --------------------    --------------------
<S>                                                                                     <C>                     <C>
Net sales                                                              $         43,571,466    $         36,887,829
Cost of goods sold                                                               26,066,580              20,072,336
                                                                       --------------------    --------------------
Gross profit                                                                     17,504,886              16,815,493
                                                                       --------------------    --------------------
Operating expenses:
  Selling, general and administrative                                            17,949,465              17,839,116
  Depreciation and amortization                                                   1,552,312               1,454,741
                                                                       --------------------    --------------------
    Total operating expenses                                                     19,501,777              19,293,857
                                                                       --------------------    --------------------
Loss from operations                                                             (1,996,891)             (2,478,364)
Interest expense, net                                                              (640,657)               (451,783)
                                                                       --------------------    --------------------
  Net loss                                                             $         (2,637,548)   $         (2,930,147)
                                                                       ====================    ====================
Net loss per common share:
  Basic                                                                $              (1.00)   $              (1.19)
                                                                       ====================    ====================
  Diluted                                                              $              (1.00)   $              (1.19)
                                                                       ====================    ====================
Weighted average number of common shares outstanding:
  Basic                                                                           2,650,153               2,459,052
                                                                       ====================    ====================
  Diluted                                                                         2,650,153               2,459,052
                                                                       ====================    ====================
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       4
<PAGE>

                     E COM VENTURES, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                              THIRTEEN WEEKS ENDED   THIRTEEN WEEKS ENDED
                                                                   MAY 1, 2004            MAY 3, 2003
                                                              --------------------   --------------------
<S>                                                                   <C>                    <C>
Cash flows from operating activities:
Net loss                                                              $ (2,637,548)          $ (2,930,147)
Adjustments to reconcile net loss to net cash
      used in operating activities:
Provision for impairment of assets and store closing                            --                 57,755
Depreciation and amortization                                            1,552,312              1,454,741
Change in operating assets and liabilities:
   Trade receivables                                                      (331,131)              (347,250)
   Advances to suppliers                                                    70,213                 92,547
   Inventories                                                         (14,776,499)            (6,091,562)
   Prepaid expenses and other assets                                       205,198                343,253
   Accounts payable, non-affiliates                                      5,208,827              2,675,950
   Accounts payable, affiliates                                          7,094,089              1,794,229
   Accrued expenses and other liabilities                               (4,429,281)              (501,147)
                                                              --------------------   --------------------
Net cash used in operating activities                                   (8,043,820)            (3,451,631)
                                                              --------------------   --------------------

Cash flows from investing activities:
   Additions to property and equipment                                    (691,813)            (2,017,994)
                                                              --------------------   --------------------
Net cash used in investing activities                                     (691,813)            (2,017,994)
                                                              --------------------   --------------------

Cash flows from financing activities:
   Net borrowings under bank line of credit                              1,921,920              4,957,790
   Principal payments under capital lease obligations                      (63,484)              (397,525)
   Proceeds from notes and interest receivable,
        shareholder and officer                                            327,311                     --
   Proceeds from note and interest receivable, related party             5,000,000                 (3,927)
   Repayment of convertible notes payable                                       --               (450,000)
   Proceeds from exercise of stock options                                 973,057                 69,999
                                                              --------------------   --------------------
Net cash provided by financing activities                                8,158,804              4,176,337
                                                              --------------------   --------------------
Decrease in cash and cash equivalents                                     (576,829)            (1,293,288)
   Cash and cash equivalents at beginning of period                      1,961,310              2,964,645
                                                              --------------------   --------------------
Cash and cash equivalents at end of period                             $ 1,384,481            $ 1,671,357
                                                              ====================   ====================
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                       5
<PAGE>

                     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  ("ECOMV" ), performs all of
its  operations  through  two  wholly-owned   subsidiaries,   Perfumania,   Inc.
("Perfumania"),  a  Florida  corporation,  which  is a  specialty  retailer  and
wholesaler  of  fragrances  and  related  products,  and  perfumania.com,  Inc.,
("perfumania.com"),  a Florida  corporation,  which is an  Internet  retailer of
fragrances and other specialty items.

      Perfumania is a leading specialty retailer and wholesale  distributor of a
wide range of brand name and designer fragrances. Perfumania sells fragrances at
discounted  prices up to 75% below the  manufacturers'  suggested retail prices.
Perfumania's  wholesale division distributes  fragrances and related products to
other   wholesale   distributors   throughout   North   America  and   overseas.
Perfumania.com offers a selection of our more popular products for sale over the
Internet and serves as an  alternative  shopping  experience  to the  Perfumania
shopping  experience.  The number of retail  stores in operation at May 1, 2004,
and May 3, 2003, were 230 and 237, respectively.

      The consolidated  condensed  financial  statements include the accounts of
ECOMV and subsidiaries (collectively,  the "Company"). All material intercompany
balances and transactions have been eliminated in consolidation.

      Effective  January 30, 2004,  Ilia Lekach,  the Company's then Chairman of
the Board and Chief Executive  Officer,  and several other parties controlled by
Mr. Lekach and his wife Deborah Lekach  (collectively,  "Lekach"),  entered into
the Nussdorf  Option  Agreement,  with Stephen  Nussdorf and Glenn Nussdorf (the
"Nussdorfs"), pursuant to which the Nussdorfs were granted options to acquire up
to an aggregate 720,954 shares of the Company's common stock  beneficially owned
by Lekach,  for a purchase price of $12.70 per share, with the acquisition price
to be paid in specified installments.

      As of May 10, 2004,  Mr. Lekach had exercised his options from the Company
to acquire  443,750  shares and the  Nussdorfs  had acquired all 720,954  shares
pursuant to the  Nussdorf  Option  Agreement.  In  accordance  with the Nussdorf
Option  Agreement,  the  Nussdorfs  own an aggregate of 1,128,144  shares of the
Company's common stock or approximately 39% of the total number of shares of the
Company's common stock outstanding.

      As of May 1, 2004, the Company has a seasonal  working capital  deficiency
of approximately $10.0 million,  cash balances of approximately $1.4 million and
additional  borrowing  capacity of $7.6  million  under its bank line of credit.
Management  believes that the cash balances,  the available  borrowing  capacity
under it's new three-year line of credit (see Note 3), and the projected  future
operating  results will generate  sufficient  liquidity to support the Company's
needs  for the next  twelve  months;  however,  there can be no  assurance  that
management's  plans will be  successful.  If the  Company is unable to  generate
sufficient cash flows from operations in the future to service its  obligations,
the Company could face liquidity and working  capital  constraints,  which could
adversely impact future operations and growth.

      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 January 31, 2004 filed with
the SEC on May 17, 2004, and as amended on May 18, 2004 and June 1, 2004.

                                       6
<PAGE>

RECLASSIFICATIONS

      Certain  fiscal year 2003 amounts have been  reclassified  to conform with
the fiscal year 2004 presentation.

NOTE 2 - ACCOUNTING FOR STOCK-BASED COMPENSATION

      The Company  accounts for  stock-based  compensation  using the  intrinsic
value  method  prescribed  in  Accounting   Principles  Board  Opinion  No.  25,
"Accounting  for Stock Issued to Employees"  ("APB 25"),  and provides  proforma
disclosure of net income(loss) and earnings(loss) per share as if the fair value
based method prescribed by Statement of Financial  Accounting  Standards No. 123
"Accounting for  Stock-Based  Compensation,"  ("SFAS 123") as amended,  had been
applied in measuring  compensation  expense for options granted to employees and
directors.  In accordance  with APB 25,  compensation  cost for stock options is
measured as the  excess,  if any, of the quoted  market  price of the  Company's
stock at the date of the grant over the amount an employee or director  must pay
to acquire the stock. Had compensation  cost for options granted been determined
in accordance with the fair value  provisions of SFAS No. 123, the Company's net
loss and net loss per share would have been  increased to the  proforma  amounts
presented below.

                                    THIRTEEN WEEKS ENDED   THIRTEEN WEEKS ENDED
                                         MAY 1, 2004            MAY 3, 2003
                                    --------------------   --------------------

Net loss as reported                $         (2,637,548)  $         (2,930,147)

Add: Total fair value of stock
 based employee compensation
 expense not included in reported
 net loss, net                                   (12,172)              (103,381)
                                    --------------------   --------------------

Proforma net loss                   $         (2,649,720)  $         (3,033,528)
                                    ====================   ====================

Proforma net loss per share:

 Basic                              $              (1.00)  $              (1.23)
                                    ====================   ====================
 Diluted                            $              (1.00)                 (1.23)
                                    ====================   ====================


NOTE 3 - BANK LINE OF CREDIT AND NOTES PAYABLE

      As of May 1, 2004,  Perfumania's  senior secured credit facility with GMAC
Commercial Finance LLC ("GMAC") provided for borrowings of up to $40 million. On
May 12, 2004,  the Company  entered into a new  three-year  amended and restated
senior secured  revolving  credit facility with GMAC Commercial  Finance LLC and
Congress  Financial  Corporation  which  provides  for  borrowings  of up to $60
million and supports  normal  working  capital  requirements  and other  general
corporate needs. Advances under the new line of credit are based on a formula of
eligible inventories and will bear interest depending on the Company's financial
ratios  from (1) prime to prime  plus  1.25% or (b) LIBOR  plus  2.50% to 3.75%.
Borrowings are secured by a first lien on all assets of  Perfumania.  The credit
facility contains limitations on additional borrowings, capital expenditures and
other items,  and contains various  covenants  including a fixed charge coverage
ratio and minimum  EBITDA  amounts as defined.  Approximately  $7.6  million was
available under the existing and amended credit facilities as of May1, 2004.

      On March 9, 2004,  the Nussdorfs  made a $5,000,000  subordinated  secured
demand loan to Perfumania. The demand loan bears interest at the prime rate plus
1%, requires  quarterly  interest payments and is secured by a security interest
in Perfumania's assets pursuant to a Security Agreement, by and among Perfumania
and the Nussdorfs. There are no prepayment penalties and the loan is subordinate
to all bank related indebtedness.

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. 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.

                                       7
<PAGE>

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 1, 2004            MAY 3, 2003
                                    --------------------   --------------------

Net loss                            $         (2,637,548)  $         (2,930,147)

Net unrealized gain on
 investments available for sale                       --                 20,057
                                    --------------------   --------------------
Total comprehensive loss            $         (2,637,548)  $         (2,910,090)
                                    ====================   ====================


NOTE 6 - CONTINGENCIES

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

NOTE 7 - RELATED PARTY TRANSACTIONS

      Parlux Fragrances,  Inc.  ("Parlux") owns 378,102 shares, or approximately
13%, of the Company's  outstanding common stock. The Nussdorfs own approximately
39% of the  Company's  outstanding  common  stock  and  they  are  officers  and
principals of Quality King.  During the first thirteen weeks of fiscal 2004, the
Company sold  approximately  $5.4 million of  wholesale  merchandise  to Quality
King.  Purchases of product from these  related  parties was  approximately  $21
million for the first thirteen weeks of fiscal 2004, representing  approximately
52% of the  Company's  total  inventory  purchases.  The  amount  due to related
parties at May 1, 2004 is approximately $24.8 million,  is non-interest  bearing
and is included in accounts payable, affiliates in the accompanying consolidated
condensed balance sheets.

      Notes  receivable from Ilia Lekach,  the Company's  former Chairman of the
Board of Directors and Chief Executive  Officer,  was $327,311 as of January 31,
2004. The notes were unsecured, matured in five years and bore interest at prime
plus 1% per annum.  Principal and interest were payable in full at maturity. The
loan and all accrued interest was fully repaid in March 2004.

NOTE 8 - NON CASH TRANSACTIONS

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

                                            FOR THE THIRTEEN WEEKS ENDED
                                    -------------------------------------------
                                         MAY 1, 2004            MAY 3, 2003
                                    --------------------   --------------------

Unrealized gain on investments                        --   $             20,057
 available for sale

Cash paid during the period for:
  Interest                          $            624,094   $            403,717


                                       8
<PAGE>

NOTE 9 - SEGMENT INFORMATION

      The Company 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         THIRTEEN WEEKS
                                            ENDED                  ENDED
                                         MAY 1, 2004            MAY 3, 2003
                                    --------------------   --------------------

       Net sales to external
        customers:
         Retail                     $         38,198,657   $         36,138,988
         Wholesale                             5,372,809                748,841
                                    --------------------   --------------------
                                    $         43,571,466   $         36,887,829
                                    ====================   ====================

       Gross profit:
         Retail                     $         17,150,401   $         16,678,308
         Wholesale                               354,485                137,185
                                    --------------------   --------------------
                                    $         17,504,886   $         16,815,493
                                    ====================   ====================


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THE THIRTEEN WEEKS ENDED MAY 1, 2004 WITH THE THIRTEEN WEEKS ENDED
MAY 3, 2003.

      Net sales  increased  18.1% from $36.9 million in the first thirteen weeks
of 2003 to $43.6 million in the first  thirteen  weeks of 2004.  The increase in
sales was primarily due to a $4.6 million  increase in wholesale  sales combined
with a $2.1 million  increase in retail store sales.  Wholesale  sales were $5.4
million for the first thirteen weeks of fiscal 2004 compared to $0.7 million for
the first thirteen  weeks of fiscal 2003.  All wholesale  sales during the first
quarter  of fiscal  2004 were made to  Quality  King.  Retail  sales  were $38.2
million for the first  thirteen  weeks of fiscal 2004  compared to $36.1 million
for the first  thirteen  weeks of fiscal  2003.  The increase in retail sales is
attributable  to an increase in Perfumania's  comparable  store sales of 7.2% in
the  first  thirteen  weeks of  fiscal  2004,  as the  average  number of stores
operated was 230 versus 238 in the prior year's  comparable  period.  Comparable
store sales  measure sales from stores that have been open for one year or more.
The increase in comparable  store sales was due to a 2.5% increase in the number
of customer  transactions  and a 3.1%  increase in the average  dollar value per
transaction.

      Gross profit increased 4.1% from $16.8 million in the first thirteen weeks
of 2003 (45.6% of total net sales) to $17.5 million in the first  thirteen weeks
of 2004 (40.2% of total net sales).  The increase in gross profit was due to the
increase  in sales.  As a  percentage  of net sales,  gross  profit in the first
thirteen weeks of 2004 decreased  versus the first thirteen weeks of 2003 due to
larger number of wholesale  transactions in fiscal 2004 compared to fiscal 2003.
The  Company,  through its  supplier  relationships,  is able to obtain  certain
merchandise at better prices and quantities  than Quality King.  Wholesale sales
yield lower margins than retail sales.

      Selling,  general and  administrative  expenses  increased 0.6% from $17.9
million  in the  first  thirteen  weeks of 2003 to $18.0  million  in the  first
thirteen  weeks of 2004. The increase was  attributable  to higher store related
costs compared with 2003.  Depreciation and amortization was approximately  $1.6
million in the first  thirteen  weeks of 2004  compared to $1.5  million for the
first thirteen weeks of 2003.

      Interest expense,  net was  approximately  $641,000 for the first thirteen
weeks of 2004 compared with $452,000 in 2003.  The increase in interest  expense
was  primarily  due to interest  incurred on the capital lease for our corporate
office and  distribution  center to which we relocated in the second  quarter of
fiscal 2003.

      As a result of the  foregoing,  our net loss  decreased to $2.6 million in
the first  thirteen  weeks of 2004 compared to a net loss of $2.9 million in the
first thirteen weeks of 2003. Net loss per share for the first thirteen weeks of
2004 and 2003 was $1.00 and $1.19, respectively.

                                       9
<PAGE>

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 2004, these capital  requirements  generally were
satisfied through borrowings under our credit facility.

      At May 1, 2004, we had a working capital deficiency of approximately $10.0
million compared to a working capital of  approximately  $9.1 million at January
31,  2004.  The increase  was  primarily  due to the net loss during the current
period,  increased purchases of property and equipment offset by lower long-term
debt.

      Net cash used in  operating  activities  during  the  current  period  was
approximately $8.0 million compared with approximately $3.4 million for the same
period in the prior year. The increase in cash used in operating  activities was
primarily  due to a $14.8  million  increase  in  inventories  primarily  due to
seasonality demands, decrease in accrued expenses of $4.4 million resulting from
payments made in connection  with the change in  management  control,  offset by
$12.3  million  increase  in  accounts  payable  as a  result  of the  increased
inventory purchases.

      Net cash used in investing  activities was  approximately  $0.7 million in
the first  thirteen  weeks of fiscal year 2004  compared to $2.0  million in the
first thirteen weeks of 2003.  Investing activities primarily represent spending
for the renovation of existing stores and new store openings.

      Net cash provided by financing  activities  during the current  period was
approximately $8.2 million compared with approximately $4.2 million for the same
period in the prior  year.  The  increase  was  primarily  due to $5  million in
proceeds from a subordinated note payable to an affiliate.

      As of May 1, 2004, we have a seasonal working capital  deficiency of $10.0
million and cash balances of  approximately  $1.4  million.  On May 12, 2004, we
entered into a new  three-year  amended and restated  senior  secured  revolving
credit  facility  with  GMAC  Commercial  Finance  LLC  and  Congress  Financial
Corporation  that provides for  borrowings  of up to $60 million.  Approximately
$7.6 million was available  under the existing and amended  facilities as of May
1, 2004. We believe that the cash balances,  the available  borrowing  capacity,
and the projected future operating results will generate sufficient liquidity to
support our working capital needs and capital  expenditures  for the next twelve
months; however, there can be no assurance that our plans will be successful. If
we are unable to generate sufficient cash flows from operations in the future to
service our  obligations  and/or  refinance  our  existing  debt,  we could face
liquidity and working capital  constraints,  which could adversely impact future
operations and growth.

      During the thirteen  weeks ended May 1, 2004,  Perfumania  closed 4 stores
and opened 2 new stores. At May 1, 2004, Perfumania operated 230 stores compared
to  237  stores  as of May 3,  2003.  Management's  focus  is on  improving  the
profitability of existing stores and selectively opening new stores.  Management
plans to open 13 and close 5 stores for the remainder of fiscal year 2004.

CRITICAL ACCOUNTING POLICIES

      Our  consolidated  condensed  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States of
America for  interim  information.  Presentation  of these  statements  requires
management to make judgments and estimates.  As such, some  accounting  policies
have a significant impact on amounts reported in these financial statements. The
judgments  and  estimates  made can  significantly  affect  results.  Materially
different  amounts  would be reported  under  different  conditions  or by using
different assumptions. A summary of those significant accounting policies can be
found in our 2003 Annual Report on Form 10-K,  in the notes to the  Consolidated
Financial Statements, Note 2.

FORWARD LOOKING STATEMENTS

      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.  These  forward-looking  statements  involve  known and unknown  risks,

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<PAGE>

uncertainties  and other factors that may cause our actual results,  performance
or  achievements  of those of our industry to be materially  different  from any
future  results,  performance  or  achievements  expressed  or  implied by those
forward-looking  statements.  Among the factors that could cause actual results,
performance or achievement to differ  materially from those described or implied
in the  forward-looking  statements are our ability to service our  obligations,
our  ability  to comply  with the  covenants  in our  credit  facility,  general
economic conditions including a decrease in discretionary spending by consumers,
competition, potential technology changes, changes in or the lack of anticipated
changes in the  regulatory  environment  in various  countries,  the  ability to
secure  partnership or  joint-venture  relationships  with other  entities,  the
ability to raise additional capital to finance expansion,  the risks inherent in
new product and service  introductions and the entry into new geographic markets
and other  factors  included in our filings  with the  Securities  and  Exchange
Commission (the "SEC"),  including the Risk Factors  included in our 2003 Annual
Report on From 10-K filed with the SEC. Those Risk Factors contained in our 2003
Annual Report on Form 10-K are  incorporated  herein by this  reference to them.
Copies of our SEC filings  are  available  from the SEC or may be obtained  upon
request from us. We do not  undertake any  obligation to update the  information
contained herein, which speaks only as of this date.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

      During the quarter ended May 1, 2004,  there have been no material changes
in the information about our market risks as of January 31, 2004 as set forth in
Item 7A of the 2003 Form 10-K.

ITEM 4.     CONTROLS AND PROCEDURES

      Our Chief Executive  Officer and Chief  Financial  Officer have concluded,
based on their  evaluation as of May 1, 2004,  that our disclosure  controls and
procedures are effective for gathering, analyzing and disclosing the information
we are required to disclose in our reports filed under the  Securities  Exchange
Act of 1934.  There have been no changes in our internal  control over financial
reporting during the quarter ended May 1, 2004 that have materially  affected or
are reasonably  likely to materially  affect our internal control over financial
reporting.

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<PAGE>




PART II.    OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

            Not applicable.

ITEM 2.     CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
            EQUITY SECURITIES

            Not applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            Not applicable.

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

            At a special  meeting of  shareholders of the Company held on April,
            29,  2004,  the  shareholders  (i) approved an amendment to our 2000
            Stock Option Plan (the "Employee  Plan"),  to increase the aggregate
            number  of  shares of  common  stock  that may be  issued  under the
            Employee Plan by an aggregate  204,252 shares from 661,946 shares to
            866,198  shares and (ii)  approved an amendment to the Employee Plan
            to increase  the  aggregate  number of options that may be issued to
            any one person under the Employee Plan from 125,000 to 500,000.

            The table below shows the result of the shareholders' voting:

                                          VOTES IN     VOTES     VOTES WITHHELD/
                                           FAVOR      AGAINST      ABSTENTIONS
                                         ----------  ----------  ---------------
            Increase the aggregate
            number of shares of common
            stock that may be issued
            under the Employee Plan by
            an aggregate 204,252
            shares from 661,946 shares
            to 866,198 shares             1,429,323      62,608        1,216,828

            Increase the aggregate
            number of options that may
            be issued to any one person
            under the Employee Plan
            from 125,000 to 500,000       1,429,298      62,633        1,216,828

ITEM 5.     OTHER INFORMATION

            Not applicable.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits
                  Index to Exhibits

            Exhibit No.

                  31.1  Certification  by Chief  Executive  Officer  pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                  31.2  Certification  by Chief  Financial  Officer  pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                                       12
<PAGE>

                  32.1  Certification  by Chief  Executive  Officer  pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.

                  32.2  Certification  by Chief  Financial  Officer  pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.

            (b) Reports on Form 8-K.

                  We filed a  current  report  on Form  8-K  with the SEC  dated
                  February 10, 2004 to report, under Item 1 that we had a change
                  in control.

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<PAGE>

                              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 11, 2004                 By:   /S/ MICHAEL W. KATZ
                                          --------------------------------------
                                          Michael W. Katz
                                          Chief Executive Officer and President


                                    By:   /S/ A. MARK YOUNG
                                          --------------------------------------
                                          A. Mark Young Chief Financial  Officer
                                          (Principal  Financial  and  Accounting
                                          Officer)

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