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

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER OR OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended May 31, 2005
                   --------------------------------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

     For the transition period from _______________________ to _____________

                        Commission file number 000-51415
                        --------------------------------
                              Pro Card Corporation
                        --------------------------------
                 (Name of small business issuer in its charter)


       Florida                                          20-1442373
       ------                                           ----------
(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

        100 Village Square Crossing, Suite 202                   33410
                Palm Beach Gardens, FL
        -------------------------------------------------        -----
        (Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code: (561) 207-6395


Securities registered under Section 12(b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered


Securities registered under Section 12(g) of the Exchange Act:

     Common Stock, par value $.01 per share  CUSIP NUMBER: 74270Q 10 0
     -------------------------------------------------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
or of the Exchange Act during the past 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







Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Registrant?s revenues for its most recent fiscal year:     $0.

Aggregate market value of Registrant?s voting and non-voting common equity held
by non-affiliates:       Currently no trading market

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. [As of May 31, 2005, the
issuer had 5,499,503 shares of common stock, $.01 Par Value, outstanding.]

Transitional Small Business Disclosure Format (Check one): Yes ____; No _X__








































PRO CARD CORPORATION                           Form 10-KSB     MAY 31, 2005

                                       INDEX

                                                                    PAGE NO.
PART I


ITEM 1    DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . 4

ITEM 2    DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . 12

ITEM 3    LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . 12

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

PART II

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . 12

ITEM 6    MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . . . . 13

ITEM 7    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . . . 21

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  . . . . . . . . 42

ITEM 8A   CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . 42

PART III

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS . . . . . . . 43

ITEM 10  EXECUTIVE COMPENSATION  . . . . . . . . . . . . . . . . . . . . 44

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 45

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . 45

ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . 46

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . . . . 47

SIGNATURES AND CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . 47














PRO CARD CORPORATION
GENERAL NOTE

Except where otherwise stated, references in this document to "us," "we," or
"the Company" refer to Pro Card Corporation. ("Pro Card Corporation."). This
Form 10-KSB contains forward-looking statements within the meaning of the "safe
harbor" provisions under Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. We use
forward-looking statements in our description of our plans and objectives for
future operations and assumptions underlying these plans and objectives, as well
as in our expectations, assumptions, estimates and projections about our
business and industry. These forward-looking statements involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in such forward-looking statements as a result of certain factors as more fully
described in this Report.

Forward-looking terminology includes the words "may", "expects", "believes",
"anticipates", "intends", "projects" or similar terms, variations of such terms
or the negative of such terms. These forward-looking statements are based upon
our current expectations and are subject to factors and uncertainties which
could cause actual results to differ materially from those described in such
forward-looking statements. We expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained in this Report to reflect any change in our expectations or any
changes in events, conditions or circumstances on which any forward-looking
statement is based.

PART I
ITEM 1.     DESCRIPTION OF BUSINESS.

Pro Card Corporation (the "Company") was incorporated in the State of
Florida on January 21, 2004 as a wholly owned subsidiary of eCom eCom.com,
Inc. ("eCom") which originally traded on the OTC/Bulletin Board under the
symbol 'ECEC. 'Due to reasons stated below, eCom was de-listed from the OTCBB
to the Pink Sheets, but is taking the necessary steps to be re-listed on the
OTCBB. The Company's main office is located at 100 Village Square Crossing,
Suite 202, Palm Beach Gardens, Florida 33410, and the telephone number is (561)
207-6395.

The Spin-Off.  The Company was one of ten (10) wholly owned subsidiaries of
eCom, with varying business plans.  In recent years, eCom concluded that it did
not have the financial resources necessary to develop all ten (10) of its
business units collectively.  Pursuant to SEC Staff Legal Bulletin No. 4, eCom
decided to spin off its subsidiaries into independent companies in the belief
that independent companies, each with a distinct business, would be better able
to obtain necessary funding and develop their business plans.  This belief was
based in part on eCom's experience with potential business partners which
sought involvement with only one of eCom's subsidiaries, rather than
involvement with the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off
eCom's ten (10) operating subsidiary companies.

On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc.("American Capital.")
The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed
                                    4
PRO CARD CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)
was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft,
Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was
February 23, 2004, and the shares of MyZipSoft were distributed to its
shareholders on June 2, 2005.

On March 2, 2004, the Board of Directors of eCom approved
the spinoff of the remaining eight (8) spin off
companies in which the Board of Directors voted to issue to their shareholders
one (1) share of the company for every one (1) share of eCom owned with a
record date to be announced, pursuant to the advice of SEC Staff Legal Bulletin
No. 4.

On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom.  Paragraph two (2) of this release stated the following:

"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off.  To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement.  When announced, eCom shareholders as of the
Date of Payment (distribution of stock) for each spin-off will receive new
shares in that company."

On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005.  As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'

On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC").  On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.

On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer
and Barney A. Richmond, Director and President.  Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the
remaining subsidiaries of eCom. The plan was to create individual public
corporations, and take whatever actions necessary to complete the process of
enhancing shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:

USA Performance Products, Inc. FL Corp. No. P98000006586  Fed. ID. 65-0812050
eSecureSoft Company            FL Corp. No. P03000138385  Fed. ID. 20-1068608
USAS Digital, Inc.             FL Corp. No. P03000147667  Fed. ID. 20-1069232
Pro Card Corporation           FL Corp. No. P04000015631  Fed. ID. 20-1442373
AAB National Company           FL Corp. No. P04000019818  Fed. ID. 20-1442771
A Classified Ad, Inc.          FL Corp. No. P04000038403  Fed. ID. 20-1447963
A Super Deal.com, Inc.         FL Corp. No. P04000040174  Fed. ID. 20-1449410
Swap and Shop.net Corp.        FL Corp. No. P04000040176  Fed. ID. 20-1449332
                                    5
PRO CARD CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full.  Notwithstanding, contrary to what board
members Richard Turner and Barney A. Richmond had been previously advised by
Chairman Panaia, eCom was not able to pay FAST the amounts required to send out
the Stock certificates to the shareholders, and accordingly, the shares were
not issued as stated.

Since late June 2004, American Capital Holdings, Inc. has been inundated
with hundreds of telephone calls from eCom shareholders,
requesting delivery of their promised spin-off shares. Numerous shareholders
have made demands to be sent their promised shares, many of them threatening
legal action against eCom and all of the above described spin-offs, which
possibly might have created contingent liabilities for all the shareholders of
eCom. Because of the aforementioned financial difficulties, eCom's telephone
lines were disconnected.  eCom's shareholders contacted American Capital
Holdings, Inc. in an effort to garner information on the status of their
situation.

In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A.  When these accounting invoices and other
expense invoices were received in early August 2004, Mr. Panaia would not
return telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.

Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful.  On November 16, 2004,
an additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation letters
and further information needed to complete the financial audits were
continually ignored by Mr. Panaia.  Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital.  eCom also
ignored its responsibilities to its shareholders by not filing appropriate 8-
K's disclosing valid information concerning the status of eCom, including its
de-listing from the OTCBB, as described below.

Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom.  Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation.  Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-
                                    6
PRO CARD CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney
A. Richmond, and ACHI, Inc.  The Bankruptcy proceedings were initiated in an
effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid.  The aforementioned creditors
are owed in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net.

In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink
Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million,
which, without a qualified reorganization plan, could easily shrink
further, as eCom has a negative net worth.

In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well.  As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan.  Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement.  It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital.  Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm. Other outstanding eCom debts
included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.

As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time.  Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This undisclosed liability cost American Capital an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital is a spin-
off of eCom. Additionally, American Capital has been forced to continue this
                                    7

PRO CARD CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

financial assistance to bring all of the spinoff companies current with their
SEC qualified accountants and other creditors so that eCom could continue with
it's daily operations.

During the period from late December 2004 through mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also
incurred considerable additional costs providing continued financial assistance
to honor what was promised to eCom's shareholders.  These costs included
expenses to bring all of the spin-off companies current with their SEC filings,
Federal Tax Returns, State Income Tax Returns, State Filing Fees, Accounting
Expenses, SEC Auditing Expenses, Legal, Administrative and other business-
related expenses. This process included utilizing American Capital employees, as
well as hiring outside assistance, i.e. additional accountants, tax assistance,
and outside attorneys to expedite the process.

On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB.  This de-listing was due to the fact the Company's
auditors had not been paid.  Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent".  Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the company.

Due to Mr. Panaia's health-related issues, during the period of January through
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF.  With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
compliance.  This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these  tasks to eliminate any further
liabilities to eCom shareholders.

On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
process of restoring shareholder value is well underway, Mr. Richmond plans to
compensation.  The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
                                    8
PRO CARD CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

subject to bankruptcy court approval.  Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are complete.

On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.

USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the spin-off companies.  Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005.  The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies  were mailed on June 2, 2005.

A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To begin
the process of paying expenses relating to the commencement of their respective
business purposes, on May 31, 2005 several new shareholders provided initial
funding of $400,000 to eight (8) of the above referenced companies. This funding
will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. This initial funding is
to cover legal, accounting and other expenses, including due diligence costs
related to proposed forthcoming acquisitions.  More funding is planned for each
company throughout the June 1, 2005 through August 30, 2005 quarter in
accordance with 506 Reg. D Private Placement procedures, which will  become
available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors.  The new management believes
these efforts combined with execution of the new business plans not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well.

Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.


                                    9
PRO CARD CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code.  The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.

Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 27, 2005.  The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.6.

On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements were ordered by the Bankruptcy
Court at a hearing which took place June 6, 2005.

On behalf of eCom, American Capital Holdings has filed the requisite filings to
bring eCom current.  The accession number eCom's November 30, 2004 Form 10-QSB
is 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.

On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number 0001000459-
05-000001 stating the board of directors of each spin-off company authorized a
100 to 1 reverse split of the outstanding 49,955,112 shares of the following
spin-off companies:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.
-----------------------------   ---------------       -----------------
USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005. The
Record Date for each company is May 27, 2005, and each company's transfer agent
has been instructed to issue and mail all share certificates to the shareholders
of record as of May 27, 2005.

---  end of May 31, 2005 8-K -

On June 2, 2005, eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000002 stating:

                                    10
PRO CARD CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)

In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today, June 2,
2005, to each of the below listed former subsidiary companies of eCom to all of
the shareholders as of the record date of May 27, 2005.

Name of                             SEC/EDGAR          Standard & Poor's
Company                             CIK No.              Cusip  No.
-------------------------------    --------------     ----------------
USA Performance Products, Inc.     CIK 0001321509       90341L 10 2
eSecureSoft Company                CIK 0001321511       296423 10 6
USAS Digital, Inc.                 CIK 0001321508       90341K 10 4
Pro Card Corporation               CIK 0001321500       74270Q 10 0
AAB National Company               CIK 0001321506       000303 10 7
A Classified Ad, Inc.              CIK 0001321499       00089Y 10 9
A Super Deal.com, Inc.             CIK 0001321507       00210R 10 6
Swap and Shop.net Corp.            CIK 0001321510       869894 10 5

For mail reference purposes, appended herewith, as Exhibit 99.6, is a schedule
of each shareholder last name and the United States Postal Certified Mail
Receipt Number of each shareholder for which one (1) certificate for each of the
above referenced companies was mailed in one (1) United States Postal Certified
Mail envelope.
--  end of June 2, 2005 8-K --

On June 6, 2005, a second bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman.  Two (2) motions were heard with resulting
court approval.  One was an Court Order for eCom to retain the legal services of
Kluger, Peretz, Kaplin & Berlin P.L.  The second Court Order was the approval of
Barney A. Richmond as the new Chief Executive Officer of eComeCom.com, Inc.  Mr.
Richmond has significant experience in corporate and bankruptcy reorganizations.
Judge Friedman's court order included instructions for Mr. Richmond and Kluger
Peretz to commence with the preparation a viable plan of reorganization for eCom
and all of the above described spinoff companies, which process is significantly
underway including the completion of the May 31, 2005 audits and preparation of
the Forms 10-SB for all the above-referenced spinoff companies.  Section 1145 of
the United States Bankruptcy Code allows the Court to use the Exemption of
Securities Laws with respect to a qualified reorganization plan, which the
Debtor and aforementioned subsidiary spinoff companies plan to use, which was
discussed during the aforementioned June 6, 2005 Court Hearing.  The above
described June 6, 2005 Court Orders are appended herein as Exhibit 99.7.
Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are
available on the eCom website, www.ecomecom.net.

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

Employees.  The Company has no employees.





                                    11
PRO CARD CORPORATION

ITEM 2. DESCRIPTION OF PROPERTY.

The company does not own any real property. The company is located at
100 Village Square Crossing, Suite 202, Palm Beach Gardens, FL  33410,
consisting of approximately 1,485 square feet of office space. The company
shares the office with American Capital Holdings, Inc.(ACH). ACH incurs the
cost and full responsibility of the lease. The lease is for a term of one year,
at a rental of $4,196 per month including sales tax.

ITEM 3. LEGAL PROCEEDINGS.

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

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

There were no matters submitted to a vote by the security holders during the
fiscal year ended May 31, 2005.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market for Common Stock. There is currently no trading market for the
Company's Common Stock and there can be no assurance that any trading market
will ever develop or, if such a market does develop, that it will continue.

On March 3, 2005 Pro Card Corporation applied and received CUSIP NUMBER:
74270Q 10 0 (attached as Exhibit 99.2)

Upon effectiveness of the Registration Statement, the Company intends to apply
to have its common stock listed for trading on the American Stock Exchange.
If, for any reason, the Company does not meet the qualifications for listing on
a major stock exchange, the Company's securities may be traded in the over-the-
counter ("OTC") market. The OTC market differs from national and regional stock
exchanges in that it (1) is not sited in a single location but operates through
communication of bids, offers and confirmations between broker-dealers and (2)
securities admitted to quotation are offered by one or more broker-dealers
rather than the "specialist" common to stock exchanges.

Security Holders. The Company has approximately 5,000 shareholders. The
Company does not have any shares subject to options, or any other securities
convertible into shares of the Company's common stock.

Dividends. There have been no cash dividends declared or paid since the
Company was formed, and no dividends are contemplated to be paid in the
foreseeable future.





                                    12
PRO CARD CORPORATION

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The Spin-Off.  The Company was one of ten (10) wholly owned subsidiaries of
eCom, with varying business plans.  In recent years, eCom concluded that it did
not have the financial resources necessary to develop all ten (10) of its
business units collectively.  Pursuant to SEC Staff Legal Bulletin No. 4, eCom
decided to spin off its subsidiaries into independent companies in the belief
that independent companies, each with a distinct business, would be better able
to obtain necessary funding and develop their business plans.  This belief was
based in part on eCom's experience with potential business partners which
sought involvement with only one of eCom's subsidiaries, rather than
involvement with the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off
eCom's ten (10) operating subsidiary companies.

On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc.,("American Capital")
The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed
American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)
was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft,
Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was
February 23, 2004 and the shares of MyZipSoft were distributed to its
shareholders on June 2, 2005.

On March 2, 2004, the Board of Directors of eCom approved
the spin off of the remaining eight (8) spin off companies in which the Board of
Directors voted to issue to their shareholders one (1) share of the company for
every one (1) share of eCom owned with a record date to be announced, pursuant
to the advice of SEC Staff Legal Bulletin No. 4.

On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom.  Paragraph two (2) of this release stated the following:

"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off.  To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement.  When announced, eCom shareholders as of the
Date of Payment (distribution of stock) for each spin-off will receive new
shares in that company."

On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005.  As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'

On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC").  On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.


                                    13
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

On June 4, 2004, a corporate resolution was proposed, passed and signed by
David Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer
and Barney A. Richmond, Director and President.  Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the
remaining subsidiaries of eCom. The plan was to create individual public
corporations, and take whatever actions necessary to complete the process of
enhancing shareholder value, including acquisitions and/or mergers.
The individual companies are listed below:

USA Performance Products, Inc. FL Corp. No. P98000006586  Fed. ID. 65-0812050
eSecureSoft Company            FL Corp. No. P03000138385  Fed. ID. 20-1068608
USAS Digital, Inc.             FL Corp. No. P03000147667  Fed. ID. 20-1069232
Pro Card Corporation           FL Corp. No. P04000015631  Fed. ID. 20-1442373
AAB National Company           FL Corp. No. P04000019818  Fed. ID. 20-1442771
A Classified Ad, Inc.          FL Corp. No. P04000038403  Fed. ID. 20-1447963
A Super Deal.com, Inc.         FL Corp. No. P04000040174  Fed. ID. 20-1449410
Swap and Shop.net Corp.        FL Corp. No. P04000040176  Fed. ID. 20-1449332

The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of
these shares were paid in full.  Notwithstanding, contrary to what board
members Richard Turner and Barney A. Richmond had been previously advised by
Chairman Panaia, eCom was not able to pay FAST the amounts required to send out
the stock certificates to the shareholders, and accordingly, the shares were
not issued as stated.

Since late June 2004, American Capital Holdings, Inc. has been inundated
with hundreds of telephone calls from eCom shareholders,
requesting delivery of their promised spin-off shares. Numerous shareholders
have made demands to be sent their promised shares, many of them threatening
legal action against eCom and all of the above described spin-offs, which
possibly might have created contingent liabilities for all the shareholders of
eCom. Because of the aforementioned financial difficulties, eCom's telephone
lines were disconnected. eCom's shareholders contacted American Capital
Holdings, Inc. in an effort to garner information on the status of their
situation.

In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A.  When these accounting invoices and other
expense invoices were received in early August 2004, Mr. Panaia would not
return telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.

Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful.  On November 16, 2004,
                                    14
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

an additional letter was sent to David Panaia, (Certificate of Mailing No.
2004201) requesting the signature of the promissory notes and the additional
information needed for the accountants to provide the necessary American
Capital audits needed for its ongoing SEC filings. These confirmation letters
and further information needed to complete the financial audits were
continually ignored by Mr. Panaia.  Additionally, certain press releases were
made by the CEO of eCom making reference to American Capital without the
consent of management or the Board of Directors of American Capital.  eCom also
ignored its responsibilities to its shareholders by not filing appropriate 8-
K's disclosing valid information concerning the status of eCom, including its
de-listing from the OTCBB, as described below.

Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom.  Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation.  Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-
SHF)under Title 11, Chapter 11 of the United States Bankruptcy Code by
petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney
A. Richmond, and ACHI, Inc.  The Bankruptcy proceedings were initiated in an
effort to restore the shareholder value lost by approximately 6,000+
shareholders as well as implement a viable plan for reimbursement of costs
incurred by American Capital Holdings, Inc., the petitioning creditors, and all
other creditors/vendors who have not been paid.  The aforementioned creditors
are owed in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter
11, Title 11 Amended Involuntary Petition of eCom is posted on the eCom's
website, www.ecomecom.net

In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink
Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million,
which, without a qualified reorganization plan, could easily shrink
further, as eCom has a negative net worth.

In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well.  As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan.  Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement.  It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
                                    15
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital.  Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm. Other outstanding eCom debts
included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.

As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time.  Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This undisclosed liability cost American Capital an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital is a spin-
off of eCom. Additionally, American Capital has been forced to continue this
financial assistance to bring all of the spinoff companies current with their
SEC qualified accountants and other creditors so that eCom could continue with
it's daily operations.

During the period from late December 2004 through mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also
incurred considerable additional costs providing continued financial assistance
to honor what was promised to eCom's shareholders.  These costs included
expenses to bring all of the spin-off companies current with their SEC filings,
Federal Tax Returns, State Income Tax Returns, State Filing Fees, Accounting
Expenses, SEC Auditing Expenses, Legal, Administrative and other business-
related expenses. This process included utilizing American Capital employees, as
well as hiring outside assistance, i.e. additional accountants, tax assistance,
and outside attorneys to expedite the process.

On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB.  This de-listing was due to the fact the Company's
auditors had not been paid.  Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent".  Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the company.

Due to Mr. Panaia's health-related issues, during the period of January through
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF.  With
consideration to Mr. Panaia's declining health, all of the petitioning
creditors voluntarily consented to these extensions. Notwithstanding these
voluntary extensions, and due to the extensive ongoing telephone inquiries from
eCom shareholders who had bought shares in the public marketplace based on the
past public press release representations of Mr. Panaia, the management of
American Capital and the petitioning creditors had no choice but to make past
promises good beginning with getting the spin-off companies in full regulatory
                                    16
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

compliance.  This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's; (c) ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these  tasks to eliminate any further
liabilities to eCom shareholders.

On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
process of restoring shareholder value is well underway, Mr. Richmond plans to
compensation.  The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval.  Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are complete.


On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.
USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
the spin-off companies.  Each company will purchase all fractional shares at
market price, thereby resulting in total outstanding shares of 499,503 as of May
27, 2005.  The Record Date for the remaining spin-offs was set as May 27, 2005,
and all share certificates due to the shareholders of the above referenced
companies  were mailed on June 2, 2005.

A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To begin
the process of paying expenses relating to the commencement of their respective
business purposes, on May 31, 2005 several new shareholders provided initial
funding of $400,000 to eight (8) of the above referenced companies. This funding
                                    17
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. This initial funding is
to cover legal, accounting and other expenses, including due diligence costs
related to proposed forthcoming acquisitions.  More funding is planned for each
company throughout the June 1, 2005 through August 30, 2005 quarter in
accordance with 506 Reg. D Private Placement procedures, which will  become
available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors.  The new management believes
these efforts combined with execution of the new business plans not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well.

Acquisitions negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.

On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code.  The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.

Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 27, 2005.  The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.6.

On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements were ordered by the Bankruptcy
Court at a hearing which took place June 6, 2005.

On behalf of eCom, American Capital Holdings has filed the requisite filings to
bring eCom current.  The accession number eCom's November 30, 2004 Form 10-QSB
is 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.

On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number 0001000459-
05-000001 stating the board of directors of each spin-off company authorized a
100 to 1 reverse split of the outstanding 49,955,112 shares of the following
spin-off companies:







                                    18
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.
-----------------------------   ---------------       -----------------
USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft, Company            CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005. The
Record Date for each company is May 27, 2005, and each company's transfer agent
has been instructed to issue and mail all share certificates to the shareholders
of record as of May 27, 2005.

---  end of May 31, 2005 8-K -

On June 2, 2005, eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000002 stating:

In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today, June 2,
2005, to each of the below listed former subsidiary companies of eCom to all of
the shareholders as of the record date of May 27, 2005.

Name of                             SEC/EDGAR          Standard & Poor's
Company                             CIK No.              Cusip  No.
-------------------------------    --------------     ----------------
USA Performance Products, Inc.     CIK 0001321509       90341L 10 2
eSecureSoft, Company               CIK 0001321511       296423 10 6
USAS Digital, Inc.                 CIK 0001321508       90341K 10 4
Pro Card Corporation               CIK 0001321500       74270Q 10 0
AAB National Company               CIK 0001321506       000303 10 7
A Classified Ad, Inc.              CIK 0001321499       00089Y 10 9
A Super Deal.com, Inc.             CIK 0001321507       00210R 10 6
Swap and Shop.net Corp.            CIK 0001321510       869894 10 5

For mail reference purposes, appended herewith, as Exhibit 99.6, is a schedule
of each shareholder last name and the United States Postal Certified Mail
Receipt Number of each shareholder for which one (1) certificate for each of the
above referenced companies was mailed in one (1) United States Postal Certified
Mail envelope.

--  end of June 2, 2005 8-K --

On June 6, 2005, a second bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman.  Two (2) motions were heard with resulting
court approval.  One was an Court Order for eCom to retain the legal services of
                                    19
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

Kluger, Peretz, Kaplin & Berlin P.L.  The second Court Order was the approval of
Barney A. Richmond as the new Chief Executive Officer of eComeCom.com, Inc.  Mr.
Richmond has significant experience in corporate and bankruptcy reorganizations.
Judge Friedman's court order included instructions for Mr. Richmond and Kluger
Peretz to commence with the preparation a viable plan of reorganization for eCom
and all of the above described spinoff companies, which process is significantly
underway including the completion of the May 31, 2005 audits and preparation of
the Forms 10-SB for all the above-referenced spinoff companies.  Section 1145 of
the United States Bankruptcy Code allows the Court to use the Exemption of
Securities Laws with respect to a qualified reorganization plan, which the
Debtor and aforementioned subsidiary spinoff companies plan to use, which was
discussed during the aforementioned June 6, 2005 Court Hearing.  The above
described June 6, 2005 Court Orders are appended herein as Exhibit 99.7.
Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are
available on the eCom website, www.ecomecom.net.

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

RISK FACTORS.  The Company's business is subject to numerous risk factors,
including the following:

NO OPERATING REVENUES.  The Company has had no recent revenues or earnings from
operations. The Company will sustain operating expenses without corresponding
revenues.  This will result in the Company incurring net operating losses until
the Company can realize profits from the business ventures it intends to
acquire.

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS.  The success of the
Company's proposed plan of operation will depend primarily on the success of
the Company's business operations.  While the Company intends to try to run
these operations profitably, there can be no assurance that the Company will be
successful will be profitable.

SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. Realization of

the business' perceived potential will require significant capital.  If the
Company is not able to raise the funds to provide this capital, or to otherwise
locate the required capital for the business, the company may never attain
profitability.

LIMITED TIME COMMITMENT OF MANAGEMENT.  While developing the Company's business
plan, seeking business opportunities, and providing managerial resources,
management will not be devoting its full time and efforts to the Company and
will depend on other operational personnel.  The Company's directors and
officers have not entered into written employment agreements with the Company
and they are not expected to do so in the foreseeable future.  The Company has
not obtained key man life insurance on its officers and directors.
Notwithstanding the limited time commitment of management, loss of the services
of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations.



                                    20
PRO CARD CORPORATION
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

CONFLICTS OF INTEREST - GENERAL.  Certain conflicts of interest may exist from
time to time between the Company and its officers and directors.  They have
other business interests to which they devote their attention, and they will
continue to do so.  As a result, conflicts of interest may arise that can be
resolved only through exercise of such judgment as is consistent with the
fiduciary duties of management to the Company.

NO PUBLIC MARKET CURRENTLY EXISTS.  There is currently no public market for the
Company's common stock, until such time as the Company's Registration Statement
under the Securities Act of 1933 and the Securities and Exchange Commission has
been declared effective.

There can be no assurance that a market will in fact develop at any time, or
that a shareholder ever will be able to liquidate his investment without
considerable delay.  If a market should develop, the price may be highly
volatile.  Factors such as those discussed in this "Risk Factors" section may
have a significant impact upon the market price of the Company's stock.

ITEM 7. FINANCIAL STATEMENTS.
The page numbers for the financial statement categories are as follows:


   Pro Card Corporation                                        May 31, 2005

                          INDEX - PART F/S


ITEM 1    FINANCIAL STATEMENTS

          Independent Auditor's Report. .  . . . . . . . . . . . .   F-2

          Balance Sheets
           May 31, 2005 and May 31, 2004  . . . . . . . . . . . . .  F-3

          Statement of Operations
           Year Ended May 31, 2005 and for the period from inception
            January 23, 2004 through May 31, 2004 . . . . . . . . .  F-4

          Statement of Changes in Shareholders' Equity
           From Inception, January 23, 2004, through May 31, 2005 .  F-5

          Statement of Cash Flows
           Year Ended May 31, 2005 and for the period from inception
            January 23, 2004 through May 31, 2004 . . . . . . . . .  F-6

          Notes to Financial Statements  . . . . . . . . . . . . . . F-8




                                     F-1



                       Wieseneck, Andres & Company, P.A.
                         Certified Public Accountants
                        772 U. S. Highway 1, Suite 100
                       North Palm Beach, Florida  33408
                               (561) 626-0400

Thomas B. Andres, C.P.A.*, CVA                     FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida


                       Independent Auditors' Report


To the Board of Directors and Stockholders
Pro Card Corporation
Palm Beach Gardens, Florida

We have audited the accompanying balance sheets of Pro Card Corporation as of
May 31, 2005 and 2004 and the related statements of operations, changes in
shareholders' equity and cash flows for the year ended May 31, 2005 and for the
period from inception, January 21, 2004, through May 31, 2004.  These financial
statements are the responsibility of the company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pro Card Corporation as of May
31, 2005 and 2004 and the results of its operations and cash flows for the years
ended May 31, 2005 and for the period from inception, January 21, 2004, through
May 31, 2004, in conformity with accounting principles generally accepted in the
United States of America.

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

North Palm Beach, Florida
July 1, 2005






                                     F-2



PRO CARD CORPORATION
BALANCE SHEETS
MAY 31, 2005 AND MAY 31, 2004

                                                 MAY 31, 2005   MAY 31, 2004
ASSETS
    Current Assets
         Cash and Cash Equivalents              $      50,177   $          0
         Notes Receivable                               2,500              0
         Prepaid Expense                                    0              8
                                                 ------------   ------------
             Total Current Assets                      52,677              8
                                                  ------------   ------------


         Property & Equipment                             948          1,201
                                                  ------------   ------------
    Other Assets
            Intangible Assets                              51             65
                                                  ------------   ------------
             Total Other Assets                            51             65
                                                  ------------   ------------
TOTAL ASSETS                                    $      53,676   $      1,274
                                                  ============   ============
LIABILITIES & STOCKHOLDERS' EQUITY
  Liabilities
         Current Liabilities
            Accounts Payable                    $       1,265   $          0
            Notes Payable                               2,078             78
            Shareholder Loans                          43,161              0
                                                  ------------   ------------
         Total Current Liabilities                     46,504             78
                                                  ------------   ------------
     Total Liabilities                                 46,504             78
                                                  ------------   ------------
     Stockholders' Equity
         Common Stock $.01 par value, 100 million
          shares authorized, 5,499,503 shares issued
          and outstanding on May 31, 2005, one share
          issued and outstanding on May 31, 2004       51,264              0

         Paid-in-Capital                                    0          1,264

         Retained Earnings (Deficit)                  (44,092)           (68)
                                                  ------------   ------------
  Total Stockholders' Equity                            7,172          1,196
                                                  ------------   ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY         $     53,676   $      1,274
                                                  ============   ============


See accompanying summary of accounting policies and notes to financial
statements.

                                     F-3

PRO CARD CORPORATION
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MAY 31, 2005, AND FOR THE PERIOD
FROM INCEPTION, JANUARY 21, 2004 TO MAY 31, 2004

                                                      2005            2004
                                                 ------------     ------------
     Revenues
            Net Sales                           $          -      $         -
            Cost of Sales                                253                -
                                                 ------------     ------------
                Gross Profit                            (253)               -

    Operating Expenses
            General and Administrative                43,757               68
            Sales and Marketing                            -                -
            Amortization                                  14                -
                                                 ------------     ------------
          Total Operating Expenses                    43,771               68

                                                 ------------     ------------
          Loss from Operations                       (44,024)               -
                                                 ------------     ------------

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

                                                 ------------     ------------
   Net Loss                                      $   (44,024)     $       (68)
                                                 ============     ============

Basic and Diluted
 Net Loss Per Common Share                       $      (.09)     $    (68.00)
                                                 ============     ============


Weighted Average Shares Outstanding                  509,096                1
                                                 ============     ============










See accompanying summary of accounting policies and notes to financial
statements.

                                     F-4



PRO CARD CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM INCEPTION JANUARY 21, 2004, THROUGH MAY 31, 2005


                     Number   At Par     Add'l  Retained      Total
                       of      Value   Paid In  Earnings  Stockholder
                     Shares     $.01   Capital  (Deficit)      Equity
                ----------- -------- --------- ---------- -----------
Balance                  0      $ 0        $ 0      $  0    $      0
  January 21, 2004

Issuance of
 Common Stock to
 eCom eCom.com Inc.      1        0          0         0           0

Assets Distribution
 from eCom eCom          0        0      1,264         0       1,264

Net Loss                 -        -          -       (68)        (68)
                ----------- -------- --------- ---------- -----------
Balance,
 May 31, 2004            1        0      1,264       (68)      1,196



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

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

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

Net Loss                 -        -         -    (44,024)    (44,024)
                ----------- -------- --------- ---------- -----------
Balance,
 May 31, 2005    5,499,503  $54,996  $  (3,732)$ (44,092) $    7,172
                =========== ======== ========= ========== ===========







See accompanying summary of accounting policies and notes to financial
statements.

                                     F-5

PRO CARD CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED MAY 31, 2005, AND FOR THE PERIOD
FROM INCEPTION, JANUARY 21, 2004, THROUGH MAY 31, 2004


                                              MAY 31, 2005        MAY 31, 2004
                                           _______________    ________________

Cash Flows From Operating Activities
    Cash received from customers           $             0      $            -
    Cash paid to suppliers of goods
        and services                               (42,484)                (78)
    Income Taxes Paid                                    0                   -
    Interest Paid                                        0                   -
    Interest Received                                    0                   -
                                            _______________    ________________
        Net Cash Flows Used in
         Operating Activities                      (42,484)                (78)
                                            _______________    ________________
Cash Flows From Investing Activities
    Payment of Intangible Assets                         -                   -
                                            _______________    ________________
        Net Cash Flows Provided By
         (Used In) Investing Activities                  -                   -
                                            _______________    ________________
Cash Flows From Financing Activities
    Capital Contribution                            50,000                  78
    Loans from Shareholders                         45,161                   -
    Payments to Shareholder                         (2,000)                  -
    Loans from Related Companies                     2,000                   -
    Loans to Related Companies                      (2,500)                  -
                                            _______________    ________________
        Net Cash Flows Provided By
         Financing Activities                       92,661                  78
                                            _______________    ________________
Net Increase in Cash                                50,177                   -

Cash and Cash Equivalents at
 Beginning of Period, June 1, 2004
 And January 21, 2004                                    -                   -
                                            _______________    ________________
Cash and Cash Equivalents at
 End of Period, May 31, 2005                $       50,177      $            -
                                            ===============    ================




See accompanying summary of accounting policies and notes to financial
statements.


                                     F-6




PRO CARD CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED MAY 31, 2005 AND FOR THE PERIOD
FROM INCEPTION, JANUARY 21, 2004, THROUGH MAY 31, 2004


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

                                              MAY 31, 2005        MAY 31, 2004
                                           _________________   ________________

    Net Income (Loss)                        $     (44,024)      $           -
    Add items not requiring outlay of cash:
      Depreciation and amortization                    267                   -
    Cash was increased by:
      Decrease in prepaid assets                         8                   -
      Increase in accounts payable                   1,265                   -
    Cash was decreased by:
      Increase in inventory                              -                   -
      Decrease in accounts payable                       -                   -


                                            _______________   _________________
        Net Cash Flows Used in
         Operating Activities                $     (42,484)      $           -
                                            ===============   =================



Supplemental Disclosures
Of Non Cash Investing and
Financing Activities:
-------------------------

On March 1, 2004, the Company acquired approximately $1,264 in tangible assets
distributed from eCom eCom.com, Inc. as part of the spin-off from its Parent
Company.













See accompanying summary of accounting policies and notes to financial
statements.


                                  F-7

PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS

Pro Card Corporation (the "Company") was incorporated in the State of Florida
on January 21, 2004 as a wholly owned subsidiary of eCom eCom.com,
Inc.("eCom") which which originally traded on the OTC/Bulletin Board under the
symbol 'ECEC. 'Due to reasons stated below, eCom was de-listed from the OTCBB to
the Pink Sheets, but is taking the necessary steps to be re-listed on the OTCBB.
The Company's main office is located at 100 Village Square Crossing, Suite 202,
Palm Beach Gardens, Florida 33410, and the telephone number is (561) 207-6395.

The Spin-Off.

The Company was one of ten (10) wholly owned subsidiaries of eCom, with varying
business plans.  In recent years, eCom concluded that it did not have the
financial resources necessary to develop all ten (10) of its business units
collectively.  Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin
off its subsidiaries into independent companies in the belief that independent
companies, each with a distinct business, would be better able to obtain
necessary funding and develop their business plans.  This belief was based in
part on eCom's experience with potential business partners which sought
involvement with only one of eCom's subsidiaries, rather than involvement with
the multi-faceted eCom.

On December 1, 2003, the Board of Directors of eCom approved the spin-off eCom's
ten (10) operating subsidiary companies.

On December 18, 2003, USA SportsNet, Inc. entered into a definitive Asset
Acquisition Agreement with American Capital Holdings, Inc.,("American Capital").
The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed
American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010)
was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft, Inc.
(Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February
23, 2004. On March 2, 2004, the Board of Directors of eCom approved the spin off
of Pro Card Corporation and the remaining seven (7) spin off companies in
which the Board of Directors voted to issue to their shareholders one (1) share
of the company for every one (1) share of eCom owned with a record date to be
announced, pursuant to the advice of SEC Staff Legal Bulletin No. 4.

On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom.  A copy of this press release appended hereto as Exhibit No. 1. Paragraph
two (2) of this release stated the following:


                                  F-8








PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS


"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off.  To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement.  When announced, eCom shareholders as of the Date
of Payment (distribution of stock) for each spin-off will receive new shares in
that company."

On April 14, 2004, eCom filed Form 10QSB, file number 000-23617, accession
number 0001000459-04-000005.  As stated in ITEM 2, Management's Discussion and
Analysis, 'All ten (10) business subsidiaries have been spun off into
independent operating public companies.'

On May 24, 2004, American Capital Holdings, Inc., a spin-off of eCom formerly
known as USA SportsNet, Inc., filed a Form 10SB, file number 000-50776,
accession number 0001288012-04-000001,SEC CIK number 0001288012,with the United
States Securities & Exchange Commission ("SEC").  On July 27, 2004 American
Capital Holdings, Inc.'s Form 10SB was ruled effective by the SEC.

On June 4, 2004, a corporate resolution was proposed, passed and signed by David
Panaia, Chairman/Secretary/CEO, Richard C. Turner, Director and Treasurer and
Barney A. Richmond, Director and President.  Based on Mr. Richmond's past
restructuring experience, the new Board of Directors re-adopted the December 1,
2003 spin-off plan, pursuant to SEC Staff Legal Bulletin No.4, for the remaining
subsidiaries of eCom. The plan was to create individual public corporations,
and take whatever actions necessary to complete the process of enhancing
shareholder value, including acquisitions and/or mergers.

The individual companies are listed below:

USA Performance Products, Inc. FL Corp. No. P98000006586  Fed. ID. 65-0812050
eSecureSoft, Company           FL Corp. No. P03000138385  Fed. ID. 20-1068608
USAS Digital, Inc.             FL Corp. No. P03000147667  Fed. ID. 20-1069232
Pro Card Corporation           FL Corp. No. P04000015631  Fed. ID. 20-1442373
AAB National Company           FL Corp. No. P04000019818  Fed. ID. 20-1442771
A Classified Ad, Inc.          FL Corp. No. P04000038403  Fed. ID. 20-1447963
A Super Deal.com, Inc.         FL Corp. No. P04000040174  Fed. ID. 20-1449410
Swap and Shop.net Corp.        FL Corp. No. P04000040176  Fed. ID. 20-1449332

The motion in the above described June 4, 2004 Board Resolution included the
instructions for the distribution of stock by its Transfer Agent, Florida
Atlantic Stock Transfer (FAST) to the proper entities when the share
certificates were properly exercised and costs relating to the issuance of these
                                    F-9







PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS

shares were paid in full.  Notwithstanding, contrary to what board members
Richard Turner and Barney A. Richmond had been previously advised by Chairman
Panaia, eCom was not able to pay FAST the amounts required to send out the stock
certificates to the shareholders, and accordingly, the shares were not issued as
stated.

Since late June 2004, American Capital Holdings, Inc. has been inundated
with hundreds of telephone calls from eCom shareholders, requesting delivery of
their promised spin-off shares. Numerous shareholders have made demands to be
sent their promised shares, many of them threatening legal action against eCom
and all of the above described spin-offs, which possibly might have created
contingent liabilities for all shareholders of eCom. Because of the
aforementioned financial difficulties, eCom's telephone lines were disconnected.
eCom's shareholders contacted American Capital Holdings, Inc. in an effort to
garner information on the status of their situation.

In order to comply with General Accepted Accounting Principles ("GAAP") with
respect to American Capital's audits, Mr. Panaia had previously agreed to sign
promissory notes for the loans provided by American Capital as soon as all
parties could determine the exact amounts of the then forthcoming invoices
(whose amounts were unknown until received) by the SEC qualified accounting
firm, Wieseneck & Andres, P.A.  When these accounting invoices and other expense

invoices were received in early August 2004, Mr. Panaia would not return
telephone calls and would not sign accounting confirmation requests from
American Capital accountants, nor would he sign the necessary promissory notes.

Numerous attempts were made by American Capital (Letter Dated September 29,
2004, Certificate of Mailing No. 2004188) requesting to have the promissory
notes signed by Mr. Panaia, which were not successful.  On November 16, 2004, an
additional letter was sent to David Panaia, (Certificate of Mailing No. 2004201)
requesting the signature of the promissory notes and the additional information
needed for the accountants to provide the necessary American Capital audits
needed for its ongoing SEC filings. These confirmation letters and further
information needed to complete the financial audits were continually ignored
by Mr. Panaia.  Additionally, certain press releases were made by the CEO of
eCom making reference to American Capital without the consent of management or
the Board of Directors of American Capital.  eCom also ignored its
responsibilities to its shareholders by not filing appropriate 8-K's disclosing
valid information concerning the status of eCom, including its de-listing from
the OTCBB, as described below.



                                    F-10






PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS


Due to the above described dilemma caused as a direct result of Mr. Panaia's
refusal to address the monies advanced by American Capital to eCom, on November
22, 2004, Barney A. Richmond resigned as an Officer and Director of eCom.  Mr.
Panaia also refused to file an 8-K statement regarding Mr. Richmond's
resignation.  Being there were no other options available, on November 29, 2004,
an involuntary petition was filed against eCom eCom.com, Inc. in the United
States Southern District Bankruptcy Court (In Re: Case No. 04-34535 BKC-SHF)
under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning
creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond,
and ACHI, Inc.  The Bankruptcy proceedings were initiated in an effort to
restore the shareholder value lost by approximately 6,000+ shareholders as well
as implement a viable plan for reimbursement of costs incurred by American
Capital Holdings, Inc., the petitioning creditors, and all other
creditors/vendors who have not been paid.  The aforementioned creditors are owed
in excess of $1 million dollars.  A copy of the June 2, 2005 Chapter 11, Title
11 Amended Involuntary Petition of eCom is posted on the eCom's website,
www.ecomecom.net.


In 1999, eCom reached record trading volume and a historical high share price
of $21.50, with a resulting market capitalization of around $250 million.
Since 1999, eCom has been in a state of steady decline. When eCom was unable
to pay their auditors, they were de-listed from the OTCBB to the Pink Sheets,
which is further detailed below. Currently eCom is thinly traded on the Pink
Sheets, with a 52-week high of $0.23, and an ask price of $.06 cents per share.
eCom's market capitalization has shrunk to less than $3.0 million,
which, without a qualified reorganization plan, could easily shrink
further, as eCom has a negative net worth.

In order to protect it's $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are also a part of American Capital's shareholder base and are
therefore owed a fiduciary duty in protecting not only their interests, but to
all of American Capital's shareholders as well.  As time went by, the management
of American Capital and eCom Director's Barney A. Richmond and Richard Turner
realized that the CEO of eCom, David Panaia, was not abiding by his publicly
stated agreements to accomplish what was originally set forth in press releases
regarding the previously announced spin-off plan.  Also, it is estimated that
over $13.5 million of eCom shares had been traded based on prior press releases
concerning the spin-off announcement.  It was then determined by many of the
shareholders that eCom was more than in financial turmoil and that Mr. Panaia
did not have the resources to complete which he had publicly stated. In late
August and September of 2004, Chairman and CEO David Panaia quit taking calls
from anyone, including the management of American Capital.  Additionally, eCom
was not taking calls from other creditors who were owed hundreds of thousands of
dollars, including eCom's SEC accounting firm.  Other outstanding eCom debts
See accompanying summary of accounting policies and notes to financial
statements.
                                     F-11
PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS


included over $110,000 in employee wages and unpaid expenses, including expenses
which were placed on employee personal credit cards to cover expenses directly
incurred by eCom, some of which included the previously announced spin-off
process costs.

As required by the Sarbanes-Oxley Act, auditors cannot remain independent and
be a creditor at the same time.  Subsequent to eCom's December 3, 2003 public
press release regarding the spin-off of USA SportsNet, the management of
American Capital discovered eCom owed past due balances with its accountants,
Wieseneck & Andres, P.A. This undisclosed liability cost American Capital an
additional $75,000 as American Capital was forced to pay the auditing firm in
order to complete American Capital's audits, since American Capital is a spin-
off of eCom. Additionally, American Capital has been forced to continue this
financial assistance to bring all of the spinoff companies current with their
SEC qualified accountants and other creditors so that eCom could continue with
it's daily operations.

During the period from late December 2004 through mid-March 2005, American
Capital and the petitioning creditors sympathized with the declining health
of eCom's CEO, David Panaia. These petitioning creditors have also
incurred considerable additional costs providing continued financial assistance
to honor what was promised to eCom's shareholders.  These costs included
expenses to bring all of the spin-off companies current with their SEC filings,
Federal Tax Returns, State Income Tax Returns, State Filing Fees, Accounting
Expenses, SEC Auditing Expenses, Legal, Administrative and other business-
related  expenses.
This process included utilizing American Capital employees, as well as hiring
outside assistance, i.e. additional accountants, tax assistance, and outside
attorneys to expedite the process.

On January 24, 2005, eCom was de-listed from trading on the OTC Bulletin Board
and began trading on the Pink Sheets for failure to file the Company's
November Form 10QSB.  This de-listing was due to the fact the Company's
auditors had not been paid.  Therefore, in accordance with the Sarbanes-Oxley
Act, the auditors could not be determined to be "independent".  Accordingly,
eCom lost additional market value, thereby further injuring creditors and
shareholders of the company.

Due to Mr. Panaia's health-related issues, during the period of January through
mid-March 2005, eCom requested three (3) extensions to reply to the above
described Involuntary Chapter 11, Title 11 United States Southern District
Bankruptcy Petition In Re: eComeCom.com, Inc. Case No. 04-34535 BKC-SHF.  With
consideration to Mr. Panaia's declining health, all of the petitioning creditors


                                    F-12




PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS


voluntarily consented to these extensions. Notwithstanding these voluntary
extensions, and due to the extensive ongoing telephone inquiries from eCom
shareholders who had bought shares in the public marketplace based on the past
public press release representations of Mr. Panaia, the management of American
Capital and the petitioning creditors had no choice but to make past promises
good beginning with getting the spin-off companies in full regulatory
compliance.  This endeavor included the preparation of (a) thirty (30)
10QSB's; (b); ten (10) 10K's;   ten (10) Form 10SB's SEC Registration
Statements; (d) twenty six (26) total State and Federal Tax Returns; (e) ten
(10) applications for the required SEC EDGAR CIK Numbers; (f) and ten (10) of
the Transfer Agent- required Standard & Poor's Cusip Numbers. Additionally,
there has been a tremendous administrative effort in bringing all the spin-off
companies current with respect to public company reporting requirements,
including the Sarbanes-Oxley Act. American Capital's management and the
petitioning creditors accomplished these  tasks to eliminate any further
liabilities to eCom shareholders.

On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications. The former President and Director of
eCom, Richard C. Turner, is acting as interim CEO for eCom, without
compensation.  The Company is making application to the United States Bankruptcy
Court to appoint Barney A. Richmond, who has agreed to do so without
compensation, as its new Chief Executive Officer, whose official appointment is
subject to bankruptcy court approval.  Although the process of restoring
shareholder value is well underway, both Mr. Richmond and Mr. Turner plan to
stay with the company without compensation until the proposed reorganization
plans of all the companies are totally complete.

On March 23, 2005, the aforementioned spin-off companies received
their respective SEC CIK Acceptance Filings, which are outlined below:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.

USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5




                                    F-13



PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS

In order to facilitate a more reasonable share structure based on the company's
existing financial assets, on May 26, 2005 the Board approved a resolution
authorizing a 100-to-1 Reverse Split of the outstanding 49,955,112 shares of
Pro Card Corporation. The Company will purchase all fractional shares at market
price, thereby resulting in total outstanding shares of 499,503 as of May 27,
2005. The Record Date for the remaining spin-offs was set as May 27, 2005, and
all share certificates were mailed on June 2, 2005.

A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. To begin
the process of paying expenses relating to the commencement of their respective
business purposes, on May 31, 2005 several new shareholders provided initial
funding of $400,000 to eight (8) of the above referenced companies. This funding
will be reflected in each company's forthcoming respective Form 10SB audits and
filings, which are planned to be filed by July 8, 2005. This initial funding is
to cover legal, accounting and other expenses, including due diligence costs
related to proposed forthcoming acquisitions.  More funding is planned for each
company throughout the June 1, 2005 through August 30, 2005 quarter in
accordance with 506 Reg. D Private Placement procedures, which will  become
available only to accredited investors. Additionally, a plan is being
formulated, subject to bankruptcy court approval, which will provide a 100%
payout to all of eCom's outstanding creditors.  The new management believes
these efforts combined with execution of the new business plans not only will
recapture the lost shareholder value of eCom, but will also enhance the
viability of future long term shareholder value as well.

Acquisitions negotiations are underway and will be separately announced upon
completion.  Management is confident in their ability to execute these
forthcoming plans.

On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code.  The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.








                                  F-14




PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS


Pursuant to SEC Staff Legal Bulletin No.4, the issuance of the all the share
certificates of the above referenced spin-off companies were sent via certified
mail on June 2, 2005 to the shareholders of record as of May 27, 2005.  The
shareholder list and Certified Mail numbers are appended hereto as exhibit 99.6.
eCom eCom.com, Inc. filed an 8-K on May 31, 2005 (Accession Number: 0001000459-
05-000001, File Number:000-23617) and an 8-K on June 2, 2005 (Accession Number:
0001000459-05-000002, File Number: 000-23617).

On June 3, 2005, eCom, through a $100,000 Debtor In Possession Financing
Agreement with American Capital Holdings, Inc., entered into an engagement
agreement to retain the legal services of Kluger, Peretz, Kaplan & Berlin to
represent the Company in its aforementioned reorganization plans. Both of the
financing and legal representation agreements are subject to Bankruptcy Court
approval, which hearing is scheduled for June 6, 2005.

On behalf of eCom, American Capital holdings has filed the requisite filings to
bring eCom current.  The accession number eCom's November 30, 2004 Form 10-QSB
is 0001000459-00-000000, and the accession number for eCom's February 28, 2005
Form 10-QSB is 0001000459-00-000000. eCom's file number is 000-23617.

On May 31, 2005 eCom eCom.com, Inc. filed form 8-K, accession number 0001000459-
05-000001 stating the board of directors of each spin-off company authorized a
100 to 1 reverse split of the outstanding 49,955,112 shares of the following
spin-off companies:

Name of                         SEC/EDGAR             Standard & Poor's
Spin-off Company                CIK No.                  Cusip  No.
-----------------------------   ---------------       -----------------
USA Performance Products, Inc.  CIK 0001321509        90341L 10 2
eSecureSoft Company             CIK 0001321511        296423 10 6
USAS Digital, Inc.              CIK 0001321508        90341K 10 4
Pro Card Corporation            CIK 0001321500        74270Q 10 0
AAB National Company            CIK 0001321506        000303 10 7
A Classified Ad, Inc.           CIK 0001321499        00089Y 10 9
A Super Deal.com, Inc.          CIK 0001321507        00210R 10 6
Swap and Shop.net Corp.         CIK 0001321510        869894 10 5

Each spinoff company will purchase its fractional shares at market price,
thereby resulting in total outstanding shares of 499,503 as of May 27, 2005. The

Record Date for each company is May 27, 2005, and each company's transfer agent
has been instructed to issue and mail all share certificates to the shareholders
of record as of May 27, 2005.

---  end of May 31, 2005 8-K --

                             F-15



PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE A - HISTORY AND  DESCRIPTION OF BUSINESS

On June 2, 2005, eCom eCom.com, Inc. filed form 8-K, accession number
0001000459-05-000002 stating:

In accordance with the terms set forth in the May 27, 2005 eCom eCom.com, Inc.
SEC 8K filing (SEC Accession No. 00010000459-05-000001) the common share
certificates of the below listed spinoff companies were sent via United States
Postal First Class Certified Mail (Return Receipt Requested) today, June 2,
2005, to each of the below listed former subsidiary companies of eCom to all of
the shareholders as of the record date of May 27, 2005.

Name of                             SEC/EDGAR          Standard & Poor's
Company                             CIK No.              Cusip  No.
-------------------------------    --------------     ----------------
USA Performance Products, Inc.     CIK 0001321509       90341L 10 2
eSecureSoft Company                CIK 0001321511       296423 10 6
USAS Digital, Inc.                 CIK 0001321508       90341K 10 4
Pro Card Corporation               CIK 0001321500       74270Q 10 0
AAB National Company               CIK 0001321506       000303 10 7
A Classified Ad, Inc.              CIK 0001321499       00089Y 10 9
A Super Deal.com, Inc.             CIK 0001321507       00210R 10 6
Swap and Shop.net Corp.            CIK 0001321510       869894 10 5

For mail reference purposes, appended herewith, as Exhibit 99.6, is a schedule
of each shareholder last name and the United States Postal Certified Mail
Receipt Number of each shareholder for which one (1) certificate for each of the
above referenced companies was mailed in one (1) United States Postal Certified
Mail envelope.

--  end of June 2, 2005 8-K --

On June 6, 2005, a second bankruptcy status conference was held in front of the
Honorable Judge Steven Friedman.  Two (2) motions were heard with resulting
court approval.  One was an Court Order for eCom to retain the legal services of
Kluger, Peretz, Kaplin & Berlin P.L.  The second Court Order was the approval of
Barney A. Richmond as the new Chief Executive Officer of eComeCom.com, Inc.  Mr.
Richmond has significant experience in corporate and bankruptcy reorganizations.
Judge Friedman's court order included instructions for Mr. Richmond and Kluger
Peretz to commence with the preparation a viable plan of reorganization for
eCom and all of the above described spinoff companies, which process is
significantly underway including the completion of the May 31, 2005 audits and
preparation of the Forms 10-SB for all the above-referenced spinoff companies.
 1145 of the United States Bankruptcy Code allows the Court to use the Exemption
of Securities Laws with respect to a qualified reorganization plan, which the
Debtor and aforementioned subsidiary spinoff companies plan to use, which was
discussed during the aforementioned June 6, 2005 Court Hearing.  The above
described June 6, 2005 Court Orders are appended herein as Exhibit 99.7.
Electronic copies of the May 16, 2005 and June 6, 2005 court transcripts are
available on the eCom website, www.ecomecom.net.

The Company does not have any off-balance sheet arrangements.
                                     F-16
PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION, USE OF ESTIMATES

The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


REVENUE RECOGNITION
Revenue and dividends from investments are recognized at the time the
investment dividends are declared payable by the underlying investment. Capital
gains and losses are recorded on the date of sale of the investment.

CASH
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.


ALLOWANCE FOR DOUBTFUL ACCOUNTS
It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.

DEPRECIATION
Property and equipment are recorded at cost and depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method.


AMORTIZATION
The accounting for a recognized intangible asset acquired after June 30, 2001
is based on its useful life to the Company.  If an intangible asset has a
finite life, but the precise length of that life is not known, that intangible
asset shall be amortized over management's best estimate of its useful life.
An intangible asset with an indefinite useful life is not amortized.  The
useful life to an entity is the period over which the asset is expected to
contribute directly or indirectly to the future cash flows of that entity.

NOTE C - NOTES RECEIVABLE

The company has loans receivable from related parties.  A Classified Ad owes
the Company $2,500 for funds advanced for operations.

NOTE D - LOANS RECEIVABLE RELATED PARTIES

None
                         F-17


PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

NOTE E - PROPERTY AND EQUIPMENT

Equipment is recorded at cost and depreciated over its estimated useful life.
Accumulated depreciation through May 31, 2005 and 2004 2003 is
$315 and $63, respectively.  Depreciation expense for the twelve-months ending
May 31, 2005 and 2004 is $253 and $63, respectively.
Depreciation is included in the cost of sales.

NOTE F - PREPAID EXPENSES

None

NOTE G - INTANGIBLE ASSETS

Management has estimated that the useful life of the intangible asset is five
years.  The Company is amortizing the asset using the straight-line method over
that period.  Accumulated amortization for the twelve months ending May 31, 2005
and 2004 is $19 and $5, respectively.  Amortization expense for
the twelve-months ending May 31, 2005 and 2004 is $14 and $5,
respectively.

NOTE H - OTHER ASSETS

None



NOTE I - STOCKHOLDER LOANS AND NOTE PAYABLE

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

The note payable is a non-interest bearing, non-collateralized note to a
related party.

NOTE J - COMMITMENTS AND CONTINGENCIES

None













                                     F-18

PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004


NOTE K - INCOME TAXES

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception.  The Company's net
operating loss carryforward as of May 31, 2005 totals approximately $31,842.
These carryforwards, which will be available to offset future taxable income,
expire beginning in May 31, 2024.

The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.

The Company accounts for income taxes in accordance with FASB Statement No.
109, Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are
provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related to
certain income and expenses recognized in different periods for financial and
income tax reporting purposes. Deferred tax assets and liabilities represent
the future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits that
are available to offset future taxable income and income taxes, respectively.
A valuation allowance is provided if it is more likely than not that some or
all of the deferred tax assets will not be realized.

NOTE L STOCKHOLDERS' EQUITY

The computation of diluted loss per share before extraordinary item for the
twelve months ended May 31, 2005 does not include shares from potentially
dilutive securities as the assumption of conversion or exercise of these would
have an antidilutive effect on loss per share before extraordinary items.  In
accordance with generally accepted accounting principles, diluted loss per
share from extraordinary item is calculated using the same number of potential
common shares as used in the computation of loss per share before extraordinary
items.













                                     F-19



PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004


NOTE M - DEFERRED TAX ASSET

Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities.  Temporary differences, net operating loss carryforwards
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
                                                    May 31, 2005
                                                    --------------
         Loss carry forward for tax purposes        $      31,842
                                                    ==============
         Deferred tax asset (34%)                          10,826
         Valuation allowance                              (10,826)
                                                    --------------
         Net deferred tax asset                     $           -
                                                    ==============

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carryforward as of May 31, 2005 was approximately $31,842. These
carryforwards, which will be available to offset future taxable income, will
expire through the year 2024.

The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.

NOTE N - RELATED PARTY TRANSACTIONS

The Company has notes payables due to related company entities.  The Company
owes eCom eCom.com, Inc. $78, American Capital Holdings, Inc. $43,161, and
AAB National Company $2,000, for funds advanced for operations.

NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS

The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002.  The statement addresses financial accounting and
reporting for obligations related with the retirement of tangible long-lived
assets and the costs associated with asset retirement.  The statement requires
the recognition of retirement obligations which will, therefore, generally
increase liabilities; retirement costs will be added to the carrying value of
long-lived assets, therefore, assets will be increased; and depreciation and
accretion expense will be higher in the later years of an assets life than in
earlier years.  The Company adopted SFAS No. 143 at January 1, 2002.  The
adoption of SFAS No. 143 had no impact on the Company's operating results or
financial positions.


                                    F-20
PRO CARD CORPORATION
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004

The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets and is effective for financial statements issued for
fiscal years beginning January 1, 2002.  This statement addresses financial
accounting and reporting for the impairment or the disposal of long-lived
asset.  An impairment loss is recognized if the carrying amount of a long-
lived group exceeds the sum of the undiscounted cash flow expected to result
from the use and eventual disposition of the asset group.  Long-lived assets
should be tested at least annually or whenever changes in circumstances
indicate that its carrying amount may not be recoverable.  This statement
does not apply to goodwill and intangible assets that are not amortized.
The Company adapted SFAS No. 144 in the first quarter of 2002.  The adoption
of SFAS No. 144 had no impact on the Company's operating results or
financial position.

In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections"("SFAS No. 145"). SFAS No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness as
extraordinary, requires certain lease modifications to be treated the same as a
sale-leaseback transaction, and makes other non-substantive technical
corrections to existing pronouncements. SFAS No. 145 is effective for fiscal
years beginning after May 15, 2002. SFAS No. 145 was adopted on June 1, 2003
and did not have a material effect on the Company's financial position or
results of operations.

NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" and is effective for
financial instruments entered into after May 31, 2003.  This Statement
establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity.  It requires that an issuer
classify a financial instrument that is within its scope as a liability because
that financial instrument embodies an obligation of the issuer.  The Company
has adopted SFAS No. 150 and the adoption has had no impact on the Company's
operating results or financial position.

Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre- SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS
No.142, intangible assets with definite useful lives will be amortized to their
estimated residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite useful
lives will be tested for impairment annually in lieu of being amortized. The
impact of adopting SFAS Nos. 141 and 142 will not cause a material change in
the Company's consolidated financial statements as of the date of this report.




                                     F-21

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

During the last two fiscal years, the Company has not had any changes in
or disagreements with its accountants.

Item 8A. Controls and Procedures.

EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS:
Within the 90 days prior to the date of this Annual Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures'("Disclosure Controls").  This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer/Chairman
("CEO")and Chief Financial Officer ("CFO").  As a result of this review, the
Company adopted guidelines concerning disclosure controls and the establishment
of a disclosure control committee made up of senior management.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS:
The Company's management, including the CEO/CHAIRMAN and CFO, does not expect
that its Disclosure Controls or its 'internal controls and procedures for
financial reporting' ("Internal Controls")will prevent all error and all fraud.
control system, no matter how well conceived and managed, can provide only
reasonable assurance that the objectives of the control system are met.  The
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control.  The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate.  Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not
be detected.

CONCLUSIONS:
Based upon the Controls Evaluation, the CEO/CHAIRMAN and CFO have concluded
that, subject to the limitations noted above, the Disclosure Controls are
effective to timely alert management to material information relating to the
Company during the period when its periodic reports are being prepared.

In accordance with SEC requirements, the CEO/CHAIRMAN and CFO note that, since
the date of the Controls Evaluation to the date of this Annual Report, there
have been no significant changes in Internal Controls or in other factors that
could significantly affect Internal Controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.
                                    42

PRO CARD CORPORATION
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS.

The following individuals are our executive officers and the members of our
board of directors.  Each director is elected at our annual meeting of
shareholders and holds office until the next annual meeting of shareholders, or
until his or her successor is elected and qualified.  Our by-laws permit the
board of directors to fill any vacancy and such director may serve until the
next annual meeting of stockholders or until his or her successor is elected
and qualified.  The board of directors elects officers annually and their terms
of office are at the discretion of the board.

Name                    Age                    Positions Held
---------------------   ---             ---------------------------------
Barney A. Richmond       53                Chairman/Treasurer/Secretary

James W. McCabe          59                Co-Chairman/Co-CEO

Richard J. Bednar        48                President

Brice E. Bogle           48                Chief Financial Officer

Richard C. Turner        45                Director

Barney A. Richmond, 53,is the Chairman, Secretary and Treasurer of the Company.
From 1985 to the present, Mr. Richmond has been an independent advisor and
investor in assisting companies, as well as individuals, regarding public
offerings, mergers, reverse mergers and a variety of corporate financing issues.
Mr. Richmond has also been an investor in numerous reorganizations and business
turnarounds, including many substantial bankruptcy reorganizations. Mr. Richmond
has been a member of the Boards of Directors of The Richmond Company, Inc.,
Benny Richmond, Inc., 877 Management Corporation, King Technologies, Inc., King
Radio Corporation, United States Financial Group, Inc., JSV Acquisition
Corporation, Chase Capital, Inc, Berkshire International, Inc. and Dunhall
Pharmaceuticals, Inc.

James W. McCabe, 59, Co-Chairman and Co-CEO. Mr. McCabe graduated from Trinity
University, San Antonio, Texas in 1967 with a Bachelors of Arts Degree. He
served as a helicopter pilot in the United States Marine Corps from 1967 through
1972. Mr. McCabe has over twenty years of experience in the petroleum industry
in executive management, financial and corporate development capacity. He was a
co-founder of SanAnco Energy in 1981, the predecessor of Maverick Energy Group.
He has been an independent investor in oil and gas since 1975. Since 1979 he has
devoted his entire efforts to the oil and gas industry as an independent oil and
gas producer operating in Texas, Oklahoma, Kansas and Ohio. Mr. McCabe has been
responsible for the development of many novel tools and techniques for short
radius horizontal drilling, some of which are now patented Mr. McCabe has worked
to acquire, develop and commercially use short radius short radius drilling
through companies helped found, including, Horizontal Systems Inc., Directional
Drilling Systems, Inc., Sidewinder Tools Corporation and Vector Drilling
Company.

Richard J. Bednar,48, is the President of the Company. Mr. Bednar is a Certified
Public Accountant and holds a Bachelor's of Accounting degree from Oral Roberts

                                    43
PRO CARD CORPORATION
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS (CONTINUED)

University and a Master of Science degree with specialization in Taxation from
the University of Tulsa.  He has over twenty years experience in the field of
international public accounting and corporate finance, and has arranged and
structured a wide array of commercial loans and credit enhancement facilities
involving a broad cross section of public, private, commercial, institutional
and industrial participants. During the period from June 1996 through January
1999, Mr. Bednar served as Managing Director of American Express Tax & Business
Services(Oklahoma), a subsidiary of American Express. Since leaving American
Express Tax & Business Services, Mr. Bednar formed Business & Financial
Consultants, LLC, ("BFC") which provides specialized tax, investment, estate
finance and business consulting services. In addition to his position as
Managing Director of BFC, Mr. Bednar currently  serves as President of BCS
Capital Services, Inc. which is a capital finance company specializing in
assisting middle market companies in obtaining start up and business expansion
capital.

Brice E. Bogle, 48, is the CFO of the Company. Mr. Bogle is a Certified Public
Account, a Certified Valuation Analyst and a Certified Forensic Examiner. He
earned a Bachelor of Science in Business Administration - Accounting from the
University of Arkansas in 1981. He has twenty-three (23) of experience in the
field of international public accounting and consulting. He has consulted with
many of the leading financial institutions in the country in the reorganization
of troubled companies. In 2000 he formed Business & Financial Consultants,
LLC("BFC"). Through BFC he continues to provide consulting services to some of
the nation's largest financial institutions and an array of the other private
and public companies. In addition, he is Senior Partner of Bogle, Hill and
Keiser, Certified Public Accountants. Mr. Bogle is on the Oklahoma Society of
CPA Committee for Business Valuation and Litigation Support.

Richard C. Turner, 45, Director. From September 1990, until he joined the
Company in June 2001, Mr. Turner worked as in the offices of Glenn G. Schanel,
CPA, assisting clients with accounting, tax and office technology issues.  A
1981 graduate of Rutgers University, Mr. Turner attended graduate school at New
York University until 1989.  From May 1989 until September 1990 Mr. Turner
served as Vice President of Finance at First American Bank, Lake Worth, FL,
where he was responsible for financial reporting, budgeting, and cost
accounting.

A Code of Ethics that applies to our chief executive and senior financial
officers, as well as a Code of Business Conduct and Ethics that applies to all
employees, have been drafted and presented to our Board of Directors for
review.  Both Codes will be considered for adoption by the Board of Directors
at its next meeting.

ITEM 10. EXECUTIVE COMPENSATION.

To date, the Company has not paid any compensation to any director or executive
officer.  No arrangements have been made for compensation of Directors of the
Company.



                                    44

PRO CARD CORPORATION
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

As of the date of this filing, there are a total of 5,499,503 shares of the
Company's stock outstanding, all of which are common stock.  The table below
shows the number of shares of common stock held by (a) each director and
executive officer of the Company, (b) the directors and executive officers of
the Company as a group, and   each person known by us to be the beneficial
owner of more than 5% of the Company's outstanding stock.

                                              Number of        % of Shares
Name and Address                              Shares Owned     Outstanding
----------------                              --------------   -----------
Barney A. Richmond, Chairman, Secretary, &             0                 0
601 Seafarer Cir.             Treasurer
Jupiter, Florida 33477

Richard C. Turner, Director                      47,194               .9
4200 Oak Street
Palm Beach Gardens, Florida 33410

American Capital Holdings, Inc.
100 Village Square Crossing, Suite 202
Palm Beach Gardens, Florida 33410              5,016,271             91.2

James W. McCabe, Jr.,Co-Chairman, Co-CEO               0                0
P.O. Box 2289
Naples, Florida 34106

Richard J. Bednar, President                           0                0
8988 S. Sheridan Suite L, #356
Tulsa, Oklahoma 74133

Brice E. Bogle, CFO                                    0                0
408 N. Sweet Gum Ave.
Broken Arrow, Oklahoma 74012
                                             ------------           -------
All Directors & Executive Officers
     as a group (7 persons)                       47,194               .9

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There have been no transactions, and there are no proposed transactions,
between the Company and any of its Directors, executive officers or beneficial
owners of five percent or more of the Company's Common Stock, or any member of
their immediate families, as to which the Director, officer, beneficial owner,
or family member had a material interest.






                                    45



PRO CARD CORPORATION

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit No.        Description

     Exhibit 3.1   Amended Articles of Incorporation of the company filed
                   January 21, 2004 (incorporated by reference to the Company?s
                   Form 10SB)

     Exhibit 3.2   Bylaws of the Company (incorporated by reference to the
                   Company?s Form 10SB)

     Exhibit 31.1  Certification required under Section 302 of
                   the Sarbanes-Oxley Act of 2002 by the CEO

     Exhibit 31.2  Certification required under Section 302 of
                   the Sarbanes-Oxley Act of 2002 by the CFO

     Exhibit 32    Section 1350 Certification

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

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

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

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

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

     Exhibit 99.6  List of Shareholders as of May 31, 2005 who received
                   spinoff shares and corresponding Certified Mail numbers
                   of Share Certificates mailed June 2, 2005(incorporated by
                   reference to the Company's Form 10SB)

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

PRO CARD CORPORATION

(b) Reports on Form 8-K:
    The Company filed no reports on Form 8-K during the period covered by this
    report.

                                    46
PRO CARD CORPORATION
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

The aggregate fees billed to the Company for professional services rendered for
the audit of the Company?s annual financial statements, review of the Company?s
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $1,260 for
the fiscal year ended May 31, 2005, and $0 for the fiscal year ended May 31,
2004.

Other Fees.

Other fees billed to the Company by accountants for consultation services,
research and client assistance totaled $225 for the fiscal year ended May 31,
2005, and $0 for the fiscal year ended May 31, 2004.

SIGNATURES

Signatures

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned hereunder duly authorized.




Pro Card Corporation

July 21, 2005                               By:  /s/ Barney A. Richmond
                                                  Barney A. Richmond
                                                  President

                                                  /s/ Richard C. Turner
                                                  Richard C. Turner
                                                  Chief Financial Officer

















                                    47

PRO CARD CORPORATION

Exhibit 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Barney A. Richmond, certify that:

1. I have reviewed this annual report on Form 10-KSB of Pro Card Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;

 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this  report
(the "Evaluation Date"); and

 c) presented in this report our conclusions about the effectiveness  of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):

 a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.

6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: July 1, 2005

/s/ Barney A. Richmond
--------------------------
Barney A. Richmond
President


Exhibit 31.2

CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard C. Turner, certify that:

1. I have reviewed this report on Form 10-KSB of Pro Card Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;

 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

 c) presented in this annual report our conclusions about the effectiveness
 of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):

 a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.



PRO CARD CORPORATION

Exhibit 31.2

CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(CONTINUED)


6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: July 21, 2005

/s/ Richard C. Turner
---------------------------
Richard C. Turner
Treasurer


Exhibit 32
CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

In connection with the Registration Statement of Pro Card Corporation, a
Florida corporation (the "Company"), on Form 10-KSB for the period ending May
31, 2005 as filed with the Securities and Exchange Commission (the "Report"),
Barney A. Richmond, President of the Company and Richard C. Turner, Chief
Financial Officer of the Company, respectively, do each hereby certify, pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to his
knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

      /s/    Barney A. Richmond

      Barney A. Richmond
      President
      July 21, 2005

      /s/     Richard C. Turner

      Richard C. Turner
      Treasurer
      July 21, 2005




[A signed original of this written statement required by Section 906 has been
provided to Pro Card Corporation and will be retained by Pro Card Corporation
and furnished to the Securities and Exchange Commission or its
staff upon request.]

Exhibits to Form 10-KSB will be provided to shareholders of the Registrant upon
written request addressed to Pro Card Corporation, 100 Village Square
Crossing, Suite 202, Palm Beach Gardens, Florida 33410. Any exhibits furnished
are subject to a reasonable photocopying charge.

The Securities and Exchange Commission has not approved or disapproved of this
Form 10-KSB nor has it passed upon its accuracy or adequacy.

Exhibit 31.2

I, Richard C. Turner, certify that:

(1) I have reviewed this Annual Report on Form 10-KSB of Pro Card Corporation;
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: July 21, 2005

   /s/ Richard C. Turner
---------------------------
Richard C. Turner, Chief Financial Officer

Exhibit 32
In connection with the Annual Report of Pro Card Corporation (the "Company") on
Form 10-KSB for the period ending May 31, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), Barney A. Richmond,
President of the Company, and Richard C. Turner, Treasurer of the Company,
certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

     (1)     the Report fully complies with the requirements of Section 13(a)
             or 15(d) of the Securities Exchange Act of 1934; and

     (2)     the information contained in the Report fairly presents, in all
             material respects, the financial condition and result of operations
             of the Company.


           /s/ Barney A. Richmond
          -----------------------
       Barney A. Richmond, President
       July 21, 2005


           /s/ Richard C. Turner
          -----------------------
       Richard C. Turner, Chief Financial Officer
       July 21, 2005





[A signed original of this written statement required by Section 906 has been
provided to Pro Card Corporation and will be retained by Pro Card Corporation
and furnished to the Securities and Exchange Commission or its staff upon
request.