U. S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                               Form 10-KSB
             ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended May 31, 2004

                    Commission File Number 33-96638-A
                            eCom eCom.com, Inc.
------------------------------------------------------------------------
              (Name of small business issuer in its charter)

          Florida                                       65-0538051
-------------------------------------       ----------------------------
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                       8125 Monetary Drive, Suite H4
                       Riviera Beach, Florida  33404

                 (Address of principal executive offices)

                              (561) 622-4395

                       (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) 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 will not 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. [ ]

State issuer's revenue for its most recent fiscal year. [ $62,034 ]

State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. [ $6,175,293 ]


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, 2004, the
issuer had 49,955,112 shares of common stock, $.0001 Par Value, outstanding.]

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




                              TABLE OF CONTENTS

                                    PART I
                                                                        Page
Item 1.  Business of the Company                                          1

Item 2.  Properties                                                      10

Item 3.  Legal Proceedings                                               10

Item 4.  Submission of Matters to a Vote of Security Holders             11

                                   PART II

Item 5.  Market for the Registrant's Common Equity and Related
         Shareholder Matters                                             11

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       12

Item 7.  Financial Statements                                            14

Item 8.  Disagreements on Accounting and Financial Disclosures           41

                                   PART III

Item 9.  Directors and Executive Officers of the Registrant              41

Item 10. Executive Compensation                                          43

Item 11. Security Ownership of Certain Beneficial Owners and Management  44

Item 12. Certain Relationships and Related Transactions                  45

                                  PART IV

Item 13. Controls and Procedures                                         50

Item 14. Exhibits, Financial Statements and Reports on Form 8-K          52
         Additional Information*

                                 Signatures                              56

                                Certification                            57


* This document incorporates into a single document the requirements of the
Securities and Exchange Commission for the Annual Report to Stockholders and
the Form 10-KSB.






Special Note Regarding Forward-Looking Statements

Certain statements in this report and elsewhere (such as in other filings by
the Company with the Securities and Exchange Commission ("SEC"), press
releases, presentations by the Company or its management and oral statements)
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended
to identify these forward-looking statements.  The Company's actual results
could differ materially from those anticipated in these forward-looking
statements.  Factors that might cause or contribute to such differences
include, among others, competitive pressures, the growth rate of the paint-
ball industry and electronic commerce, constantly changing technology and
market acceptance of the Company's products and services.  The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

                                   PART I

ITEM 1. BUSINESS OF THE COMPANY

eCom eCom.Com, Inc. ("eCom") and its 10 wholly-owned subsidiaries,
USA SportsNet Company ("USASN")(formerly US Amateur Sports Company ("USASC")),
USA Performance Products, Inc. ("USAPP"), eSecureSoft Company, USAS Digital,
Inc, Pro Card Corporation, AAB National Company, A Classified Ad, Inc., Swap
and Shop.net Corp., and A Super Deal.com, Inc. combined, are usually referred
to as "the Company", "it" or "eCom". The Company's main office is located at
8125 Monetary Dr., Suite H4, Riviera Beach, Florida 33404, and the telephone
number is (561) 622-4395.

The Company was incorporated in the State of Florida on June 14, 1994. eCom
recently changed its direction to focus on its 10 current business segments;
allowing the management and employees the opportunity to operate each segment
independently. Also, to have the ability for each segment, to raise its own
funding for growth and expansion.

Shareholders who maintain their shares in ECEC will be entitled to a pro-rata
share of each spin-off as it occurs.  Meaning you must own ECEC stock on the
Date of Payment (Distribution). The Company wishes to stress that each spin off
may have a different Date of Payment.  For clarity purposes, the Date of Record
which is set first, determines the outstanding shares eligible for the spin-off
shares by attaching a "Due Bill" to them (this will be done by the transfer
agent.) If shares are transferred or sold before the Date of Payment, the new
shares belong to the new owner.  It urges all shareholders to be patient as
this type of transaction has many steps and takes time.

These spin offs should bring additional value to all ECEC shareholders when
completed.  Not only will each new spin off company be an additional holding
for every shareholder but as an additional benefit the Company is applying to
the IRS for it to be treated as a tax free distribution.


                                     1

The Company plans to apply for listings on the AMEX as soon as each company can
qualify.  As you can see there are many steps that the Company must take, so
again, all investors are asked to be patient as the spin off plan was
undertaken for all shareholder's benefit.  Fractional shares, if any, will be
paid for in cash to each shareholder entitled.

Over the past several years, two realities have been made clear: 1) investor
appetite for technology stocks diminished; and 2) e-commerce spending declined.
eCom restructured its business operations to preserve the Company's future in
these difficult markets.  This transformation continues today.  As a result of
this focused execution, we believe we have set the stage to propel eCom's
future business.  The restructuring consists of creating business segments by
seeking management and operational partners for each company, either through a
merger or spin-off.

The current business model was revised with the intention to eventually
separate the previously operated programs, for the purpose of allowing each of
the ten business segments the opportunity to grow on its own.  The company
realizes that it presently does not have the proper resources to develop all
ten segments simultaneously and is looking towards a partnership for each
business segment so that it may obtain the necessary outside resources.  The
separation was also a result of past experiences which indicated that potential
business partners desire to be involved with only one of the business segments.

The Company's new mission is to make all business segments grow, expand and
become profitable through affiliations or mergers with other successful
companies and ultimately increase shareholder value.  However, if and when
this is accomplished, it is the Company's intention to use a pro-rata basis
to distribute any new shares to the then current eCom shareholders.

The Company's operating results continue to reflect the temporary cessation of
revenues caused by discontinuing these businesses.  However, due to the recent
agreements and alliances with some established and strong partners, the
Company has regained its confidence.

Historical Information

The Company cancelled all of its previous partnerships and teaming agreements.
The Company's reengineering dictated that time be directed towards implementing
the new business strategy.  As discussed herein, the current operating results
reflect this temporary cessation of revenues.  However, we believe that the
potential revenue and profit to be realized from our focus on the spin off plan
will confirm that the current lull in revenue generation is a minor
inconvenience.

NATURE OF OPERATIONS

The results of its operations during the twelve months ended May 31, 2004 were a
reflection of the continued evolution of its new business model.

As eCom continues to change its direction to focus on locating target companies
to partner, merge with or acquire for its ten business segments. USA SportsNet,
Inc. has signed an Asset Purchase Agreement with American Capital Holdings, Inc.
The new company assumed the name American Capital Holdings, Inc.

                                     2
This plan was undertaken to allow management and employees the opportunity to
operate each segment independently. Also, to have the ability for each segment,
to raise its own funding for growth and expansion.

All ten (10) business subsidiaries have been spun off into independent operating
public companies effective June 4, 2004.  They are described within this
section.

As previously stated, the company realized that it did not have the proper
resources to develop all ten of its business segments in a timely manner. Thus,
decided to look towards a spin-off or partnership so that it may obtain the
necessary outside resources. Also, there were indications that potential
business partners desired to be involved with only one of eCom's many business
segments.

The Company has identified prospective companies which will allow several
business segments to grow, expand and become profitable through an acquisition,
affiliation or partnership and become of more value to shareholders.  However,
if and when these spin offs are accomplished, it is the company's intention to
make them independent full trading public companies and to use a pro-rata basis
to distribute any new shares to current eCOM shareholders.

eCom eCom's subsidiaries which have been spun off are listed below:

1.  USA Performance Products, Inc. (Operating)
2.  eSecureSoft Corp.  (Soon to be operating)
3.  USA SportsNet Company (n/k/a American Capital Holdings, Inc.)
4.  MyZipSoft, Inc. (n/k/a/ Freedom 4 Wireless, Inc.)
5.  USAS Digital, Inc.
6.  Pro Card Corporation
7.  AAB National Company
8.  A Classified Ad, Inc.
9.  Swap and Shop.net Corp
10. A Super Deal.com, Inc.

Shareholders who maintain their shares in ECEC will be entitled to a pro-rata
share of each spin-off as it occurs.  Meaning you must own ECEC stock on the
Date of Payment.  The Company wishes to stress that each spin off may have a
different Date of Payment.  For clarity purposes, the Date of Record which is
set first, determines the outstanding shares eligible for the spin-off shares
by attaching a "Due Bill" to them (this will be done by the transfer agent.) If
shares are transferred or sold before the Date of Payment, the new shares
belong to the new owner.  It urges all shareholders to be patient as this type
of transaction has many steps and takes time.

These spin offs should bring additional value to all ECEC shareholders when
completed.  Not only will each new spin off company be an additional holding
for every shareholder but as an additional benefit the Company is applying to
the IRS for it to be treated as a tax free distribution.

The Company plans to apply for listings on the AMEX as soon as each company can
qualify.  As you can see there are many steps that the Company must take, so
again, all investors are asked to be patient as the spin off plan was undertaken
for all shareholder's benefit.  Fractional shares, if any, will be paid for in
cash to each shareholder entitled.

                                     3
Over the past several years, two realities have been made clear: 1) investor
appetite for technology stocks diminished; and 2) e-commerce spending declined.
eCom restructured its business operations to preserve the Company's future in
these difficult markets.  This transformation continues today.  As a result of
this focused execution, we believe we have set the stage to propel eCom's
future business.  The restructuring consists of creating business segments by
seeking management and operational partners for each either through a merger or
spin-off.

1. USA SportsNet, Inc. (American Capital Holdings, Inc.)

USA SportsNet is an Internet portal that was intended to enable amateur
athletes and their high school and youth athletic organizations to access
information, products and services to support their sports activities.
Development of the USA SportsNet concept was previously deferred in order to
focus on its electronic commerce concepts. The Company's current business plan
does not contemplate any further development of this concept. Management's
interest in developing electronic commerce concepts grew from its successful
use of the Internet to market paintball products and its intention to extend
this use by launching an Internet amateur sports network, USA SportsNet.

However, an online correspondence course is presently available to provide youth
sports organizations with a convenient and cost-effective means of ensuring that
volunteers are qualified to coach young athletes. It is maintained through an
agreement with the North American Youth Sport Institute. (NAYSI)

About American Capital Holdings, Inc. (formerly USA SportsNet)

History.  American Capital Holdings, Inc.(ACH) was incorporated in the State of
Florida on January 25,1999 as US Amateur Sports Company, a wholly owned
subsidiary of eCom eCom.com, Inc.("eCom") which trades on the OTC/Bulletin
Board under the symbol 'ECEC.' On March 24, 2003, the Company changed its name
to USA SportsNet, Inc. (USASN), and recently changed its name to American
Capital Holdings, Inc. in connection with its spin off by eCom and its
acquisition of certain assets of a company formerly known as American Capital
Holdings, Inc. (now known as ACHI, Inc.)  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) 622-4395.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of
USASN.  They voted to issue to the shareholders of eCom one share of the Company
for every one share of eCom owned as of the record date of January 5, 2004.
Fractional shares will be purchased by the Company. No payment was required of
the eCom shareholders.

Acquisition from American Capital Holdings.  After the spin off of the Company
was completed, the Company was presented with an opportunity to acquire certain
assets of American Capital Holdings, Inc. (now known as and referred to
hereafter as ACHI) On January 12, 2004, the Company entered into an Asset
Purchase Agreement with ACHI whereby the Company acquired certain assets of ACHI
in return for the issuance of common stock of the Company in an amount equal to
83.3% of the total ownership of the Company.  In order to accomplish this
transaction, the Company effected a 20 to 1 reverse stock split, which reduced
its outstanding stock to 2,497,756 shares, and issued to ACHI 12,457,356 shares.
The Company then changed its name to American Capital Holdings, Inc., and ACHI
changed its name to ACHI, Inc.  In addition, the Company agreed to reserve
                                     4

35,000,000 of its authorized, but unissued shares, for issuance pursuant to a
public offering, this includes an issue of 2,093,351 shares to Spaulding
Ventures, LLC, or its shareholders, in replacement of the shares of ACHI issued
or to be issued to Spaulding in connection with a prior acquisition of assets by
ACHI from Spaulding (see "Acquisition of Spaulding").  The proceeds of the
public offering are to be used to acquire additional interests in some of the
companies in which the Company currently holds an ownership interest, to provide
capital to those companies, and to acquire interests in other businesses of
interest to the Company, which have not yet been identified.

Assets Acquired from American Capital Holdings.  The assets acquired from ACHI
consist primarily of approximately $10.8 million of investment interests in ten
developing companies (described below), approximately $3.2 million of restricted
securities, approximately $233,000 of marketable securities, approximately
$100,000 in cash, and proprietary investment programs known as Energy Tax
Incentive Preferred Securities ("ETIPS")and Guaranteed Principal Insured
Convertible Securities ("GPICS") which ACHI had developed and specifically
designed to facilitate investment in oil and gas exploration in the United
States, and in developing companies.

Acquisition of Spaulding.  On December 30, 2003, prior to the Company's
acquisition from ACHI, ACHI entered into a letter agreement with Spaulding
Ventures, LLC, pursuant to which ACHI agreed to acquire all of Spaulding's
assets in return for 2,093,351 shares of ACHI common stock, plus warrants to
purchase a total of 209,335 additional shares of ACHI common stock at a purchase
price of $6.00 per share. As part of its acquisition from ACHI of the assets
ACHI acquired from Spaulding, the Company has agreed to replace the shares and
warrants issued by ACHI with shares and warrants of the Company.  In order to
facilitate the distribution of these securities by Spaulding to its
shareholders, the Company intends file a Registration Statement with the
Securities and Exchange Commission registering the distribution to Spaulding's
shareholders of both the acquisition shares and the shares to be issued upon
exercise of the warrants.

Assets Acquired from Spaulding.  The assets acquired by ACHI from Spaulding, and
subsequently acquired by the Company from ACHI, consist primarily of equity
ownership positions in ten developing companies including Spaulding.

Spaulding Ventures
Overview
Spaulding Ventures LLC, a Delaware limited liability company (the "Fund"), was a
private equity fund that provides early and interim-stage financing to
entrepreneurs to launch and develop growth businesses and that provides
financing to established young companies as they grow toward maturity.  The Fund
invests in enterprises with solid disciplines and characteristics that are
essential to building strong companies: top flight management; necessary and
adequate financing; critical products or services; demand-pull markets;
effective strategic planning and alliances; and excellent business, marketing
and sales plans.

The Fund provides investors with an opportunity to participate in venture
financing of a diversified portfolio of start-up and emerging companies with
potentially significant operating success and also provides investors with an
ability to capitalize on the Fund's affiliation with several existing venture
capital and investment banking entities investing in similar sectors.
                                     5

Portfolio Areas of Interest
Medical
*     Healthcare Related Applications and Services

Technology
*     High and Low Technology Fundamental Industries
*     Software and Hardware Advances
*     Proprietary and Intellectual Property Content

Financial Services
*     Financial Services Industry
*     Application Service Providers

Fundamental Industries
*     Petroleum and Energy Related Industry
*     Other sound industries for investment and diversification

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2. Freedom 4 Wireless, Inc. (formerly MyZipSoft, Inc.)

Under Agreement

Development and distribution of software.  Its first product is a high-
compression software called MyPhotoZip (TM).  The Company considers this product
"the ultimate image compression tool", that enables compression of still images
up to 2000 to 1 without loss of quality. This has increased from 1500 to 1. The
Company is also developing other cutting edge applications including video
compression which could be introduced later this year.  The Company has entered
into a marketing agreement with Digital River for its on-line sales of
MyPhotoZip (TM).

Freedom 4 Wireless, Inc. (F4W) was incorporated in the State of Florida on
February 23, 2003 as MyZipSoft, Inc., a wholly owned subsidiary of eCom
eCom.com, Inc.("eCom") which trades on the OTC/Bulletin Board under the symbol
'ECEC.' On December 12, 2003, the Company changed its name to Freedom 4
Wireless, Inc. F4W's main office is located at 14 East Washington Street,
Orlando, FL.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of
MZS. They voted to issue to the shareholders of eCom one share of the Company
for every one share of eCom owned as of the record date of February 23, 2004.
Fractional shares will be purchased by the Company. No payment was required of
the eCom shareholders.

An Asset Purchase Agreement was signed on January 22, 2004 between MyZipSoft,
Inc. hereinafter "MZS" and Freedom 4 Wireless, Inc. herein after "F4W".

Whereas, Pursuant to an Agreement between parties on 11/28/03, MZS was desirous
to purchase certain assets of Freedom 4 Wireless, Inc. in order to avail itself
of F4W's expertise, background and knowledge of, but not limited to, creative
management, spin offs, wireless technology, securities, structuring of joint
ventures and acquisitions.

                                    6

ECEC has recently reopened negotiations with F4W as they are now desirous of
becoming an independent private company.  In essence, the original agreement
will be cancelled and a new one signed.  Although the Company can't predict the
final outcome, it can assure shareholders that it will not lose any assets other
that general operating costs during this period which is insignificant.

-----------------------------------------------------------------------

Background of eCom's other eight operating subsidiaries.

The Company cancelled almost all of its previous partnerships and teaming
agreements. The Company's reengineering dictated that time be directed towards
implementing the new business strategy.  As discussed herein, the current
operating results reflect this temporary cessation of revenues.  However, we
believe that the potential revenue and profit to be realized from our focus on
the spin off plan will confirm that the current lull in revenue generation is a
minor inconvenience.

----------------------------------------------------------------------
3. USA Performance Products, Inc.

Background

Paintball is a sport in which each contestant attempts to remove the
other contestants from the game by marking them with a capsule from the
paintball marker while at the same time trying to avoid being removed from the
game himself.  The game can be played either indoors or outdoors and, except for
the paintball marker and face mask, it does not require extensive equipment.
There are many different ways to play paintball.  In general, a player uses the
marker to "shoot" at other players or at specific targets.  It is most often
played as a team event.  Some universities have adopted the sport as a course
offering for the teaching of team building skills. Corporations view the game as
an opportunity for employees to increase leadership and communication skills, to
exercise and to have fun.  Paintball conceived in 1981, is played in over 40
countries  and has its own annual World Cup event.

Viper M1 Paintball Gun

USA Performance Products, Inc., Riviera Beach, Florida
Product Line:  Manufacture and distribution of the Viper M1 paintball gun line.
An M16 look alike gun which fires in all weather and is made entirely in the
USA.

In 1996, we purchased certain assets of Performance Paintball Products,
Inc. of Riviera Beach, Florida.  These assets consist of plans, inventory,
property and equipment, including the tools and dies necessary to manufacture
the Viper M1.  The assets also include exclusive rights to the related names
and technology.

-----------------------------------------------------------
4. eSecureSoft Corp.

Background

On April 18, 2002 the Company announced that they had entered into a teaming
agreement with Image Soft, Inc. of Brooksville, Florida under which the two
                                     7

companies will work together to market innovative compression technology.
Business opportunities will be identified and pursued with the intent of
entering into agreements for the provision of Image Soft's and eSecureSoft's
respective product and service offerings. The agreement includes a structure
For revenue sharing between the two companies.

On June 18, 2002 the Company signed a teaming agreement with World Data Group
LLC, of Boca Raton, Florida.  The agreement provides revenue sharing in the
amount of 10% of all World Data Group's income derived from MeVis Technology
integrations.  In addition, any of the integrated products to be offered for
commercial sale will be made available to eSecureSoft to resell.

-----------------------------------------------------------
5.	USAS Digital, Inc

Background


The Z Box (tm) project has been placed on hold until a partner can be located.
The Z Box (tm) has an additional competitive advantage derived from its unique
combination of high-compression software and Syndeos (tm) synchronization
software.  USAS Digital, Inc. ("USADI" or "the Company") believes that there is
no other product available with the performance capabilities of the Z Box (tm).
Further development depends on obtaining the necessary funding.

-----------------------------------------------------------
6.	Pro Card Corporation

Background

ProCard/ComCard is a prepaid telephone card concept with features geared to the
youth market.  Designed to be marketed through youth sports organizations, the
ProCard is programmed with speed-dial numbers to quickly reach family members
and other important emergency contacts, such as the family doctor, in the event
of injury.  Mailboxes can be speed-dialed to access emergency medical
information such as blood type, allergies and special medical conditions. The
accompanying ComCard is retained by parents to control the speed-dial numbers
programmed into the ProCard.

On February 27, 1998 we acquired certain assets of Amateur Athletes of
America, Inc. in a tax-free exchange of assets for stock.  We acquired all
rights to the ProCard and ComCard plus certain Internet-based sports equipment
exchange concepts in exchange for 1,000,000 shares of Common Stock.  The ProCard
and ComCard are prepaid telephone cards with unique emergency medical features
which are marketed through youth athletic organizations.  A portion of the
stock was used for payment of a note held by Amateur Athletes of America.

-----------------------------------------------------------
7.  AAB National Company

Background

All American Bowl

The All American Bowl is a high school senior football all-star game, last
                                     8

played in 1997 when it was broadcast by the Sunshine Network and FOX SportsNet
to over 40 million households. The game showcases the top college football
recruits in the nation. We expect to be able to sell the rights to the All
American Bowl because we believes that the event has the potential to attract
sufficient sponsorship to achieve profitability or to become a component of a
corporate marketing program.

Major sponsors of the 1997 All American Bowl included Coca-Cola, Adidas
and Schutt Sports.  We think that the very positive response to the game in 1997
is an indication that this event has the potential to attract sufficient
sponsorship in the future to contribute to Company profitability. However, we
now view the game as a special component of our future marketing programs rather
than as a separate profit center.

-----------------------------------------------------------
8.	A Classified Ad, Inc.

Background

The Company acquired the rights to the completed technology, customer lists and
domain name for the AClassifiedAd web site.  The purchase prices of $10,000 and
it has been recorded as intangible assets.

On February 6, 1999, the Company acquired the AClassifiedAd web site. This
acquisition included the rights to the completed technology, customer lists and
domain name.  Included in the purchase of the AClassifiedAd web site were the
rights to the Official NP Magazine, a monthly Internet consumer report provided
to subscribers via e-mail.  The purchase prices of these sites have been
recorded as intangible assets in the Company's financial statements.


-----------------------------------------------------------
9.	Swap and Shop.net Corp

Background

On February 12, 1999, the Company acquired the rights to the completed
technology, customer lists and domain names for the Swap and Shop web site.
The purchase price of $1,200, has been recorded as intangible assets.


-----------------------------------------------------------
10.	A Super Deal.com, Inc.

Background

We previously executed an agreement to acquire Star Dot Marketing, Inc. (SDMI)
which offers a complete line of guaranteed authentic, hand-signed sports
memorabilia and other sports products.  On February 3, 2000 we entered into a
Stock Exchange Agreement with the shareholders of Star Dot Marketing, Inc.
("SDMI") which provides for the transfer of all the outstanding Common Stock of
SDMI to eCom in exchange for 675,000 shares of our Common Stock.

---------------------------------------------------------------------

                                     9
The Company cancelled almost all of its previous partnerships and teaming
agreements.  The Company's reengineering dictated that time be directed towards
implementing the new business strategy.  As discussed herein, the current
operating results reflect this temporary cessation of revenues.  However, we
believe that the potential revenue and profit to be realized from our focus on
the spin off plan will confirm that the current lull in revenue generation is a
minor inconvenience.


ITEM 2. PROPERTIES

The Company does not own any real property. USA Performance Products, Inc.
leases approximately 2,860 square feet of office and warehouse space located
at 8125 Monetary Drive, Suite H-4, Riviera Beach, Florida.  This space
provides facilities for the manufacture and warehousing of its paintball
products.   The facility is being rented on a monthly basis. The rental rate is
$1,855 per month including sales tax.

The corporate offices of eCom eCom.com, Inc. are also located at 8125 Monetary
Drive, Suite H-4, Riviera Beach, Florida.  The company's prior lease at
2700 PGA Boulevard, Suite 103, Palm Beach Gardens, Florida expired on
March 31, 2004. The rental rate including sales tax was $2,870 per month.

All of its office and warehouse facilities are currently leased pursuant to
agreements with unaffiliated parties.

The Company maintains inventories that consist principally of finished goods
and work-in-process inventory related to the manufacture of the Viper M1
paintball marker and its accessories.  The Company owns tools, dies and
fixtures for the manufacture of paintball products.  Other properties consist
of computer hardware and software and furniture, fixtures and equipment.


ITEM 3. LEGAL PROCEEDINGS

The Company is party to lawsuits in the normal course of business. Litigation
can be expensive and disruptive to normal business operations; the results of
legal proceedings are difficult to predict.

National Paintball Supply, Inc. filed a complaint against USA Performance
Products and eCom eCom.com, Inc. in the State of South Carolina, Greenville
County Court of Common Pleas on May 14, 2001.  The complaint alleged that an
amount of $85,743.35 is owed to the complainant.  National Paintball Supply
handled paintball fulfillment requests for USA Performance products.  USA
Performance Products contended that many requests for fulfillment were not
completed while some requests were shipped twice.  USA Performance Products has
recorded a balance due of $69,373.36 as of May 31, 2001.  As part of the SB-2
dated August 8, 2002, stock was registered to pay-off this debt.  As of February
28, 2003 all stock that had previously been held in an Attorney escrow account,
had been sold and transferred to National Paintball.  The balance which is
claimed to be owed National Paintball as of May 31, 2004 is 59,475.83.  The
shortfall in payment was due to a delay in the SEC paperwork which occurred as
the price of shares were dropping. Hence, National Paintball which recently
filed for bankruptcy, has reopened its attempt to recover a portion of their
claim. A settlement is presently being negotiated.

                                    10

Litigation can be expensive and disruptive to normal business operations; the
results of legal proceedings are difficult to predict.  An unfavorable
resolution of one outstanding lawsuit could adversely affect our business
results of operations or financial conditions.



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

At its last annual shareholders' meeting held on April 26, 2001, the
shareholders of the Company voted to reappoint Wieseneck, Andres & Co., P.A.
as the Company's independent accountants.


On April 26, 2001 the following directors were elected to serve one-year
terms or until replaced: David J. Panaia, Richard C. Turner, and Robert C.
Wilson.  In 2003 Robert C. Wilson resigned.  Barney A. Richmond was appointed
to fill the unexpired term of Mr. Wilson.



                                       PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS

(a) Market for Common Equity
The Company's common stock is traded on the Over the Counter Bulletin Board
under the symbol "ECEC". The CUSIP number is 27889U-10-2. Equitrade Securities
Corporation of Lake Forest, California was the lead market maker for the stock.
However, Equitrade closed its doors earlier this year.  The Company is in
discussions with another broker to replace Equitrade as lead market maker.
The following is a table of the high and low bid prices of the Company's stock
for each of the four quarters of the fiscal year ended May 31, 2004:

            Quarter Ended      High         Low
               5/2004         $0.30       $0.17
               2/2004          0.56        0.24
              11/2003          0.03        0.01
               8/2003          0.03        0.01

These quotations reflect interdealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

(b) Security Holders
The Company has approximately 5,500 shareholders of record.

(c) Dividends
There have been no cash dividends declared or paid since the inception of the
Company, and no cash dividends are contemplated to be paid in the foreseeable
future. The Company may consider a potential dividend in the future in either
common stock or the stock of future operating subsidiaries.


                                    11

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATION

The results of its operations during the fiscal year ended May 31, 2004 were a
reflection of the continued evolution of its business model.

eCom recently changed its direction to focus on all ten of its current business
segments.  They are all discussed in more detail under Nature of Operations and
other sections herein.

This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.


Comparison of Results of Operations - Year Ended May 31, 2004 vs. Year Ended
May 31, 2003.

Revenue for the year ended May 31, 2004 was $62,034 compared to 148,672 of
revenue recorded during the same period of the prior year.

The paintball product lines accounted for the majority of its
revenues ($59,230 and $137,729 in the years ended May 31, 2004 and 2003,
respectively).

Following its evolution to an e-commerce company in 1999, the paintball
operations were intended to serve as a model to demonstrate the viability of
e-commerce concepts.  This mission was accomplished, and there was no longer
a reason to devote significant resources to further the development of the
paintball business.

Cost of sales decreased to $61,651 from $117,372 in the prior year
(a decrease of 47%).  Because of the decrease in gross revenue, gross profit
decreased to $383 from $31,300 (a decrease of 99%) in the prior year.  Gross
profit, excluding depreciation costs of $30,830 in the current year and $45,053
in the prior year, would have been $31,213 and $76,353 respectively.  The margin
realized on paintball products excluding depreciation expense improved during
the current year to 49% from 48%.

Total operating expenses for the year ended May 31, 2004 were $411,745 compared
to $533,515 for the year ended May 31, 2003.  Decreases in sales
and marketing expense ($3,508 in fiscal year 2004 versus $14,045 in 2003);
product development expense ($14,250 in fiscal year 2004 versus $14,900 in
2003); and general and administrative expense ($372,545 in fiscal year 2004
versus $484,313 in 2003) were the result of decreases in overhead as the
company focuses its efforts towards growing each subsidiary spin-off company.

The operations for the year ended May 31, 2004 resulted in a net loss of
$408,406 versus a net loss of $770,790 recorded in the year ended May
31, 2003.  Prior year figures includes a $254,480 loss attributable to the
decline in  market value of two million shares of stock issued to an attorney
escrow account which was to be used to settle legal bills, and accounts payable
including the settlement with National Paintball Supply Inc.

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The net operating
                                     12

loss carry-forwards as of May 31, 2004 total $7,042,165.  These carry-forwards
will be available to offset future taxable income.  If not used, the operating
loss carry-forwards will expire from 2010 to 2019.  The Company does not
believe that the realization of the related deferred income tax assets meets
the criteria required by generally accepted accounting principles and,
accordingly, deferred income tax assets have remained at $0 as of May 31,
2004.

Liquidity and Capital Resources

As of May 31, 2004, current assets totaled $272,615 compared to $151,471 at the
prior year-end.  Of the $121,144 increase in total current assets, prepaid
assets accounted for $77,469 of the increase and inventory accounted for $42,630
of the increase.  The investment in prepaid assets will be used for
future consulting related to our evolving business model.

Accounts Payable decreased $28,588 to $241,997 from May 31, 2003 to May 31,
2004.  Current liabilities decreased from $875,569 at the end of the prior
fiscal year to $826,798 at the end of the current year, a decrease of $48,771.

Net cash used in operating activities was $74,026 and $182,288 for the years
ended May 31, 2004 and 2003 respectively.  The principal use of cash in both
periods was to fund our net loss from operations.  The issuance of stock
contributed $293,728 towards our operating deficit during the current year
period up from $235,985 during the prior fiscal year.

Investing activities provided $214,040 in cash during the prior fiscal year
compared to no cash used in investing activities for the current fiscal year.
During the prior year period, $300,000 was received from collection of the note
receivable recorded from the sale of 1-800-PAINTBALL.

Financing activities provided net cash of $81,782 during the current year and
$169,595 during the prior year, consisting primarily of loans from stockholders.

The Company continues to be reliant on the combination of revenues, loans from
stockholders and capital contributions to fund operations.  The equity line
agreement that was established with Swartz Private Equity, LLC was scheduled
to end on April 28, 2003.  The agreement was terminated on October 15, 2001
with a final sale of stock to Swartz to cover the outstanding account payable
due to Swartz of $77,000.

To the extent that additional funds are required to support operations or to
expand our business, we may sell additional equity, issue debt or obtain other
credit facilities through financial institutions.  Any sale of additional
equity securities will result in dilution to our shareholders.

Until the Company obtains sufficient funds necessary to capitalize the growth
of its existing operations, expenditures required to increase revenues,
including advertising and promotion of compression software and Viper M1
paintball products, will be substantially limited. Should the Company be
unable to obtain continued funding, its operations may be adversely affected.


                                     13




ITEM 7. FINANCIAL STATEMENTS

The audited consolidated balance sheet of the Company for its years ended May
31, 2004 and 2003 and related consolidated statements of operations,
stockholders' equity and cash flows for the years ended May 31, 2004 and 2003
are included, following Item 13, in sequentially numbered pages numbered F-1
through F-19.


eCom eCom.com, INC.
FINANCIAL STATEMENTS
PERIOD ENDING MAY 31, 2004 AND 2003

The page numbers for the financial statement categories are as follows:


                      Index                                       Page

Report of Independent Auditors                                     F-1

Consolidated Balance Sheets as of May 31, 2004 and 2003            F-2

Consolidated Statements of Operations
  for the Years Ended May 31, 2004 and 2003                        F-3

Consolidated Statement of Shareholders' Deficit
  for the Years Ended May 31, 2004 and 2003                        F-4

Consolidated Statements of Cash Flows
  for the Years Ended May 31, 2004 and 2003                        F-5

Notes to Consolidated Financial Statements                         F-7



















                                    14

                                   F-1

                     WIESENECK, ANDRES & COMPANY, P.A.
                       Certified Public Accountants
                       772 U.S. HIGHWAY 1, SUITE 200
                      NORTH PALM BEACH, FLORIDA 33408
                             (561) 626-0400
THOMAS B. ANDRES, C.P.A.*, C.V.A.                     Facsimile (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
eCom eCom.com, Inc.

We have audited the accompanying consolidated balance sheets of eCom
eCom.com, Inc. and subsidiaries as of May 31, 2004 and 2003 and the related
consolidated statements of operations, shareholders' deficit, and cash flows
for the years then ended. These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with standards of 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 consolidated financial statements referred to
in the first paragraph present fairly, in all material respects, the
financial position of eCom eCom.com, Inc. and subsidiaries as of May 31, 2004
and 2003, and the results of their operations and their cash flows for the
years then ended, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note M to the
financial statements, the Company's current liabilities exceed current assets
by $554,000 and the Company has incurred net operating losses since inception.
These conditions raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters are also described
in Note M. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


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

September 21, 2004
                                    15


                                   F-2
ECOM ECOM.COM, INC.
CONSOLIDATED BALANCE SHEETS
MAY 31, 2004 and 2003                                  2004         2003
                                                ------------    ------------
                        ASSETS
Current Assets
  Cash                                              $  1,253       $     111
  Accounts receivable other                              250             347
  Inventories                                        190,019         147,389
  Prepaid expenses                                    81,093           3,624
                                                ------------    ------------
    Total Current Assets                             272,615         151,471
                                                ------------    ------------
Property and Equipment, net                           17,822          47,292
                                                ------------    ------------
Other Assets
  Intangible assets, net                              59,024          74,978
  Other assets                                         8,757           9,383
                                                ------------    ------------
    Total Other Assets                                67,781          84,361
                                                ------------    ------------
      Total Assets                                 $ 358,218       $ 283,124
                                                ============    ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                 $ 241,997       $ 270,585
  Accrued expenses                                    44,000           2,694
  Current portion of long-term debt                  521,739         600,888
  Interest accrued on current portion                 17,646               -
  Other current liabilities                            1,416           1,402
                                                ------------    ------------
    Total Current Liabilities                        826,798         875,569

Notes Payable, Net of Current Portion                      -               -
                                                ------------    ------------
  Total Liabilities                                  826,798         875,569
                                                ------------    ------------

Contingencies                                              -               -

Stockholders' Equity
  Common stock, $.0001 par value, 50 million
    shares authorized, 49,955,112 and
    36,393,112 shares issued and outstanding           4,995           3,639
  Paid-in capital                                  6,579,537       6,048,622
  Accumulated deficit                             (7,053,112)     (6,644,706)
                                                ------------    ------------
    Total Stockholders' Deficit                     (468,580)       (592,445)
                                                ------------    ------------
    Total Liabilities and Stockholders' Equity     $ 358,218       $ 283,124
                                                ============    ============
See accompanying summary of accounting policies and notes to financial
statements.
                                    16
                                   F-3
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2004 and 2003
                                           2004                    2003
                                _________________       _________________
Revenues
  Net Sales                      $        62,034          $      148,672
  Cost of Sales                          (61,651)               (117,372)
                                 ________________        ________________
     Gross Profit                            383                  31,300
                                 ________________        ________________
Other Operating Expenses
  General and administrative             372,545                 484,313
  Sales and marketing                      3,508                  14,045
  Product development                     14,250                  14,900
  Amortization                            21,442                  20,257
                                 ________________        ________________

     Total Operating Expenses            411,745                 533,515
                                 ________________        ________________

Loss from Operations                    (411,362)               (502,215)
                                 ________________        ________________
Other Income (Expense)
  Interest income                              4                       -
  Interest expense                       (41,386)                (14,095)
  Loss on disposal of asset                  536                (254,480)
  Forgiveness of Debt                     43,802                       -

                                _________________        ________________
     Net Other Expenses                    2,956                (268,575)
                                _________________        ________________

Net Loss                         $      (408,406)         $     (770,790)
                                =================        ================

Basic and Diluted Loss Per Share $          (.01)         $        (.024)
                                =================        ================

Weighted Average Shares Outstanding    42,532,642              32,004,625
                                =================        ================











See accompanying summary of accounting policies and notes to financial
statements.                         17


                                   F-4
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE YEARS ENDED MAY 31, 2004 and 2003

                                                         Common Stock
                   Number       At       Add'l     Retained        Total
                     of         Par     Paid In    Earnings      Stockholder
                   Shares      Value    Capital    Deficit         Deficit
                 ----------   ------  ----------  -----------   -----------
Balance,
  May 31, 2002   26,739,512   $2,674  $5,755,767  $(5,873,915)  $ (115,474)
Issuance of
  Common Stock    9,653,600      965     292,855            -      293,820
Net Loss                  -        -           -     (770,791)    (770,791)
                 ----------   ------  ----------  -----------   -----------
Balance,
  May 31, 2003   36,393,112   $3,639   6,048,622   (6,644,706)    (592,445)
Issuance of
  Common Stock   13,562,000    1,356     530,915            -      532,271
Net Loss                  -        -           -     (408,406)    (408,406)
                 ----------   ------  ----------  -----------   -----------
Balance,
  May 31, 2004   49,955,112   $4,995  $6,579,537  $(7,053,112)  $ (468,580)
                ===========   ======  ==========  ============  ===========




























See accompanying summary of accounting policies and notes to financial
statements.                         18


                                   F-5
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2004 and 2003

                                                        2004         2003
                                                     ----------   ----------
Cash Flows From Operating Activities
  Cash received from customers                        $  62,033  $   148,672
  Interest income                                             8            -
  Cash paid to suppliers and employees                 (106,001)    (317,691)
  Interest paid                                         (30,067)     (13,269)
  Income taxes paid                                           -            -
                                                     ----------    ---------
    Net Cash Flows Used in Operating Activities         (74,027)    (182,288)
                                                     ----------    ---------
Cash Flows From Investing Activities
  Security Deposits                                      (2,676)           -
  Cancellation of software deposit                            -      100,000
  Recognition of unearned revenue                             -     (100,000)
  Purchase of equipment                                  (1,360)           -
  Purchase of intangible assets                          (3,076)           -
  Proceeds received from sale of equipment                  500            -
                                                     ----------    ---------
    Net Cash Flows Provided By (Used In)
      Investing Activities                               (6,613)           -
                                                     ----------    ---------
Cash Flows From Financing Activities
  Proceeds from sale of stock                                 0       37,590
  Proceeds of loans from stockholders                   203,167      224,123
  Repayment of loans to stockholders                   (121,385)     (92,117)
                                                     ----------    ---------
    Net Cash Flows Provided By Financing Activities      81,782      169,595
                                                     ----------    ---------
Net Increase (Decrease) in Cash                           1,142      (12,692)

Cash and Cash Equivalents at Beginning of Year              111       12,803
                                                     ----------    ---------
Cash and Cash Equivalents at End of Year            $     1,253  $       111
                                                     ==========   ==========












See accompanying summary of accounting policies and notes to financial
statements.
                                   19


                                   F-6

ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2004 and 2003


                                                         2004         2003
                                                      ----------   ----------
Supplemental Schedule of Non-Cash Financing Activities

  The following have been paid by the issuance of common stock:
    Payment of accounts payable, consulting
     fees, other expenses and prepaid expenses       $  443,626  $   251,854
    Payment of loans and interest expense                35,214       24,510
    Stock issued for purchase of intangibles                  0       90,000


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

Net Loss                                             $ (408,406)  $ (770,790)
  Add items not requiring outlay of cash:
    Depreciation and amortization                        52,272       65,310
    Expenses paid by issuing common stock               293,728      181,043
    Gain on sale assets                                     535            -
  Cash was increased by:
    Decrease in accounts receivable                          97        1,126
    Decrease in inventory                                     -       26,144
    Decrease in prepaid expenses                              -      150,784
    Decrease in other current assets                          -      187,000
    Increase in accrued expenses                         41,306            -
    Increase in accrued interest payable                 17,645            -
    Increase in other current liabilities                    14        1,402
  Cash was decreased by:
    Increase in prepaid assets                                -     (147,755)
    Increase in inventory                               (42,630)           -
    Decrease in accounts payable                        (28,588)     (16,881)
    Decrease in accrued expenses                              -       (1,151)
    Decrease in accrued interest payable                      -       (6,274)
                                                      ----------   ----------
      Net Cash Flows Used in Operating Activities    $  (74,027) $  (182,288)
                                                      ----------   ----------








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

                                    20



                                   F-7
ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS

eCom eCom.com, Inc. ("eCom" or "the Company") was incorporated in the State
of Florida on June 14, 1994. eCom's current business plan is focused on the
spin off and development of its 10 subsidiary companies.

As eCom continues to change its direction to focus on locating target companies
to partner, merge with or be acquired for its ten business segments. USA
SportsNet, Inc. has signed an Asset Purchase Agreement with American Capital
Holdings, Inc. The new company assumed the name American Capital Holdings, Inc.

This plan was undertaken to allow management and employees the opportunity to
operate each segment independently. Also, to have the ability for each segment,
to raise its own funding for growth and expansion.

All ten (10) business subsidiaries have been spun off into independent operating
public companies effective June 4, 2004.  They are described within this
section.

As previously stated, the company realized that it did not have the proper
resources to develop all ten of its business segments in a timely manner. Thus,
the company decided to look towards a spin-off or partnership so that it may
obtain the necessary outside resources. Also, there were indications that
potential business partners desired to be involved with only one of eCom's many
business segments.

eCom eCom's subsidiaries which have been spun off are listed below:
   1.  USA Performance Products, Inc. (Operating)
   2.  eSecureSoft Corp.  (Soon to be operating)
   3.  USA SportsNet Company (n/k/a American Capital Holdings, Inc.)
   4.  MyZipSoft, Inc. (n/k/a/ Freedom 4 Wireless, Inc.)
   5.  USAS Digital, Inc.
   6.  Pro Card Corporation
   7.  AAB National Company
   8.  A Classified Ad, Inc.
   9.  Swap and Shop.net Corp
   10. A Super Deal.com, Inc.

Shareholders who maintain their shares in ECEC will be entitled to a pro-rata
share of each spin-off as it occurs.  Meaning you must own ECEC stock on the
Date of Payment.  The Company wishes to stress that each spin off may have a
different Date of Payment.  For clarity purposes, the Date of Record which is
set first, determines the outstanding shares eligible for the spin-off shares by
attaching a "Due Bill" to them (this will be done by the transfer agent.)  If
shares are transferred or sold before the Date of Payment, the new shares belong
to the new owner.  The company urges all shareholders to be patient as this type
of transaction has many steps and takes time.

These spin offs should bring additional value to all ECEC shareholders when
completed.  Not only will each new spin off company be an additional holding for
every shareholder but as an additional benefit the Company is applying to the
IRS for it to be treated as a tax free distribution.
                                     21
ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)

The Company plans to apply for listings on the AMEX as soon as each company can
qualify.  As you can see there are many steps that the Company must take, so
again, all investors are asked to be patient as the spin off plan was undertaken
for the benefit of all our shareholders.  Fractional shares, if any, will be
paid for in cash to each shareholder entitled.

Over the past several years, two realities have been made clear: 1) investor
appetite for technology stocks diminished; and 2) e-commerce spending declined.
eCom restructured its business operations to preserve the Company's future in
these difficult markets.  This transformation continues today.  As a result of
this focused execution, we believe we have set the stage to propel eCom's future
business.  The restructuring consists of creating business segments by seeking
management and operational partners for each subsidiary through a merger or a
spin-off.

1.  USA SportsNet, Inc. (American Capital Holdings, Inc.)

Under Agreement

Background

USA SportsNet is an Internet portal that was intended to enable amateur
athletes and their high school and youth athletic organizations to access
information, products and services to support their sports activities.
Development of the USA SportsNet concept was previously deferred in order to
focus on its electronic commerce concepts. The Company's current business plan
does not contemplate any further development of this concept. Management's
interest in developing electronic commerce concepts grew from its successful use
of the Internet to market paintball products and its intention to extend this
use by launching an Internet amateur sports network, USA SportsNet.

However, an online correspondence course is presently available to provide youth
sports organizations with a convenient and cost-effective means of ensuring that
volunteers are qualified to coach young athletes. It is maintained through an
agreement with the North American Youth Sport Institute. (NAYSI)

About American Capital Holdings, Inc. (formerly USA SportsNet)

History.  American Capital Holdings, Inc.(ACH) was incorporated in the State of
Florida on January 25,1999 as US Amateur Sports Company, a wholly owned
subsidiary of eCom eCom.com, Inc.("eCom") which trades on the OTC/Bulletin Board
under the symbol 'ECEC.' On March 24, 2003, the Company changed its name to USA
SportsNet, Inc. (USASN), and recently changed its name to American Capital
Holdings, Inc. in connection with its spin off by eCom and its acquisition of
certain assets of a company formerly known as American Capital Holdings, Inc.
(now known as ACHI, Inc.)  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.

                                     22

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)

On December 1, 2003, the Board of Directors of eCom approved the spin-off of
USASN. They voted to issue to the shareholders of eCom one share of the Company
for every one share of eCom owned as of the record date of January 5, 2004.
Fractional shares will be purchased by the Company.  No payment was required of
the eCom shareholders.

Acquisition from American Capital Holdings.  After the spin off of the Company
was completed, the Company was presented with an opportunity to acquire certain
assets of American Capital Holdings, Inc. (now known as and referred to
hereafter as ACHI).  On January 12, 2004, the Company entered into an Asset
Purchase Agreement with ACHI whereby the Company acquired certain assets of ACHI
in return for the issuance of common stock of the Company in an amount equal to
83.3% of the total ownership of the Company.  In order to accomplish this
transaction, the Company effected a 20 to 1 reverse stock split, which reduced
its outstanding stock to 2,497,756 shares, and issued to ACHI 12,457,356 shares.
The Company then changed its name to American Capital Holdings, Inc., and ACHI
changed its name to ACHI, Inc.  In addition, the Company agreed to reserve
35,000,000 of its authorized, but unissued shares, for issuance pursuant to a
public offering, this includes an issue of 2,093,351 shares to Spaulding
Ventures, LLC, or its shareholders, in replacement of the shares of ACHI issued
or to be issued to Spaulding in connection with a prior acquisition of assets by
ACHI from Spaulding (see "Acquisition of Spaulding").  The proceeds of the
public offering are to be used to acquire additional interests in some of the
companies in which the Company currently holds an ownership interest, to
provide capital to those companies, and to acquire interests in other
businesses of interest to the Company, which have not yet been identified.

Assets Acquired from American Capital Holdings. The assets acquired from ACHI
consist primarily of approximately $10.8 million of investment interests in ten
developing companies (described below), approximately $3.2 million of restricted
securities, approximately $233,000 of marketable securities, approximately
$100,000 in cash, and proprietary investment programs known as Energy Tax
Incentive Preferred Securities ("ETIPS") and Guaranteed Principal Insured
Convertible Securities ("GPICS") which ACHI had developed and specifically
designed to facilitate investment in oil and gas exploration in the United
States, and in developing companies.

Acquisition of Spaulding.  On December 30, 2003, prior to the Company's
acquisition from ACHI, ACHI entered into a letter agreement with Spaulding
Ventures, LLC, pursuant to which ACHI agreed to acquire all of Spaulding's
assets in return for 2,093,351 shares of ACHI common stock, plus warrants to
purchase a total of 209,335 additional shares of ACHI common stock at a purchase
price of $6.00 per share. As part of its acquisition from ACHI of the assets
ACHI acquired from Spaulding, the Company has agreed to replace the shares and
warrants issued by ACHI with shares and warrants of the Company.  In order to
facilitate the distribution of these securities by Spaulding to its
shareholders, the Company intends file a Registration Statement with the
Securities and Exchange Commission registering the distribution to Spaulding's
shareholders of both the acquisition shares and the shares to be issued upon
exercise of the warrants.
                                     23

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)
Assets Acquired from Spaulding.  The assets acquired by ACHI from Spaulding, and
subsequently acquired by the Company from ACHI, consist primarily of equity
ownership positions in ten developing companies including Spaulding.
Spaulding Ventures
Overview
Spaulding Ventures LLC, a Delaware limited liability company (the "Fund"), was a
private equity fund that provides early and interim-stage financing to
entrepreneurs to launch and develop growth businesses and that provides
financing to established young companies as they grow toward maturity.  The Fund
invests in enterprises with solid disciplines and characteristics that are
essential to building strong companies: top flight management; necessary and
adequate financing; critical products or services; demand-pull markets;
effective strategic planning and alliances; and excellent business, marketing
and sales plans.

The Fund provides investors with an opportunity to participate in venture
financing of a diversified portfolio of start-up and emerging companies with
potentially significant operating success and also provides investors with an
ability to capitalize on the Fund's affiliation with several existing venture
capital and investment banking entities investing in similar sectors.
Portfolio Areas of Interest
Medical
*     Healthcare Related Applications and Services

Technology
*     High and Low Technology Fundamental Industries
*     Software and Hardware Advances
*     Proprietary and Intellectual Property Content

Financial Services
*     Financial Services Industry
*     Application Service Providers

Fundamental Industries
*     Petroleum and Energy Related Industry
*     Other sound industries for investment and diversification

---------------------------------------------------------------------

2.  Freedom 4 Wireless, Inc. (formerly MyZipSoft)

Under Agreement

Background

Development and distribution of software.  Its first product is a high-
compression software called MyPhotoZip (TM).  The Company considers this product
"the ultimate image compression tool", that enables compression of still images
up to 2000 to 1 without loss of quality. This has increased from 1500 to 1. The
Company is also developing other cutting edge applications including video
                                     24

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)


compression which could be introduced later this year.  The Company has entered
into a marketing agreement with Digital River for its on-line sales of
MyPhotoZip (TM).


Freedom 4 Wireless, Inc. (F4W) was incorporated in the State of Florida on
February 23, 2003 as MyZipSoft, Inc., a wholly owned subsidiary of eCom
eCom.com, Inc.("eCom") which trades on the OTC/Bulletin Board under the symbol
'ECEC.'  On December 12, 2003, the Company changed its name to Freedom 4
Wireless, Inc.  F4W's main office is located at 14 East Washington Street,
Orlando, FL.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of
MZS.  They voted to issue to the shareholders of eCom one share of the Company
for every one share of eCom owned as of the record date of February 23, 2004.
Fractional shares will be purchased by the Company. No payment was required of
the eCom shareholders.

An Asset Purchase Agreement was signed on January 22, 2004 between MyZipSoft,
Inc. hereinafter "MZS" and Freedom 4 Wireless, Inc. herein after "F4W".

Whereas, Pursuant to an Agreement between parties on 11/28/03, MZS was desirous
to purchase certain assets of Freedom 4 Wireless, Inc. in order to avail itself
of F4W's expertise, background and knowledge of, but not limited to, creative
management, spin offs, wireless technology, securities, structuring of joint
ventures and acquisitions.

ECEC has recently reopened negotiations with F4W as they are now desirous of
becoming an independent private company.  In essence, the original agreement
will be cancelled and a new one signed.  Although the Company can't predict the
final outcome, it can assure shareholders that it will not lose any assets other
that general operating costs during this period which is insignificant.

-----------------------------------------------------------------------


Background of eCom's other eight operating subsidiaries.

The Company cancelled almost all of its previous partnerships and teaming
agreements. The Company's reengineering dictated that time be directed towards
implementing the new business strategy.  As discussed herein, the current
operating results reflect this temporary cessation of revenues.  However, we
believe that the potential revenue and profit to be realized from our focus on
the spin off plan will confirm that the current lull in revenue generation is a
minor inconvenience.

----------------------------------------------------------------------
                                     25

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)

3.  USA Performance Products, Inc.

Background

Paintball is a sport in which each contestant attempts to remove the
other contestants from the game by marking them with a capsule from the
paintball marker while at the same time trying to avoid being removed from the
game himself.  The game can be played either indoors or outdoors and, except for
the paintball marker and face mask, it does not require extensive equipment.
There are many different ways to play paintball.  In general, a player uses the
marker to "shoot" at other players or at specific targets.  It is most often
played as a team event.  Some universities have adopted the sport as a course
offering for the teaching of team building skills. Corporations view the game as
an opportunity for employees to increase leadership and communication skills, to
exercise and to have fun.  Paintball conceived in 1981, is played in over 40
countries  and has its own annual World Cup event.

Viper M1 Paintball Gun

USA Performance Products, Inc., Riviera Beach, Florida
Product Line:  Manufacture and distribution of the Viper M1 paintball gun line.
An M16 look alike gun which fires in all weather and is made entirely in the
USA.

In 1996, we purchased certain assets of Performance Paintball Products,
Inc. of Riviera Beach, Florida.  These assets consist of plans, inventory,
property and equipment, including the tools and dies necessary to manufacture
the Viper M1.  The assets also include exclusive rights to the related names and
technology.

We initially subcontracted the manufacture and assembly of the Viper M1
paintball products to a company that proved to lack the capacity to produce the
paintball marker in quantities sufficient to meet demand.  In 1998, we leased
approximately 6,000 square feet of commercial space in Riviera Beach, Florida.
The creation of an in-house production capability allowed us to grow to meet
demand for the marker.

Having demonstrated the ability to manufacture the product in-house, our
advertising was expanded in mid-1999 to increase penetration of this segment of
the paintball market.  To date, the majority of Viper M1 sales have been through
our e-commerce program.  However, we have also contracted for advertising in the
leading paintball-related magazines and trade journals.

The popularity of paintball has created a market for equipment,accessories,
clothing and protective gear.  Depending on the availability of operating funds,
we think that we will be able to manufacture and sell Viper M1 markers at the
rate of 500 units per month.

Between the years 2000 to 2004 production was held to a minimum until a partner
could be identified.
                                     26

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)

This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.
-----------------------------------------------------------
4.  eSecureSoft Corp.

Background

On April 18, 2002 the Company announced that they had entered into a teaming
agreement with Image Soft, Inc. of Brooksville, Florida under which the two
companies will work together to market innovative compression technology.
Business opportunities will be identified and pursued with the intent of
entering into agreements for the provision of Image Soft's and eSecureSoft's
respective product and service offerings. The agreement includes a structure for
revenue sharing between the two companies.

On June 18, 2002 the Company signed a teaming agreement with World Data Group
LLC, of Boca Raton, Florida.  The agreement provides revenue sharing in the
amount of 10% of all World Data Group's income derived from MeVis Technology
integrations.  In addition, any of the integrated products to be offered for
commercial sale will be made available to eSecureSoft to resell.

This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.
-----------------------------------------------------------
5.  USAS Digital, Inc ***

Background


The Z Box (tm) project has been placed on hold until a partner can be located.
The Z Box (tm) has an additional competitive advantage derived from its unique
combination of high-compression software and Syndeos (tm) synchronization
software.  USAS Digital, Inc. ("USADI" or "the Company") believes that there is
no other product available with the performance capabilities of the Z Box (tm).
Further development depends on obtaining the necessary funding.


This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.
-----------------------------------------------------------
                                     27

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)

6.  Pro Card Corp.

Background

ProCard/ComCard is a prepaid telephone card concept with features geared to the
youth market.  Designed to be marketed through youth sports organizations, the
ProCard is programmed with speed-dial numbers to quickly reach family members
and other important emergency contacts, such as the family doctor, in the event
of injury.  Mailboxes can be speed-dialed to access emergency medical
information such as blood type, allergies and special medical conditions. The
accompanying ComCard is retained by parents to control the speed-dial numbers
programmed into the ProCard.

On February 27, 1998 we acquired certain assets of Amateur Athletes of
America, Inc. in a tax-free exchange of assets for stock.  We acquired all
rights to the ProCard and ComCard plus certain Internet-based sports equipment
exchange concepts in exchange for 1,000,000 shares of Common Stock.  The ProCard
and ComCard are prepaid telephone cards with unique emergency medical features
which are marketed through youth athletic organizations.  A portion of the stock
was used for payment of a note held by Amateur Athletes of America.


This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.
-----------------------------------------------------------
7.  AAB National Company

Background

All American Bowl

The All American Bowl is a high school senior football all-star game, last
played in 1997 when it was broadcast by the Sunshine Network and FOX SportsNet
to over 40 million households. The game showcases the top college football
recruits in the nation. We expect to be able to sell the rights to the All
American Bowl because we believes that the event has the potential to attract
sufficient sponsorship to achieve profitability or to become a component of a
corporate marketing program.

Major sponsors of the 1997 All American Bowl included Coca-Cola, Adidas
and Schutt Sports.  We think that the very positive response to the game in 1997
is an indication that this event has the potential to attract sufficient
sponsorship in the future to contribute to Company profitability. However, we
now view the game as a special component of our future marketing programs rather
than as a separate profit center.

                                     28

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)


This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.

-----------------------------------------------------------

8.  A Classified Ad, Inc.

Background

The Company acquired the rights to the completed technology, customer lists and
domain name for the AClassifiedAd web site.  A purchase price of $10,000 was
recorded and as of May 31, 2004 accumulated amortization amounted to $10,000.

On February 6, 1999, the Company acquired the AClassifiedAd web site. This
acquisition included the rights to the completed technology, customer lists and
domain name.  Included in the purchase of the AClassifiedAd web site were the
rights to the Official NP Magazine, a monthly Internet consumer report provided
to subscribers via e-mail.  The purchase prices of these sites have been
recorded as intangible assets in the Company's financial statements.

This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.

-----------------------------------------------------------

9.  Swap and Shop.net Corp.

Background

On February 12, 1999, the Company acquired the rights to the completed
technology, customer lists and domain names for the Swap and Shop web site.  The
purchase price of $1,200, has been recorded as intangible assets.  As of May 31,
2004 accumulated amortization amounted to $1,200.

This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.



                                     29

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS  (CONTINUED)

-----------------------------------------------------------

10.  A Super Deal.com, Inc.

Background

We previously executed an agreement to acquire Star Dot Marketing, Inc. (SDMI)
which offers a complete line of guaranteed authentic, hand-signed sports
memorabilia and other sports products.  On February 3, 2000 we entered into a
Stock Exchange Agreement with the shareholders of Star Dot Marketing, Inc.
("SDMI") which provides for the transfer of all the outstanding Common Stock of
SDMI to eCom in exchange for 675,000 shares of our Common Stock.  It is
currently anticipated that the transaction will close before the end of April.

This plan was undertaken for the purposes of allowing the management and
employees the opportunity to operate each segment independently. Also, to have
the ability for each segment, to raise its own funding for growth and expansion.
The Company is considering a partnership arrangement or spin-off for each
division.

---------------------------------------------------------------------

In conclusion, the Company cancelled almost all of its previous partnerships and
teaming agreements.  The Company's reengineering dictated that time be directed
towards implementing the new business strategy.  As discussed herein, the
current operating results reflect this temporary cessation of revenues.
However, we believe that the potential revenue and profit to be realized from
our focus on the spin off plan will confirm that the current lull in revenue
generation is a minor inconvenience.




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.





                                    30


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Consolidation

The consolidated financial statements of the Company include the accounts of
USA Performance Products, Inc., eSecureSoft Company, USAS Digital, Inc., Pro
Card Corporation, AAB National Company, Swap and Shop.net Corp., A Classified
Ad, Inc., A Super Deal.com, Inc. and the parent company eCom eCom.com Inc. The
Company formed USA Performance Products, Inc. as a separate wholly owned
subsidiary on January 20, 1998 and transferred all assets related to the
manufacture and sale of the Viper M1 paintball marker and accessories to this
new corporation. The Company expanded the activities of USA Performance Products
in 1999 by selling other paintball products through use of the 800-PAINTBALL
toll-free telephone number and related website acquired by USASC.

Revenue Recognition

Revenue from the sale of paintball markers and accessories and sports related
memorabilia is recognized at the time title is transferred which is normally
on shipment of the goods.  Revenue received from contracts for web site
development services is recorded as unearned revenue until development of the
related web site is complete and accepted by the client.

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.

Property and Equipment

Property and equipment is stated at cost.  The costs of additions and better-
ments are capitalized and expenditures for repairs and maintenance are
expensed in the period incurred.  When items of property and equipment are
sold or retired, the related costs and accumulated depreciation are removed
from the accounts and any gain or loss is included in income.

Depreciation and amortization of property and equipment is provided utilizing
the straight-line method over the estimated useful lives of the respective
assets.



                                    31


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Amortization

Intangible assets consisting of rights to technology and associated trademarks
are amortized using the straight-line method over five years.
Inventories

Inventories are stated at the lower of cost or market using the first in first
out method.

Earnings (Loss) Per Share

In March 1997, the FASB issued SFAS No. 128, "Earnings per Share."  This
Statement was effective for interim and fiscal periods ending after December
15, 1997.  This Statement requires the presentation of (1) diluted earnings
per share, whose calculations includes not only average outstanding common
share but also the impact of dilutive potential common shares such as
outstanding common stock options; and (2) basic earnings per share which
includes the effect of outstanding common shares but excludes dilutive
potential common shares.  Although including potential common share in the
diluted per share computations may be dilutive to their comparable basic per
share amounts, no potential common shares are included in the computation of
any diluted per share amount when a loss from continuing operations exists.

The number of potential dilutive shares excluded from the Company's
calculation of diluted earnings per share based on their anti-dilutive effect
was 521,366 for the year ending May 31, 2004.
                                                                    Per
                                          Loss         Shares       Share
                                       (Numerator)  (Denominator)   Amount
For the year ending May 31, 2004:
 Basic earnings per share
  Loss applied to common shareholders $ (408,406)    42,532,642    $(0.01)


NOTE C - INVENTORIES

Inventories consist principally of paintball markers and paintball
accessories and sports-related memorabilia.  Inventories are carried at cost,
which is considered to be less than market value. Maintenance, operating and
office supplied are not inventoried.

At May 31, 2004 and 2003, inventory consisted of the following:

                             May 31, 2004           May 31, 2003

Finished goods                $    36,910            $     6,074
Work in process                   153,109                141,315
Raw materials                           0                      0
                              -----------            -----------
Total inventory               $   190,019            $   147,389
                              ===========            ===========
                                    32

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE D - PREPAID EXPENSES

The Company issued one million five hundred thousand shares of common stock as a
retainer for future consulting fees during November 2003.  The consulting
contract was valued at $37,500 and is being expensed over three years.  The
remaining value of prepaid expenses is $25,000 as of May 31, 2004.

The Company issued 1 million shares of common stock ($150,000) as a retainer
for future legal fees during May 2002.  The value of the prepaid legal fees was
recorded at the quoted market price of the common stock on the date of issuance.
Due to the decline in the market value of the company's common shares, this
retainer was depleted by February 2003.  The $116,400 loss in value of the
market value of common stock was written off during the quarter ending February
2003.


NOTE E - PROPERTY AND EQUIPMENT

The following is a summary of property and equipment recorded in the
financial statements at cost less depreciation as of May 31, 2004 and May
31, 2003:
                                         May 31, 2004         May 31, 2003
                                        --------------       --------------
Computer hardware                          $ 151,471              $ 150,111
Computer software                             56,308                 56,308
Furniture, fixtures and equipment             47,760                 47,760
Tools, dies and fixtures                      57,401                 57,401
Leasehold improvements                             0                      0
                                           ---------              ---------
     Total cost                              312,940                311,580

  Accumulated depreciation                   295,119                264,288
                                           ---------              ---------
     Net Property and Equipment            $  17,822              $  47,292
                                           =========              =========
Depreciation expense included in the cost
  of sales for the years ended are:        $  30,830              $  45,053
                                           =========              =========

The useful lives assigned to property and equipment to compute depreciation
are:
                    Computer Hardware                        5 years
                    Computer Software                        5 years
                    Furniture, fixtures and equipment        7 years
                    Tools, dies and fixtures                 5 years





                                    33

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE F - INTANGIBLE ASSETS

In February 1999, the Company acquired two Internet websites, AclassifiedAd
and Swapandshop, for a total cost of $11,200. These assets are amortized over
five years. Accumulated amortization related to these assets was $11,200 and
$9,430 as of May 31, 2004 and May 31, 2003, respectively.

On July 1, 2002, the Company acquired the licensing rights to Pandora and
Virtual Protect from Internet Security Solutions, for a total cost of $56,250.
This asset is being amortized over five years.  Accumulated amortization
related to this asset is $22,500 as of May 31, 2003.

On July 1, 2002, the Company paid Peter Tamayo, Jr. to work with MeVis
Technologies to complete the development of MyPhotoZip, for a total cost of
$33,750.  This asset is being amortized over five years.  Accumulated
amortization related to this asset is $13,500 as of May 31, 2004.

On September 18, 2002, the Company issued 25,000 shares of stock as an
initial payment towards the purchase of FotoCrazy software.  This initial
deposit was recorded as $1,125.

NOTE G - OTHER ASSETS

Other assets consist primarily of security deposits on the lease of office
facilities, an employee advance and utility deposits.

NOTE H - LONG-TERM DEBT

Long-term debt at May 31, 2004 and May 31, 2003 consisted of:
                                                 May 31, 2004    May 31, 2003
                                                 ------------    ------------
A noninterest bearing, noncollateralized loan from
an offshore corporation, See Note O.  This note
wased or determinable date to repay this loan.             0          184,220

Non-collateralized loans from stockholders.
The loans are due on demand.                         521,739          416,668
                                                  ----------       ----------
     Total Long-Term Debt                            521,739          600,888
     Less Current Portion                           (521,739)        (600,888)
                                                  ----------       ----------
     Net Long-term Debt                            $       0        $       0
                                                  ==========       ==========
The long-term loans payable mature as follows:
     May 31, 2004                                          0          600,888
     May 31, 2005                                    521,739                0
                                                  ----------       ----------
                                                   $ 521,739        $ 600,888
                                                  ==========       ==========



                                    34
ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE I - COST OF SALES
Included in the cost of sales are the following:
                                               May 31, 2004    May 31, 2003

Shipping and handling costs                     $     1,977     $         0
Packaging costs                                         246             460
                                                -----------     -----------
    Total                                       $     2,223     $       460
                                                ===========     ===========

Shipping and handling income                    $     3,708     $     8,945
                                                ===========     ===========

NOTE J - COMMITMENTS AND CONTINGENCIES

The Company leases office facilities under an operating lease one which
expires on March 31, 2004.  The Company leases its manufacturing facility
under an operating lease which expired June 30, 2001.  A new lease was
negotiated for the manufacturing facility on July 1, 2003.  Since July 1, 2003
the Company has been leasing under a monthly basis.  Future minimum
lease payments including sales tax as of May 31, 2004 are:

Fiscal Years ending:

            May 31, 2005                         1,855
                                              --------
            Total Minimum Lease Payments      $  1,855
                                              ========

Rent expense for the periods ending May 31, 2004 and 2003 are $53,739 and
$70,377 respectively.

The Company is party to lawsuits in the normal course of business. Litigation
can be expensive and disruptive to normal business operations; the results of
legal proceedings are difficult to predict.

National Paintball Supply, Inc. filed a complaint against USA Performance
Products and eCom eCom.com, Inc. in the State of South Carolina, Greenville
County Court of Common Pleas on May 14, 2001.  The complaint alleged that an
amount of $85,743.35 is owed to the complainant.  National Paintball Supply
handled paintball fulfillment requests for USA Performance products.  USA
Performance Products contended that many requests for fulfillment were not
completed while some requests were shipped twice.  USA Performance Products has
recorded a balance due of $69,373.36 as of May 31, 2001.  As part of the SB-2
dated August 8, 2002, stock was registered to pay-off this debt.  As of February
28, 2003 all stock that had previously been held in an Attorney escrow account,
had been sold and transferred to National Paintball.  The balance which is
claimed to be owed National Paintball as of May 31, 2004 is 59,475.83.  The
shortfall in payment was due to a delay in the SEC paperwork which occurred as
the price of shares were dropping. Hence, National Paintball which recently
filed for bankruptcy, has reopened its attempt to recover a portion of their
claim. A settlement is presently being negotiated.
                                    35

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE J - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Litigation can be expensive and disruptive to normal business operations; the
results of legal proceedings are difficult to predict.  An unfavorable
resolution of one outstanding lawsuit could adversely affect our business
results of operations or financial conditions.


NOTE K - RELATED PARTY TRANSACTIONS

On January 10, 1998, the Company's Board of Directors approved an agreement
with Axis Enterprises, Ltd., a corporation located in Nassau, Bahamas. Axis
has an equity interest in the Company.  Axis was retained for a period of
three years to provide certain financing, marketing and management services
in support of the Company's subsidiary, USA Performance Products, Inc. In
exchange for performance of these services, Axis was granted 1,500,000 shares
of common stock.  The final marketing and management agreement was executed
on April 8, 1998. Derek D. Panaia, son of David J. Panaia, CEO of the
Company, was retained as a consultant to provide management oversight of
USAPP in connection with this agreement.  In 1999, Axis loaned the Company
$296,000, and this indebtedness was reduced by $111,780 through the issuance
of 150,000 shares of the Company's common stock.  During the current fiscal
year the debt to Axis was eliminated.

The Company has received cash advances from David J. Panaia, Chairman and CEO
of the Company, in varying amounts and at various times subsequent to the
inception of the Company.  These shareholder loans were non-interest bearing,
non-collateralized and due on demand.

On May 10, 2001, 1,286,359 shares of restricted stock were issued to Mr.
Panaia, CEO in return for cancellation of $437,362 of the debt owed to him.
The amount of stockholder loans that were reduced was based on the quoted
market price ($.68) on the date the common shares were issued and adjusted
by a discount of 50% due to the restrictions placed on the stock. The balance
owed to Mr. Panaia at May 31, 2004 and 2003 is $246,291 and $258,321.

The Company has received cash advances from Bonnie Crum, daughter of David J.
Panaia, CEO of the Company, in varying amounts and at various times subsequent
to May 31, 2001.  These related party loans were non-interest bearing, non-
collateralized and due on demand.  The balance owed to Ms. Crum as of May 31,
2004 and 2003 is $35,000 and $40,000.





                                    36







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE L - BUSINESS SEGMENTS

The Company's reportable segments are strategic business units that offer
different products and services. The Company has three reportable segments:
paintball products, electronic commerce and sports memorabilia. The paintball
segment manufactures and distributes paintball guns and accessories. The
electronic commerce segment has provided an e-commerce infrastructure to
enable small businesses to expand to the internet and is now focused on the
design and resale of software applications for compression and transmission
of large data files.

The sports memorabilia segment acquires various signed sports related items
from individuals in the various professional leagues for resale. The business
related to this segment, Star Dot Marketing, was sold on May 31, 2001.

The accounting policies of the segments are the same as those described in
the summary of significant accounting policies.  There have been no
intersegment sales or transfers.  Revenues from sales of the Company's
paintball products over the Internet are reported within the paintball
segment.

The following is a summary of segment activity:

                                Electronic
                    Paintball    Commerce         Totals
Year Ended May 31, 2004
Revenues           $   59,230    $   2,804     $   62,034
Interest revenue            -            4              4
Interest expense          657       40,729         41,386
Depreciation           15,374       15,456         30,830
Amortization                -       21,442         21,442
Segment gain (loss)   (58,326)    (349,780)      (408,106)
Segment assets        176,991      181,227        358,218

                                Electronic
                    Paintball    Commerce        Totals
Year Ended May 31, 2003
Revenues           $  137,729    $  10,944     $  148,673
Interest revenue            -            -              -
Interest expense          270       13,825         14,095
Depreciation           23,145       21,908         45,053
Amortization                -       20,257         20,257
Segment gain (loss)  (207,564)    (563,226)      (770,790)
Segment assets        195,762       87,362        283,124





                                    37


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003


NOTE M - RECOVERABILITY OF ASSETS AND GOING CONCERN

These financial statements are presented on the basis that the Company is a
going concern.  Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a
reasonable length of time. The accompanying financial statements show that
current liabilities exceed current assets by $554,000 at May 31, 2004 and
$724,000 at May 31, 2003 and that the Company has incurred net operating losses
since inception.

eCom will have to fund future operations and software development through
product sales, asset sales, shareholder loans and private sales of company
stock.  The sales of MyPhotoZip began on July 31, 2002, the product was released
with a 30 day free trial.  During August, 2003 eCom contracted with Digital
River Inc to market and distribute MyPhotoZip.

USA Performance Products completed its approval with the United States General
Services Administration. The Viper M-1 paintball gun can now be purchased
through GSA Advantage, the Federal Government's online purchasing system.  eCom
is continuing to look for buyers for the USA Performance Products division.
In accordance with the May 2001 agreement to sell the 1-800-PAINTBALL
number, the Company agreed not to sell paintball accessories until May 2004.
The company continues to manufacture and sell the Viper paintball gun.

The Company is currently focusing its efforts on the spin-off and subsequent
mergers of each of its subsidiary companies.

NOTE N - INCOME TAXES

Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
liabilities.  Temporary differences, net operating loss carry forwards
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
                                                      May 31, 2004
                                                     --------------
         Loss carry forward for tax purposes          $  7,042,000
                                                     ==============
         Deferred tax asset (34%)                        2,394,000
         Valuation allowance                            (2,394,000)
                                                     --------------
         Net deferred tax asset                                  -
                                                     ==============

Through May 31, 2004, the Company had a federal income tax net
operating loss carry forward of approximately $7,042,000 which will expire
through the year 2024.



                                    38

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE O - EFFECTS OF INFLATION

To date, inflation has not had a material impact on the Company's
consolidated financial results.

NOTE P - RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101 ("SAB 101"). SAB 101 summarizes certain
areas of the Staff's views in applying generally accepted accounting
principles to revenue recognition in financial statements. The Company
adopted SAB 101 in its fiscal quarter beginning June 1, 2000. The adoption
of SAB 101 had no impact to the operating results and financial position.

The FASB issued SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities ("SFAS No. 133", as amended by SFAS No. 138). This
statement establishes accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments embedded in
other contracts, be recorded in the balance sheet as either an asset or
liability measured at its fair value.  The statement also requires that
changes in the derivative's fair value be recognized in earnings unless
specific hedge accounting criteria are met. The Company adopted SFAS No. 133
in its fiscal quarter beginning June 1, 2000. The adoption of SFAS No. 133 had
no impact to the operating results and financial position, since the Company
currently does not invest in derivative instruments or engage in hedging
activities.

In July 2001, the FASB issued SFAS No. 141, Business Combinations,
and SFAS No. 142, Goodwill and Other Intangible Assets. These standards, among
other things, eliminate the pooling of interests method of accounting for
future acquisitions and require that goodwill no longer be amortized, but
instead be subject to impairment testing at least annually.  SFAS No. 142 must
be adopted in fiscal years beginning after December 15, 2001 as of the
beginning of the fiscal year. Companies with fiscal years beginning after
March 15, 2001 may early adopt provided they have not yet issued their first
quarter financial statements.

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
estimatable 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 Company's current yearly amortization of intangible assets is
approximately $21,067. 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.

                                    39


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE P - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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.

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.

NOTE Q - PRIVATE EQUITY LINE

In April of 1999, the Company entered into a three-year agreement for a
Private Equity Line of Common Stock pursuant to Regulation D with Swartz
Private Equity, LLC for $30 million with a $20 million option.

For each Put, Swartz shall receive an amount of warrants equal to 8% of the
number of shares purchased under the Equity Line at an Exercise Price equal to
110% of the Closing Bid Price on the Put Date. Warrants shall have piggyback
registration rights and reset provisions.

As compensation to enter in to the Equity Line Commitment, Swartz received a
warrant convertible into 521,366 shares of eCom Common Stock. The Commitment
Warrants' exercise price shall equal the average closing bid price for the 5
trading days prior to execution of this Equity Line Letter of Intent.
Warrants shall have a 5-year term, piggyback registration rights and reset
provisions.

The Company filed a registration statement on Form S-1 with the Securities and
Exchange Commission which was declared effective by the Commission on April
28, 2000, and which allowed the Company to exercise its rights under the

                                    40
ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2004 AND 2003

NOTE Q - PRIVATE EQUITY LINE (CONTINUED)

agreement.  However, the Company could make no assurances that the market in
the Company's stock would remain adequate to allow the Company to raise
necessary funds through the use of the Put Option.  The price and number of
shares which could be put to Swartz in any 30 day period was dependent upon
the Company's share price as determined on the OTC Bulletin Board and volume
of trading activity.

The agreement ended in April 2002.  As a result of a decline in the volume and
share price of the Company's stock during the period between execution of the
agreement and the declaration of effectiveness of the registration statement,
only minor amounts of funds were raised from use of the Private Equity Line.


ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

                                 PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED

The following sets forth the names and ages of all of the Directors and
Executive Officers of eCom, positions held by such persons, length of service,
when first elected or appointed and term of office.
                                                          First      Term of
   Name               Age    Position                   Appointed     Office
-----------------     ---    -------------------       -----------   --------
David J. Panaia       64     Chairman, Chief            June 1994    (1),(2)
                             Executive Officer
                             and Director

Barney A. Richmond    52     President and Director     March 2004   (1),(2)

Peter Tamayo, Jr. PHD 41     Chief Technical Officer    June 2002    (1),(2)

Richard C. Turner     44     Chief Financial Officer    April 2001   (1),(2)
                             Treasurer and Director

(1) Officers serve at the pleasure of the Company's Board of Directors.
(2) Each of these Directors was elected to serve until the next Annual Meeting
of Shareholders. The Company currently intends to hold its next annual meeting
during February 2005. The Board of Directors sets corporate policies that are
implemented by the Company's management. In the event that the Board of
Directors determines that a member faces a conflict of interest, for any
reason, it is expected that the subject director will abstain from voting on
the matter that raised the issue.


                                    41
David J. Panaia, Chairman, Chief Executive Officer, and Director, is the
founder of eCom and has served as Chairman and Director since incorporated in
June 1994.  Mr. Panaia previously founded several medical businesses which
were later sold. From 1988 to 1994, he served as a political and small
business marketing consultant through his own firm, Sunpoint Industries, Inc.
Sunpoint offered consulting services to candidates and medical equipment
businesses located in the United States.  Mr. Panaia has served in numerous
community, business and political capacities.  He concentrates full time on
his duties as the Chairman of eCom.

Barney A. Richmond, 52, has been President and a Director of the Company since
March 2004.  He is also President and a Director of American Capital Holdings.
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.

Peter Tamayo, Jr. Ph.D. Chief Technology Officer started with Company in June
2002 and was appointed President in July 2002.  Prior to joining eCom eCom.com,
Inc. Dr. Tamayo served as Chairman and CEO of Internet Security Solutions, Inc.
(ISS).  Dr. Tamayo has more than 24 years of high technology experience in
computer and electronics applications including computer language design,
software engineering, and computer hardware and chip manufacturing.  He has
worked with industry leaders such as Microsoft, IBM, Compaq, Emulex, and several
others in research, development, and marketing of several of the companies'
leading software and computer hardware solutions.  Dr. Tamayo also served as
President and CTO of United Interactive Technologies, Inc. and Senior VP and CTO
of InteractiveTechnologies.com, LTD (INTR), a leading South Florida ISP / ASP
that established the first Network Access Point (NAP) in the state of Florida.
In 1981 he graduated from Morgan Technical Institute with majors in Industrial
Electronics, Computer Science and Technology.  Dr. Tamayo holds a masters
degree in Business Administration and doctorate degree in Computer Science and
Technology from the Vernell University.  His doctoral thesis is titled
"Implementing Public Key Encryption infrastructures for Organizations and Wide
Area Networks".  Dr. Tamayo continues his education, research, and development
studies at leading corporate think tanks and is currently working on his
second doctorate degree.

Richard C. Turner, who started with the Company in June of 2001 as Chief
Financial Officer, Treasurer and Director, worked with Glenn G. Schanel, CPA,
from September 1990 until his appointment with eCom.  Mr. Turner specialized
in 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, Florida,
where he was responsible for the bank's financial reporting, budgeting and
cost accounting.  Mr. Turner has served as Treasurer and as a member of the
board of directors of both the Palm Beach Business Associates and the North
Palm Beach / Palm Beach Gardens Jaycees.  He concentrates full time on his
duties as Chief Financial Officer of eCom and American Capital Holdings.
                                    42

The bylaws provide for indemnification of officers, directors or eCom agents
against legal expenses, judgments, fines, settlements and other amounts
reasonably incurred by such persons after having been made or threatened to be
made a party to legal action.  Payment of such amounts may also be made in
advance if expenses are likely to be incurred by officers, directors or agents
in defense of any such action.  The extent, amount and eligibility for the
indemnification provided will be determined by the Board of Directors. These
indemnifications will be made by a majority vote of a quorum of directors,
including any director who is a party to such action, suit, or proceeding or
by the shareholders by a majority vote of a quorum of shareholders including
any shareholder who is a party to such action, suit or proceeding.

The Company is further authorized by the bylaws to purchase insurance for
indemnification of any person as provided by the bylaws and to the extent
provided by Florida law.  The Company at this time has no insurance coverage
for officers and directors and has not expended any funds to obtain such
insurance policies to insure or indemnify directors or officers against any
liabilities that may occur. Management reserves the right to obtain such
insurance.

Florida Statutes Section 607.0850 authorizes indemnification of officers,
directors, employees and agents in instances constituting: (1) certain
violations of criminal law which the person did not know were illegal, or (2)
actions taken in good faith by persons which were intended to be in the best
interests of the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of eCom pursuant to the foregoing provisions or otherwise, the Company
have been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by eCom of expenses incurred or paid by a director, officer
or controlling person of eCom in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by eCom is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


ITEM 10. EXECUTIVE COMPENSATION

The following table provides information regarding the executive compensation
of persons serving as eCom's executive officers during the fiscal years ended
2004, 2003 and 2002.





                                    43

Summary Compensation Table
                                                    Long Term Compensation
                         Annual Compensation          Awards   Payouts
                                                        Securities
                                        Other    Restr. Underlying      All
                                        Annual   Stock   Options/      Other
Name and Principal                      Compen-  Awards   SARs   LTIP  Compen-
    Position        Year  Salary  Bonus sation  # Shares # Shrs Payouts sation

David J. Panaia     2004      0     0      0   1,840,000   0      0      0
 Chairman, CEO      2003      0     0      0       -       0      0      0
                    2002      0     0      0       -       0      0      0

Barney A Richmond   2004      0     0      0       -       0      0      0
President

Peter Tamayo, Jr.   2004      0     0      0      75,000   0      0      0
 CTO                2003  $75,000   0      0     750,000   0      0      0

Richard C. Turner   2004      0     0      0   1,840,000   0      0      0
 CFO and Treasurer  2003  $52,000   0      0       -       0      0      0

Robert C. Wilson    2003      0     0      0      65,000   0      0      0
 ex-President       2002  $52,000   0      0     150,000   0      0      0

None of eCom's current executive officers has an employment agreement or stock
option arrangement with eCom.  It is intended that the directors be
compensated at the rate of $4,000 per year, plus $100.00 per meeting attended
and reasonable travel expenses if cash flow permits.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this report, the Company has a total of 50,000,000 shares
of Common Stock authorized at a par value of $.0001, and there are 49,955,112
shares of Common Stock outstanding.  The following table sets forth
information, as of such date, with respect to the beneficial ownership of
Common Stock by (a) each person known by us to be the beneficial owner of
more than 5% of the outstanding Common Stock, (b) the directors and officers
of eCom, and (c) the directors and officers of eCom as a group.

                                  Number of        % of Shares
     Name and Address             Shares Owned     Outstanding
     ----------------             ------------     -----------
     David J. Panaia (1)           8,187,459          16.39
     Palm Beach Gardens, FL

     Richard C. Turner             4,617,400           9.24
     Palm Beach Gardens, FL

     Peter Tamayo Jr.                825,000           1.65

     Barney A. Richmond                    0            -

     All Officers and             13,629,859          27.28
     Directors as a Group
     4 persons
                                     44
(1) David J. Panaia, an officer and director of the Company, is the beneficial
owner of 400,000 shares held in the name of the Panaia Family Trust and 41,500
shares held in the name of Barbara Panaia, wife of David Panaia.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain transactions to which the Company is a party and certain matters
affecting it have or will result in a material benefit to certain of the
directors and executive officers, or may create conflicts of interest, as
follows:

Linda Bergman was the sole owner of a privately-held business called Amateur
Athletes of America. She is also the wife of Gerald V. Bergman, who formerly
served as a Director and Chief Financial Officer. On November 23, 1996, the
Company issued an aggregate of 500,000 shares for cancellation of debt to
Linda Bergman and Gerald Bergman in the amount of $16,333. The Bergmans
directed that 460,000 shares be issued directly to Linda Bergman, and that
each of their four children be issued 10,000 shares.

Mr. Brody Brockman is the son-in-law of Gerald V. Bergman and was an employee
of US Amateur Sports Company. 25,000 shares were issued to Mr. Brockman on
November 23, 1996 as compensation for sales and shipping services.

Mr. Thomas J. Thomas is a Florida attorney who performed legal services for
us and also formerly served as the Secretary and a Director. On May 31, 1997,
the Company issued 50,000 shares to Mr. Thomas as compensation for his legal
services performed prior to that date.

On August 12, 1997, the Company extended a promissory note in favor of Stratex
Corporation in the amount of $100,000. The loan, which bore interest at the
rate of prime plus 6%, was paid in full in May 2001. Derek Panaia, son of
David Panaia, is the sole shareholder of Stratex Corporation.

On February 6, 1998, the Company issued 5,000 shares to Angela Brockman as
compensation for her performing secretarial, receptionist and other services
for us. Angela Brockman is the daughter of Gerald V. Bergman and Linda Bergman.

On February 6, 1998, the Company issued 5,000 shares to Brody Brockman as
compensation for his performing sales and shipping services for us. Brody
Brockman is the son-in-law of Gerald Bergman.

On February 27, 1998 the Company acquired certain assets of Amateur Athletes
of America, Inc. in a tax-free exchange of assets for stock.  The Company
acquired all rights to the ProCard and ComCard plus certain Internet-based
sports equipment exchange concepts in exchange for 1,000,000 shares of Common
Stock.  A portion of the stock was used for payment of a note held by Amateur
Athletes of America. Amateur Athletes of America, Inc. was a private
corporation owned by Linda C. Bergman, wife of Gerald V. Bergman, former
corporate Chief Financial Officer and former member of the Board of Directors.

On February 6, 1998, the Company issued 1,500,000 shares to Axis Enterprises
pursuant to an agreement with Axis Enterprises to provide management services
for USA Performance Products, Inc. and to provide financial assistance to us.

On February 6, 1998, the Company issued 150,000 shares to Thomas J. Thomas as
compensation for legal services performed by him prior to that date.
                                     45
On February 6, 1998, the Company issued 327,900 shares to David Panaia (the
Company's Chief Executive Officer and a Director) in cancellation of
indebtedness in the amount of $6,148.

On April 16, 1998, the Company issued 100,000 shares to Bonnie Panaia as
compensation for accounting and other services and issued an additional
400,000 shares to her as compensation for her services in connection with the
preparation of the infrastructure of the billing and online e-commerce
systems.  Bonnie Panaia is the daughter of David Panaia, the Chief Executive
Officer and a Director.

On April 16, 1998, the Company issued 25,000 shares to Doug Panaia as
compensation  for performing manual labor for us prior to that date. Doug
Panaia is the brother of David Panaia, the Chief Executive Officer and a
Director.

On April 16, 1998, the Company issued 150,000 shares as compensation for
engineering services performed by Jack Enterline for the Company prior to
that date. Mr. Enterline requested that the shares be issued in the name of
his wife, Karen. At the time these services were performed, Mr. Enterline
served as one of the Directors.

On April 16, 1998, the Company issued 200,000 shares to Gerald V. Bergman
(the Chief Financial Officer at that time) in cancellation of indebtedness
in the amount of $12,810.

On April 16, 1998, the Company issued 200,000 shares to David Panaia (the
Chief Executive Officer and a Director) in cancellation of indebtedness in
the amount of $12,810.

On April 16, 1998, the Company issued an additional 150,000 shares to Thomas
J. Thomas as compensation for legal services performed by him prior to that
date.

On January 22, 1999, the Company issued 60,000 shares to Angela Brockman as
compensation for her performing secretarial, receptionist and other services
for us. Angela Brockman is the daughter of Gerald Bergman and Linda Bergman.

On January 22, 1999, the Company issued 30,000 shares to Brody Brockman as
compensation for his performing sales and shipping services.

On March 4, 1999, the Company issued an additional 62,000 shares to Axis
Enterprises in a privately-negotiated transaction in cancellation of
indebtedness to Axis in the amount of $11,780.

On May 16, 1999, the Company issued 100,000 shares to Resource Group, NA,
Inc. for promotional services performed for us. Thomas DeRita, a member of
the Board of Directors at that time, is a shareholder in Resource Group, NA.

On May 16, 1999, the Company issued 100,000 shares to Lighthouse
Communications Group, LLC for Internet development services. Elling Myklebust,
a former director and the former Vice President-Internet Technology, owns
Lighthouse Communications Group, LLC.

On December 22, 1999, the Company issued 25,000 shares to Elling Myklebust for
Internet development services.
                                     46
On December 22, 1999, the Company issued 10,010 shares to Christen Myklebust
for Internet development services. Christen Myklebust is the son of Elling
Myklebust.

On December 22, 1999, the Company issued an additional 1,000 shares to Brodie
Brockman for performing sales and shipping services.

On January 2, 2000, the Company issued options to the outside legal counsel,
Stanley F. Freedman and Sharon M. Link, to purchase up to 25,000 shares each
of the Common Stock at an initial exercise price of $1.00 per share as
additional compensation for performing legal services in connection with the
preparation and filing of the Exchange Act reports for the years 1996, 1997,
1998 and 1999.

On March 16, 2000, the Company issued an additional 10,000 shares to Resource
Group, NA, Inc. for promotional services performed for us. Thomas DeRita, a
former member of the Board of Directors, is a shareholder in Resource Group,
NA, Inc. On August 31, 2000, the Company issued an additional 100,000 shares
to Resource Group, N.A.,  Inc. for promotional services performed for us.

On August 31, 2000, the Company issued 100,000 shares to Charles Hansen for
performing services as the President.

On September 20, 2000, the Company issued 200,000 shares to Derek Panaia for
consulting services. Derek Panaia is the son of David Panaia, the Chief
Executive Officer and a Director.

On September 25, 2000, the Company issued an additional 200,000 shares to
Derek Panaia.

On May 10, 2001, the Company issued 1,286,359 shares to David
Panaia in cancellation of indebtedness in the amount of $437,362.

On May 10, 2001, the Company issued 10,000 shares to Hanne-Mette Wilson for
clerical services rendered to the company. Hanne-Mette Wilson is the wife of
Robert Wilson, the President and a Director.

On May 10, 2001, the Company issued an additional 20,843 shares to Chris
Myklebust for Internet development services rendered.

On May 24, 2001, the Company issued an additional 100,000 shares to Resource
Group, N.A., Inc. for promotional services rendered.

On June 4, 2001, the Company issued 5,000 shares to Thomas DeRita for property
and equipment.

On June 4, 2001, the Company issued 100,000 shares to Robert Wilson for
performing services as the President.

On June 4, 2001, the Company issued 100,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On August 22, 2001, the Company issued 111,000 shares to Bonnie Crum for
consulting services.  Bonnie Crum is the daughter of David Panaia, the Chief
Executive Officer and a Director.

                                     47
On September 27, 2001, the Company issued 51,020 shares to Robert Wilson as a
commission for closing the companies contract with Impact Imaging Inc.

On September 28, 2001, the Company issued 10,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On October 25, 2001, the Company issued 25,000 shares to Hanne-Mette Wilson
for clerical services rendered to the company.

On October 25, 2001, the Company issued 150,000 shares to Robert Wilson for
performing services as the President.

On October 25, 2001, the Company issued 150,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On October 25, 2001, the Company issued 10,000 shares to Andrew Panaia for
performing services as manager of the USA Performance Products subsidiary.

On December 6, 2001, the Company issued 10,000 shares to Patricia Redenius for
performing internet design services for the company.  Patricia Redenius was
appointed Vice-President of the company during May 2002.

On January 23, 2002, the Company issued 25,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On January 23, 2002, the Company issued 10,000 shares to Hanne-Mette Wilson
for clerical services rendered to the company.

On January 23, 2002, the Company issued 25,000 shares to Robert Wilson for
performing services as the President.

On February 4, 2002, the Company issued 25,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On February 4, 2002, the Company issued 12,000 shares to Hanne-Mette Wilson
for clerical services rendered to the company.

On February 4, 2002, the Company issued 25,000 shares to Robert Wilson for
performing services as the President.

On March 21, 2002, the Company issued 29,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On March 21, 2002, the Company issued 21,000 shares to Hanne-Mette Wilson for
clerical services rendered to the company.

On March 21, 2002, the Company issued 34,000 shares to Robert Wilson for
performing services as the President.

On April 25, 2002, the Company issued 31,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On April 25, 2002, the Company issued 22,000 shares to Hanne-Mette Wilson for
clerical services rendered to the company.

                                     48

On April 25, 2002, the Company issued 36,000 shares to Robert Wilson for
performing services as the President.

On May 29, 2002, the Company issued 100,000 shares to Patricia Redenius for
performing services as Vice-President of the company.

On June 7, 2002, the Company issued 56,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On June 7, 2002, the Company issued 65,000 shares to Robert Wilson for
performing services as the President.

On July 1, 2002, the Company issued 750,000 shares to Peter Tamayo, President
and Chief Technology Officer for research and development on MyPhotoZip.

On July 1, 2002, the Company issued 1,250,000 shares to Internet Security
Solutions Inc. for 5 year licenses to use Virtual Protect and Pandora security
software. Peter Tamayo, is a shareholder in Internet Security Solutions Inc.

On July 8, 2002, the Company issued 49,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On August 1, 2002, the Company issued 54,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On September 18, 2002, the Company issued 63,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On October 22, 2002, the Company issued 104,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On December 4, 2002, the Company issued 278,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On January 16, 2003, the Company issued 1,470,600 shares to David Panaia in
cancellation of indebtedness in the amount of $14,706.

On January 16, 2003, the Company issued 980,400 shares to Richard Turner in
cancellation of indebtedness in the amount of $9,804.

On January 16, 2003, the Company issued 139,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On February 10, 2003, the Company issued 227,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On February 10, 2003, the Company issued 112,000 shares to Patricia Redenius for
performing services as an officer or eCom eCom.com.

On April 9, 2003, the Company issued 557,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On April 9, 2003, the Company issued 600,000 shares to David Panaia in
cancellation of indebtedness in the amount of $5,400.


                                     49
On September 10, 2003, the Company issued 540,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On September 10, 2003, the Company issued 540,000 shares to David Panaia in
cancellation of indebtedness in the amount of $4,590.

On November 14, 2003, the Company issued 1,300,000 shares to Richard Turner for
performing services as the Treasurer and Chief Financial Officer.

On November 14, 2003, the Company issued 1,300,000 shares to David Panaia for
performing services as the Chief Executive Officer.

On November 14, 2003, the Company issued 200,000 shares to Andrew Panaia, son of
David Panaia, for performing services as manager of USA Performance Products.

On November 14, 2003, the Company issued 567,000 shares to Derek Panaia, son of
David Panaia, as compensation for cancelling the USA Performance Products debt
to Axis Enterprises in the amount of $184,200.

Except as described above, no director, officer or principal security holder of
eCom has or has had a direct or indirect material interest in any transaction
to which the Company is or was a party. The Company believes that the terms of
each of the transactions described above were no less favorable to us than
could have been obtained from third parties. However, it should be noted that
all restricted stock issuances to affiliates are made at a 50% discount from the
then market value of the Common Stock.  In addition, in the future the Company
will not enter into additional transactions with directors, officers or
principal shareholders unless the terms thereof are no less favorable to us
than could be obtained from third parties.

                                  PART IV

ITEM 13.  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-K,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 ("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 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. A 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
                                     50
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 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 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.


Subsequent Events

As soon as the Securities and Exchange Commission declares both the Form 10SB-
12(g) and the forthcoming SB-2 registration statements effective, ACH plans to
make application for trading on the American Stock Exchange ("AMEX").  As soon
as F4W has the AMEX required audited asset base to qualify and the receipt of
an effective ruling from the SEC regarding its forthcoming SB-2 filing, it
plans to make application to the AMEX as well.

eCom has spun off its ten wholly owned subsidiaries as independent public
companies under the provisions of SEC Legal Staff Bulletin 4.  It is now in the
process of filing registration statements for each company with ACH being the
first.  Its plan is to acquire established businesses to expand the spin offs
for the benefit of its shareholders.

The date of record for the ACH spin-off is Jan 5, 2004, which means that
stockholders of eCom stock as of that date are entitled to a "Due Bill" for one
share of ACH for every twenty shares of ECEC owned.  If a shareholder sells its
ECEC stock between Jan.5, 2004 and the "Distribution Date" (that is when
shares are actually mailed out) the new stockholder of those shares is entitled
to the Due Bill.

The Distribution Date is determined by first being notified by the SEC ruling
that the filing is effective and then the Company Board of Directors setting the
date.  This process can normally take between one (1) to three (3) months after
submission of each registration statement.  Only then will shares be distributed
to the shareholders who own shares on the Distribution Date.

The same procedure applies to all ten (10) of the spin offs. The second spin-off
company Freedom 4 Wireless, Inc. has a Date of Record of Feb. 23, 2004. Its Form
10SB 12(g) registration statement has been filed and its SB-2 is presently being
prepared.  As a shareholder of eCom common stock you are entitled to all spin
                                     51
offs, unless you sell your shares before the 24 hour time-frame preceding the
Date of Distribution.

This release contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual events or results
may differ materially from those discussed in such forward-looking statements.


ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a) Index to financial statements and financial statement schedules
The audited balance sheets of the Company as of May 31, 2004 and 2003 and the
related statements of operations, stockholders' equity and cash flows for the
YEARS ENDED MAY 31, 2004 AND 2003 appear in sequentially numbered pages F-1
through F-19.

The page numbers for the financial statement categories are as follows:

Page      Description
F-1       Report of Independent Auditors - May 31, 2004 and 2003
F-2       Balance Sheets as of May 31, 2004 and 2003
F-3       Statements of Operations for the YEARS ENDED MAY 31, 2004 AND 2003
F-4       Statement of Shareholders' Deficit for the Years Ended May 31,
          2004 and 2003
F-5       Statements of Cash Flows for the YEARS ENDED MAY 31, 2004 AND 2003
F-7       Notes to Financial Statements

(b)     8-K Reports
               Form 8-K filed on March 3, 2004                          *
                   regarding The Board of Directors approving the
                   spin off of eCom eCom.com's (ECEC) remaining
                   subsidiary companies as separate publicly owned
                   entities.

               Form 8-K filed on March 31, 2004                        **
                   regarding the March 29, 2004 appointment of
                   Barney A. Richmond as President of
                   eCom eCom.com, Inc.

* Incorporated by reference to Registrant's Form 8-K filed on March 2, 2004
** Incorporated by reference to Registrant's Form 8-K filed on March 31, 2004

(c)     Exhibits:

3.1     Articles of Incorporation (1)
3.2     By-laws (1)
10.1    Agreement for acquisition of assets of Performance Paintball Products
        Inc. (1)
10.2    Agreement of acquisition of rights to All American Bowl (2)
10.3    Personal services agreement with All American Bowl Executive Director
        (2)
10.4    Promissory Note to Stratex Corporation dated August 12, 1997 (3)
10.5    Marketing and Management Agreement between Axis Enterprises, Ltd. and
        Registrant dated January 10, 1998 (3)
10.6    Agreement for acquisition of assets of Amateur Athletes of America,
        Inc. (3)
                                     52
10.7    Lease Agreement between Ryco Properties, Inc. and Registrant dated
        May 4, 1998 (3)
10.8    Investment Agreement between Swartz Private Capital LLC and the
        Registrant dated May 13, 1999 (4)
10.9    Registration Rights Agreement between Swartz Private Capital LLC
        and the Registrant dated May 13, 1999 (4)
10.10   Side Agreement (4)
10.11   Amended and Restated Investment Agreement between Swartz Private
        Capital LLC and the Registrant dated July 1999 (5)
10.12   Memorandum dated September 13, 1999 from Swartz Private Capital LLC
        extending date to file registration statement (5)
10.13   First Stock Incentive Plan (5)
10.14   Occupancy Agreement between Chimney Rock Services, LLC and Registrant
        dated September 15, 1999 (6)
10.15   License Agreement between iTool.com and Registrant dated December 20,
        1999 (6)
10.16   Stock Exchange Agreement between the shareholders of Star Dot
        Marketing, Inc. and Registrant dated January 21, 2000 (7)
10.17   Service Agreement between eWebPEO.com, Inc. and Registrant dated
        March 25, 2000 (6)
10.18   Consulting and Compensation Agreement between eWebPEO.com, Inc. and
        Registrant dated April 16, 2000 (6)
10.19   Agreement of Sale between US Amateur Sports Company and Eugenio
        Postorivo Jr., Individually, dated May 11, 2001 (8)
10.20   Stock Purchase Agreement between the Company and Brian Delaporta,
        Individually, dated May 31, 2001 (9)
10.21   Addendum to Advance Balance Acknowledgement dated May 31, 2001 (9)
10.22   Strategic Marketing and Sales Agreement between BIFS Technologies
        Corporation and the Registrant dated March 19, 2001 (10)
10.23   Operating Agreement for ZyndeCom, Inc. dated August 20, 2001 (10)
10.24   Board of Directors approves the spin-off of the remaining
Subsidiaries (11)
10.25   Barney A Richmond appointed President of eCom eCom.com Inc. (12)
11      Statement of Computation of Earnings per Share
21      Subsidiaries of the Company
27      Financial Data Schedule
31.1    Certification of Chief Executive Officer
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Chief Financial Officer
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32      Certification of Chief Executive Officer and Chief Financial Officer
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Incorporated by reference to the Company's original Registration Statement
    on Form 10 SB-1, Registration 33-96638-A, filed on September 6, 1995.
(2) Incorporated by reference to Form 10-KSB for the year ended May 31, 1997.
(3) Incorporated by reference to Form 10-KSB for the year ended May 31, 1998.
(4) Incorporated by reference to Form 8-K filed with the Commission on May 26,
    1999.
(5) Incorporated by reference to Form 10-KSB for the year ended May 31, 1999.
(6) Incorporated by reference to Form 10-KSB for the year ended May 31, 2000.
(7) Incorporated by reference to Form 8-K filed with the Commission on January
    21, 2000.
(8) Incorporated by reference to Form 8-K filed with the Commission on May 31,
    2001.
(9) Incorporated by reference to Form 8-K filed with the Commission on June 7,
    2001.
                                     53
(10)Incorporated by reference to Form 10-KSB for the year ended May 31, 2001.
(11)Incorporated by reference to Form 8-K filed with the Commission on
    March 2, 2004.
(12)Incorporated by reference to Form 8-K filed with the Commission on
    March 31, 2004.

                               Exhibit 11
eCom eCom.com, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE AS OF MAY 31, 2004

Calculation of Numerator:     Calculation of Denominator:

   Net loss      (408,407)    Weighted average common shares
   Adjustment           0      issued and outstanding           42,532,642
                 --------     Potentially dilutive securities            0
   Net Loss      (408,407)                                      ----------
                =========     Weighted average shares
                               outstanding                      42,532,642
                                                                ==========
                              Exhibit 21

Subsidiaries of the Company
eCom eCom.com, Inc.
as of May 31, 2004
                              State of       Name Under Which
Subsidiary Name and Address   Incorporation  Business is Conducted
---------------------------   -------------  ---------------------

USA Sportsnet Company          Florida       USA Sportsnet Company
                                            (formerly)US Amateur Sports Company
                                             the name was changed on March 2003

USA Performance Products, Inc. Florida       USA Performance Products

eSecureSoft Corp.              Florida       eSecureSoft Corp.

USAS Digital, Inc.             Florida       USAS Digital, Inc.

Pro Card Corporation           Florida       Pro Card Corporation

AAB National Company           Florida       AAB National Company

A Classified Ad, Inc.          Florida       A Classified Ad, Inc.

Swap and Shop.net Corp         Florida       Swap and Shop.net Corp.

A Super Deal, Inc.             Florida       A Super Deal.com, Inc.


ADDITIONAL INFORMATION
Corporate Headquarters
8125 Monetary Dr. Suite H4
Riviera Beach, Florida 33404
Telephone Number: (561) 622-4395;
Internet Address - http://www.ecomecom.net
E-mail Address - info@ecomecom.net
                                     54
Independent Public Accountants
Wieseneck, Andres & Company, P.A.
Certified Public Accountants
772 U.S. Highway 1, Suite 200
North Palm Beach, Florida 33408

Transfer Agent
Florida Atlantic Stock Transfer, Inc.
7130 Nob Hill Road
Tamarac, Florida 33321

Exhibit 27

Financial Data Schedule
This schedule contains summary financial information extracted from the balance
sheets and statements of operations found on pages 2 and 3 of the Company's
Form 10-KSB for the year ended May 31, 2004, and is qualified in its entirety
by reference to such financial statements.

{PERIOD-TYPE}                                         12-MOS
{FISCAL-YEAR-END}                                MAY-31-2004
{PERIOD-END}                                     MAY-31-2004
{CASH}                                                 1,253
{SECURITIES}                                               0
{RECEIVABLES}                                            250
{ALLOWANCES}                                               0
{INVENTORY}                                          190,019
{CURRENT-ASSETS}                                     272,615
{PPE}                                                312,940
{DEPRECIATION}                                       295,119
{TOTAL-ASSETS}                                       358,218
{CURRENT-LIABILITIES}                                826,798
{BONDS}                                                    0
{PREFERRED-MANDATORY}                                      0
{PREFERRED}                                                0
{COMMON}                                               4,995
{OTHER-SE}                                          (473,575)
{TOTAL-LIABILITY-AND-EQUITY}                         358,218
{SALES}                                               62,034
{TOTAL-REVENUES}                                      62,034
{CGS}                                                 61,651
{TOTAL-COSTS}                                        473,396
{OTHER-EXPENSES}                                           0
{LOSS-PROVISION}                                           0
{INTEREST-EXPENSE}                                    41,386
{INCOME-PRETAX}                                     (408,406)
{INCOME-TAX}                                               0
{INCOME-CONTINUING}                                 (408,406)
{DISCONTINUED}                                             0
{EXTRAORDINARY}                                       44,342
{CHANGES}                                                  0
{NET-INCOME}                                        (408,406)
{EPS-BASIC}                                             (.01)
{EPS-DILUTED}                                           (.01)
                                    55


SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                        eCom eCom.com, Inc.




September 21, 2004  By:   /s/  David J. Panaia
                         David J. Panaia, Chief Executive Officer




September 21, 2004  By:  /s/  Richard C. Turner
                         Richard C. Turner, Chief Financial Officer

































                                    56



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

I, David J. Panaia, certify that:
1. I have reviewed this annual report on Form 10-K of eCom eCom.com Inc.;

2. Based on my knowledge, this annual 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 annual 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, including its consolidated
 subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this annual 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
 annual 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.

6. The registrant's other certifying officer and I have indicated in this
annual 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: September 21, 2004
  /s/ David J. Panaia
-----------------------
David J. Panaia
Chief Executive Officer
                                     57
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 annual report on Form 10-K of eCom eCom.com Inc.;

2. Based on my knowledge, this annual 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 annual 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, including its consolidated
 subsidiaries, is made known to us by others within those entities,
 particularly during the period in which this annual 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
 annual 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.

6. The registrant's other certifying officer and I have indicated in this
annual 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: September 21, 2004
  /s/ Richard C. Turner
---------------------------
Richard C. Turner
Chief Financial Officer


Exhibit 32

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

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

In connection with the Annual Report of eCom eCom.com Inc., a Florida
corporation (the "Company"), on Form 10-K for the year ending May 31, 2004,
as filed with the Securities and Exchange Commission (the "Report"), David
J. Panaia, Chief Executive Officer 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/    David J. Panaia


      David J. Panaia
      Chief Executive Officer

September 21, 2004


      /s/     Richard C. Turner


      Richard C. Turner
      Chief Financial Officer

September 21, 2004

[A signed original of this written statement required by Section 906 has been
provided to eCom eCom.com Inc. and will be retained by eCom eCom.com Inc. 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 eCom eCom.com, Inc., 8125 Monetary Drive,
Suite H4, Riviera Beach, Florida  33404. 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 and Annual Report to Shareholders nor has it passed upon its
accuracy or adequacy.