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

     Form 10-KSB/A (Amended to include Section 906 of Sarbanes-Oxley)
             ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended May 31, 2003

                    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.)

                      2700 PGA Boulevard, Suite 103
                    Palm Beach Gardens, Florida 33410

                 (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. [ $148,672 ]

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. [ $728,000 ]









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, 2003, the
issuer had 36,393,112 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                                                       6

Item 3.  Legal Proceedings                                                7

Item 4.  Submission of Matters to a Vote of Security Holders              8

                                   PART II

Item 5.  Market for the Registrant's Common Equity and Related
         Shareholder Matters                                              9

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        9

Item 7.  Financial Statements                                            13

Item 8.  Disagreements on Accounting and Financial Disclosures           33

                                   PART III

Item 9.  Directors and Executive Officers of the Registrant              33

Item 10. Executive Compensation                                          35

Item 11. Security Ownership of Certain Beneficial Owners and Management  37

Item 12. Certain Relationships and Related Transactions                  37

                                  PART IV

Item 13. Controls and Procedures                                         43

Item 14. Exhibits, Financial Statements and Reports on Form 8-K          45
         Additional Information*

                                 Signatures                              48

                                Certification                            50

* 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 direct and indirect wholly-owned
subsidiaries, USA SportsNet Company ("USASN") (formerly US Amateur Sports
Company ("USASC")), USA Performance Products, Inc. ("USAPP") and MyZipSoft,
Inc., combined, are usually referred to as "the Company", "it" or "eCom". The
Company's main office is located at 2700 PGA Boulevard, Suite 103, Palm Beach
Gardens, Florida 33410, 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 three of its current business
segments, USA SportsNet, Inc., USA Performance Products, Inc., and MyZipSoft,
Inc. which was established on March 3, 2003.

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 business segments are described below.

1.  USA SportsNet Company, Palm Beach Gardens, Florida
Product Line:  e-Commerce business through Internet auction, sale and swapping
of sports memorabilia. Articles are both company owned as well as those listed
by private parties.

2.  USA Performance Products, Inc., Riviera Beach, Florida
Product Line:  Manufactures 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.



                                     1

3.  MyZipSoft, Inc., Palm Beach Gardens, Florida
Product Line:  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).  It is too early in this arrangement to measure results.

Previously, the Company developed an e-commerce infrastructure. eCom provided
an affordable, user-friendly technological platform and professional resources
to facilitate web business development.  It also operated an on-line business
as a test model, using Company developed e-commerce concepts to sell paintball
products.

However, the current business model was revised with the intention to eventually
separate the e-commerce business segment, which is described above, along with
the previously operated programs, for the purpose of allowing each of the three
business segments the opportunity to grow on its own.  The company realizes
that it presently does not have the proper resources to develop all three
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.  There are no prospects to
report at this time.  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
current eCom shareholders.

Historical Information

eCom is the parent of USA SportsNet Company(USASN) (formerly US Amateur Sports
Company), which is the parent of USA Performance Products, Inc. USA SportsNet
Company owns the rights to: (1) the All American Bowl, a high school football
all-star game, last played in 1997, when it was broadcast to over 40 million
households;  (2) the ProCard/ComCard, a prepaid phone card concept; and (3) USA
SuperHub (auction, barter and classified services). In addition, USASN owned
the rights to use of the toll-free telephone number, 1-800-724-6822 (1-800-
PAINTBALL) until it was sold as described below.

USA Performance Products manufactures and distributes Viper M1 paintball guns
and accessories.  This has served as a test model for its e-commerce business
concepts and has generated the majority of revenues to date.

USAPP in addition to sports, derives a portion of its sales from use of the
Viper M1 for police, military and homeland security training.  The company is
now looking to partner with a suitable company to spin-off USAPP and expand
more into the homeland security field. USAPP was approved as a GSA vendor in
early 2003 for its Viper M1 paintball line.


                                     2

On January 21, 2000 the Company entered into a Stock Exchange Agreement with
the shareholders of Star Dot Marketing, Inc. ("SDMI"), which provided for the
transfer of all the outstanding common stock of SDMI to eCom eCom.com, Inc. in
exchange for 675,000 shares of common stock. The transaction was closed on May
31, 2000.

On May 11, 2001 rights to use of the toll-free telephone number, 1-800-
PAINTBALL, and related website addresses were sold for a cash payment of
$900,000.  On May 31, 2001 the Company sold all of the stock of Star Dot
Marketing, Inc. in return for assumption of debt of $208,000 owed to the
original owners of SDMI.

In August 2001 eCom entered into a joint venture agreement with PremierSoft,
Inc. to form a new company called Zyndecom, Inc., to market the "Z Boxx," a
software utility.  This project has been halted for the time being.

In September 2001, ECOM entered into a Value Added Reseller agreement with
Impact Imaging, Inc. (III) of Columbia, MD.  This contract, called for III to
develop for ECOM the ability to write to the Application Program Interface
(API)or provide a full Software Development Kit (SDK) for ECOM's use by
December 31, 2001.  This relationship was terminated in November 2002.

On April 9, 2002 we announced that we had signed a new agreement for use of
high power compression encoding technology developed by MeVis Technology of
Germany.  The first product released using the new technology is MyPhotoZip
(tm). MyPhotoZip(tm) provides a better quality image than JPEG and other
compression products now on the market.  We are moving ahead as quickly as
possible to develop and market an array of compression products using this
new technology while it is still the state of the art.  Software Development
Kits (SDK's) are also available.

On April 18, 2002 we announced that we 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.  The agreement
included a structure for revenue sharing between the two companies. eCom has
exercised its right to terminate this agreement.

The Company is in the process of renegotiating a teaming agreement that was
entered into on June 18, 2002 with World Data Group LLC, of Boca Raton, Florida.
The original agreement provided 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 eCom eCom to resell.  Negotiations are on-going.

On July 15, 2002 we announced the availability of MyPhotoZip(tm) for download
from our new website, www.myphotozip.com.  In addition, we provided details of
the primary marketing strategy for all of our company's compression products
which is based on an agreement signed with Plugin Technologies of the United
Kingdom.  Using Plugin's network of thousands of sales affiliates, eCom's
product lines will be promoted globally to a variety of market segments. While
broadening the target audience to international markets, this approach takes
advantage of the Internet without incurring the heavy cost of traditional
Internet-based advertising programs. While this program continues, the company
will be renegotiating terms in the near future.


                                     3

On December 12, 2002 we signed a contract to purchase the software rights to
FotoCrazy from Interveloce.net.  FotoCrazy is an on-line subscription based
photo-album system, which will allow users to post and organize digital images
on their own web pages.  This product will be renamed MyAlbumZip but this
project is halted at this time.

February 2003, the company signed a Master Distributor Agreement with
Artera Group, Inc., of Westport CT, a subsidiary of NCT Group, Inc.
(OTCBB:NTCI). The agreement covers the distribution of Artera Turbo Web
Accelerator for Internet access.  The company will market the product as
MyNetZip for a monthly subscription fee.  MyNetZip will have the MyPhotoZip
technology imbedded to provide DSL speed over dial-up internet connections.
MyNetZip can be used with all Internet connections and especially Internet
access which is normally enhanced to the DSL level of service. This project is
also being renegotiated.

The Company's reengineering dictated the need to partner or sell all of its
business segments. With the sale of its 1-800-PAINTBALL business and the Star
Dot Marketing subsidiary, the only significant revenue-generating product line
left from its previous business model was the Viper M1 paintball marker. The
Company believes that this product has the potential to command a significant
share of the paintball gun market. The Company is seeking a partner to focus on
its further development and expansion.

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 that the Company will now prosper and show
significant revenues and profits.

We believe that by separating the three business segments provides the greatest
opportunity for eCom to achieve profitability.  As noted above, the Company
intends to divest all other product lines.  As a consequence, during fiscal
year ending May 31, 2001, the Company sold Star Dot Marketing, Inc. and the
rights to 1-800-PAINTBALL assets.  The Company is actively seeking partners
for its three business segments.

Today every company faces limitations in their abilities to send and receive
information in a timely and secure manner. Whether they work in a Local Area
Network environment or on a dial-up ISP, the bandwidth availability is limited
and expensive.  These companies also are challenged with secure and affordable
storage issues. Both bandwidth and storage are made more affordable with the
use of MyPhotoZip (tm). The reduced size of the MyPhotoZip (tm) files allows
for quicker transmission of data, secures it with its own encoding and is
viewable and storable in the compressed state. This provides the customer with
multiple benefits in one package.

The Company's intention is to incorporate the MyPhotoZip(tm) software into
applications tailored to meet the needs of specific markets.  Alliances will
be formed with corporate partners who offer sales and marketing expertise,
thereby avoiding the expense of strengthening its in-house sales and
marketing capabilities.

eCom will focus on the development of new applications and the
identification of potential new markets.

                                     4

Competition

There are various fractal and wavelet algorithms available in the market,
i.e., Lizard Tech, Adobe, Pegasus, etc. The algorithms employed by MeVis
combine wavelets and fractals using patented combinations at various stages
of the compression/decompression process to produce one of the fastest image
compressors available.  The software underlying the product MyPhotoZip is
being further developed to reduce images as much as 2000:1 with little
discernable loss of quality.

Principal competitive factors include brand recognition, pricing, financial
strength, customer service, system reliability and reliability of delivery.
All of these factors must be satisfactorily addressed in order for us to
compete successfully.

In order to respond to changes in the competitive environment, the Company
may, from time to time, make pricing, service or marketing decisions or
acquisitions that could harm its business. New technologies may increase the
competitive pressures by enabling its competitors to offer a lower cost
service or product. Whether the Company is able to compete successfully will
depend on its ability to anticipate and respond in a timely and appropriate
manner to these changes.

Other eCom Properties

With adoption of the plan to focus on the opportunities created by the
separation of the three business segments, the Company decided to divest all of
eCom's other product lines or roll them into USA SportsNet.

The SuperHUB concept provides a portal to funnel traffic to the business within
a marketplace that includes an on-line mall in addition to auction, barter and
classified ad venues. Although the Company has stopped further development of
these two concepts in favor of concentrating on MyPhotoZip (tm), the Company
believes that the SuperHUB concept has viable long-term business opportunities.

Through this program, the Company entered into contracts with eWebPEO.com
("EWEB") to assist EWEB with the design, development and creation of web
pages, maintenance of Internet sites, web hosting services, e-commerce
programming, Internet technology consulting, data management, Internet
training, establishing a brand identity, implementation of an Internet
marketing campaign and creation of a specialized on-line database. As
compensation for these services, eCom received a total of $150,000 in cash
which was recorded as revenue earned during the fiscal year ended May 31, 2001
plus 1.5 million shares of EWEB's $.0001 par value common stock.  eWebPEO.com,
Inc. subsequently went out of business and the investment was written down to
zero.  We do not intend to solicit any additional business of this nature.

Viper M1 Paintball Marker

A durable, mid-priced paintball gun with features of higher-priced models,
the Viper M1 accounted for the first revenues recorded by the company.
Following the sale of 1-800-PAINTBALL, manufacture and sale of the Viper is
all that remains of its paintball business segment. The Viper M1 is still a
strong competitor in the paintball market. The Company's current business
plan calls for a partnership or spin-off for the further development of USA
Performance Products, Inc.
                                     5

USA SportsNet

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 calls for a partnership or spin-off for the further development of 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.

All American Bowl

The All American Bowl is a high school 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 expects 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.

ProCard/ComCard

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.  The Company had planned to
incorporate the ProCard/ComCard concept in the programs promoted through USA
SportsNet. No further development of this product is contemplated.

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. Upon the June 30, 2001 expiration of its original lease of 5,720
square feet of space located at this address, the Company entered into a new
lease of the smaller area due to the reduction in space requirements created
by the sale of its 1-800-PAINTBALL business.  The term of the new lease is for
one year, beginning July 1, 2001 and ending June 30, 2002. The rental rate is
$1,855 per month including sales tax.

The corporate offices of eCom eCom.com, Inc. are housed in approximately
1,710 square feet of space at 2700 PGA Boulevard, Suite 103, Palm Beach
Gardens, Florida. The three-year lease of this space commenced on April 1,
2001 and will expire on March 31, 2004. The rental rate including sales tax
is $2,719 per month during the first year, $2,794 per month during the second
year, and $2,870 per month during the third year.
                                     6


The corporate offices of eCom eCom.com, Inc. are housed in approximately
1,710 square feet of space at 2700 PGA Boulevard, Suite 103, Palm Beach
Gardens, Florida. The three-year lease of this space commenced on April 1,
2001 and will expire on March 31, 2004. The rental rate including sales tax
is $2,719 per month during the first year, $2,794 per month during the second
year, and $2,870 per month during the third year.

The corporation rented 1,187 square feet of office space at 1999 University
Drive, Coral Springs, Florida on June 2002.  This space was used for the
development and internet hosting of the MyPhotoZip software.  This rental
agreement was terminated in January 2003.  The development and hosting of the
MyPhotoZip software was moved to 2700 PGA Blvd., Palm Beach Gardens during
January 2003.

All of its office and warehouse facilities are currently leased pursuant to
written 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.

Four companies had similar suits of non-payment against either eCom eCom.Com
or it's subsidiary USA Performance Products.   Each of these suits were
settled during the fiscal year ending May 31, 2002.  However, since that date
two of the lawsuits (National Paintball and Renick) reopened after being
settled.

Our dispute with Impact Imaging Inc. was settled in Baltimore, Maryland on
November 19, 2002.

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 owed National
Paintball as of May 31, 2003 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 has reopened its lawsuit.  A settlement is
presently being negotiated.

                                     7

Saeilo Manufacturing Industries filed a complaint against USA Performance
Products Inc. in the Fifteenth Judicial Circuit, Palm Beach County, FL, on
April 20, 2001. The complaint involved non-payment of $126,632.22 that Saeilo
contends has been due since April 10, 2001.  USA Performance Products moved
to dismiss the case on the grounds that the claim is based upon an oral
agreement without any terms and conditions of the agreement.  USA Performance
Products had only received delivery of $29,190.87 worth of products, which
were accounted for in both inventory and accounts payable as of May 31, 2001.
This case was settled on May 15, 2002 along with the following complaint from
Renick Enterprises Inc.

Renick Enterprises, Inc. filed a complaint against USA Performance Products
and eCom eCom.com, Inc. in the Fifteenth Judicial Circuit, Palm Beach County,
FL on April 30, 2001. The complaint involved non-payment of $180,865.22 for the
design of the Viper I Paintball Marker, including various re-designs,
working on advertising, and developing new products.  Management contended
that Renick had not satisfactorily completed production of the product and
had not delivered the product to USA Performance Products Inc.  USA Performance
Products had only received delivery of $16,574.75 worth of products, which
was accounted for in both inventory and accounts payable as of May 31, 2001.

On May 15, 2002 a settlement was reached with Saeilo Manufacturing Industries
and Renick Enterprises, Inc.  As part of the settlement USAPP received cash,
notes receivable, inventory, and cancellation of the accounts payable,
totaling $127,493.59.  USA Performance products gave up raw material located
at both Saeilo and Renick totaling $37,919.  USAPP and Saeilo then entered
into an agreement where Saeilo would be allowed to manufacture a gun similar
to the Viper-M1 and USAPP would be able to purchase parts from Saeilo for use
in its Viper-M1.  A delay by Renick in selling his shares while the price per
share of ECEC stock was falling caused a shortfall in the value of Renick's
ECEC stock.  Hence, Renick has reopened its lawsuit.  The shares were
originally issued to Renick during June 2000 as full payment for work up to
June 2000.  The Company believes it has a written contract that proves it to
be faultless in this matter. A settlement is presently being negotiated.

Lycos, Inc. filed a complaint against eCom eCom.Com, Inc. in the State of
Massachusetts, United States District Court on November 13, 2001.  The
complaint alleged that an amount of $159,500.00 plus attorneys' fees, costs
and interest is owed to the complainant.  Lycos, Inc. provided advertising
impressions to eCom eCom.Com on the Lycos Network.  eCOM eCOM.COM contended
that Lycos was advised that the contract was cancelled.  The shares issued as
part of the SB-2 dated August 8, 2002 constitute full settlement of that suit.
The case was dismissed.

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.


                                     8

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.  A replacement is being sought.


                                       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, 2003:

            Quarter Ended      High         Low
               5/2003         $0.035      $0.013
               2/2003          0.060       0.018
              11/2002          0.100       0.020
               8/2002          0.140       0.070

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 6,200 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.

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, 2003 were a
reflection of the continued evolution of its business model.

eCom recently changed its direction to focus on three of its current business
segments, USA SportsNet, Inc., USA Performance Products, Inc., and MyZipSoft,
Inc. which was established on March 3, 2003.

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 business segments are described below.

1.  USA SportsNet Company, Palm Beach Gardens, Florida
Product Line:  e-Commerce business through Internet auction, sale and swapping
of sports memorabilia. Articles are both company owned as well as those listed
by private parties.
                                     9

2.  USA Performance Products, Inc., Riviera Beach, Florida
Product Line:  Manufactures 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.

3.  MyZipSoft, Inc., Palm Beach Gardens, Florida
Product Line:  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

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).  It is too early in this arrangement to measure results.

Previously, eCom developed an e-commerce infrastructure that provided an
affordable, user-friendly technological platform to facilitate web business
development.  It also operated an on-line business as a test model, using
Company developed e-commerce concepts to sell paintball products.

However, the current business model was revised with the intention to eventually
separate the e-commerce business segment, which is described above, along with
the previously operated programs, for the purpose of allowing each of the three
business segments the opportunity to grow on its own.  The company realizes that
it presently does not have the proper resources to develop all three 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.

Comparison of Results of Operations - Year Ended May 31, 2003 vs. Year Ended
May 31, 2002

Revenue for the year ended May 31, 2002 was $148,672 compared to 212,904 of
revenue recorded during the same period of the prior year.

On May 11, 2001 the Company sold the rights to use of the toll-free telephone
number, 1-800-PAINTBALL, and related website addresses for a cash payment of
$900,000.  A gain on sale was recorded in the amount of $858,656.  As a result
of this sale, the Company has divested all of its paintball-related business
with the exception of the manufacture and sale of the Viper M1 paintball marker.

The USA Performance Products subsidiary had entered into a proposed sale of
the Viper product line during February 2001.  In order to comply with the
terms of the sales contract, all Viper inventory was taken out of production
in preparation of shipment during April 2001.  The sale subsequently was
canceled, but the fiscal year was complete before we was able to resume
production of Viper products.  The Viper product line restarted operations
during July 2001.  Since its business model is focusing on compression
technology, funds have not been made available to market and resume full
production of the Viper product line.  The Company will continue to pursue
the sale of this product line as part of the plan to divest all lines of
business unrelated to MyPhotoZip (tm) software.

Although the paintball product lines accounted for the majority of its
                                    10

revenues ($137,729 and $212,093 in the years ended May 31, 2003 and 2002,
respectively), the decision to sell this business was not difficult.

Although the paintball product lines accounted for the majority of its
revenues ($137,729 and $212,093 in the years ended May 31, 2003 and 2002,
respectively), the decision to sell this business was not difficult.

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.

The sale of extraneous product lines allows us to focus on much greater
opportunities afforded by the development of MyPhotoZip (tm). With the sale of
the 1-800-PAINTBALL assets, the Company reduced its expense levels and
generated cash that was used to support its operations while significantly
reducing its liabilities in the form of accounts payable and other debt. The
Company expects to produce a similar result with the future sale of the Viper
product line.

Cost of sales decreased to $117,372 from $191,386 in the prior year
(a decrease of 39%), while gross profit increased to $31,300 from $21,518
(an increase of 45%) in the prior year.  The reduction in cost of sales
reflected the decline in paintball sales.  The margin realized on
paintball products excluding depreciation expense improved during the current
year to 48% from 33%.  This increase in gross margin was due to a greater
reliance on retail sales of both the Viper gun and MyPhotoZip.  The prior year
gross profit percentage reflected a higher volume of wholesale Viper gun sales.

Total operating expenses for the year ended May 31, 2003 were $533,515
compared to $1,672,306 for the year ended May 31, 2002.  Decreases in sales
and marketing expense ($14,045 in fiscal year 2003 versus $77,119 in 2002);
product development expense ($14,900 in fiscal year 2003 versus $59,641 in
2002); and general and administrative expense ($484,313 in fiscal year 2003
versus $1,533,396 in 2002) were the result of decreases in overhead as the
company focuses its efforts towards the MyPhotoZip product line.

The operations for the year ended May 31, 2003 resulted in a net loss of
$770,790 versus a net loss of $1,482,533 recorded in the year ended May
31, 2001.  Current 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.  The prior year
figures included gains recorded from the settlement of lawsuits which totaled
$177,558.

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The net operating
loss carry-forwards as of May 31, 2003 total $6,635,000.  These carry-forwards
will be available to offset future taxable income. If not used, the operating
loss carry-forwards will expire from 2010 to 2018.  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,
2003.
                                    11
Liquidity and Capital Resources

At May 31, 2003, current assets totaled $151,471 compared to $544,617 at the
prior year-end.  Of the $392,746 decrease in total current assets, prepaid
assets accounted for $150,784 of the decrease and other current
assets declined 187,000. On May 1, 2002 1,000,000 shares of common stock were
issued to our attorney to pay for future legal costs.  All million shares were
sold during the quarter ending February 28, 2003 resulting in a loss of
$116,418. Also on May 1, 2002 1,000,000 shares were placed in an attorney escrow
account to settle our litigation with National Paintball.  During the quarter
ending February 28, 2003 all 1,000,000 shares were sold.  A loss of 123,652 was
recorded on the sale of the 1,000,000 shares from the attorney escrow account.

A decrease in cash of $12,692 and in inventories of $26,144 helped to reduce
accounts payable still remaining from our discontinued lines of business.
Accounts payable decreased $16,881 from May 31, 2002 to May 31, 2003.
Current liabilities increased from $866,929 at the end of the prior fiscal year
to $875,569 at the end of the current year, an increase of $8,640.

Net cash used in operating activities was $182,288 and $802,005 for the years
ended May 31, 2003 and 2002, respectively.  The principal use of cash in both
periods was to fund our net loss from operations.  The issuance of stock
contributed $181,043 towards our operating deficit during the current year
period down from $952,859 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 $169,595 during the current 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.

ITEM 7. FINANCIAL STATEMENTS

The audited consolidated balance sheet of the Company for its years ended May
31, 2003 and 2002 and related consolidated statements of operations,
stockholders' equity and cash flows for the years ended May 31, 2003 and 2002
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, 2003 AND 2002

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, 2003 and 2002            F-2

Consolidated Statements of Operations
  for the Years Ended May 31, 2003 and 2002                        F-3

Consolidated Statement of Shareholders' Deficit
  for the Years Ended May 31, 2003 and 2002                        F-4

Consolidated Statements of Cash Flows
  for the Years Ended May 31, 2003 and 2002                        F-5

Notes to Consolidated Financial Statements                         F-7























                                    13








                                   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, 2003 and 2002 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 audit in accordance with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated 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, 2003
and 2002, 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 Q to the
financial statements, the Company's current liabilities exceed current assets
by $724,000 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 Q. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


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

September 26, 2003
                                    14




                                   F-2
ECOM ECOM.COM, INC.
CONSOLIDATED BALANCE SHEETS
MAY 31, 2003 and 2002                                  2003         2002
                                                ------------    ------------
                        ASSETS
Current Assets
  Cash and cash equivalents                           $  111       $  12,803
  Accounts receivable other                              347           1,473
  Inventories                                        147,389         173,533
  Prepaid expenses                                     3,624         154,408
  Other current assets                                     -         187,000
  Note receivable                                          -          15,000
                                                ------------    ------------
    Total Current Assets                             151,471         544,217
                                                ------------    ------------
Property and Equipment, net                           47,292          92,345
                                                ------------    ------------
Other Assets
  Intangible assets, net                              74,978           4,010
  Other assets                                         9,383         110,883
                                                ------------    ------------
    Total Other Assets                                84,361         114,893
                                                ------------    ------------
      Total Assets                                 $ 283,124       $ 751,455
                                                ============    ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                 $ 270,585       $ 287,466
  Accrued expenses                                     2,694           3,845
  Unearned revenue                                         -         100,000
  Current portion of long-term debt                  600,888         469,344
  Interest accrued on current portion                      -           6,274
  Other current liabilities                            1,402               -
                                                ------------    ------------
    Total Current Liabilities                        875,569         866,929

Notes Payable, Net of Current Portion                      -               -
                                                ------------    ------------
  Total Liabilities                                  875,569         866,929
                                                ------------    ------------
Stockholders' Equity
  Common stock, $.0001 par value, 50 million
    shares authorized, 36,393,112 and
    26,739,512 shares issued and outstanding           3,639           2,674
  Paid-in capital                                  6,048,622       5,755,767
  Accumulated deficit                             (6,644,706)     (5,873,915)
                                                ------------    ------------
    Total Stockholders' Deficit                     (592,445)       (115,474)
                                                ------------    ------------
    Total Liabilities and Stockholders' Equity     $ 283,124       $ 751,455
                                                ============    ============

See accompanying summary of accounting policies and notes to financial
statements.
                                    15
                                   F-3
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2003 and 2002
                                           2003                    2002
                                _________________       _________________
Revenues
  Net Sales                      $       148,672          $      212,904
  Cost of Sales                         (117,372)               (191,386)
                                 ________________        ________________
     Gross Profit                         31,300                  21,518
                                 ________________        ________________
Other Operating Expenses
  General and administrative             484,313               1,533,396
  Sales and marketing                     14,045                  77,119
  Product development                     14,900                  59,641
  Amortization                            20,257                   2,150
                                 ________________        ________________

     Total Operating Expenses            533,515               1,672,306
                                 ________________        ________________

Loss from Operations                    (502,215)             (1,650,788)
                                 ________________        ________________
Other Income (Expense)
  Interest income                              -                   2,510
  Interest expense                       (14,095)                (11,813)
  Loss on disposal of asset             (254,480)                177,558
                                _________________        ________________
     Net Other Expenses                 (268,575)                168,255
                                _________________        ________________

Net Loss                         $      (770,790)             (1,482,533)
                                =================        ================

Basic and Diluted Loss Per Share $         (.024)                  (.063)
                                =================        ================

Weighted Average Shares Outstanding   32,004,625              23,392,834
                                =================        ================














See accompanying summary of accounting policies and notes to financial
statements.                         16


                                   F-4
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE YEARS ENDED MAY 31, 2003 and 2002

                                                   Common Stock
                  Number     At      Add'l    Retained              Total
                    of       Par    Paid In   Earnings   Treasury Stockholder
                  Shares    Value   Capital   Deficit     Stock     Deficit
                ---------- ------ ---------- ----------- -------- -----------
Balance,
  May 31, 1998  11,894,600 $1,189 $ 484,361  $ (545,921) $(5,000) $ (65,371)
Issuance of
  Common Stock   1,089,000    109   450,913           -        -    451,022
Star Dot Marketing
  Pooling of
  Interest         675,000     68 1,269,932  (1,129,201)       -    140,799
Net Loss                 -      -         -    (619,606)       -   (619,606)
                ---------- ------ ---------- ----------- -------- ----------
Balance,
  May 31, 1999  13,658,600  1,366 2,205,206  (2,294,728)  (5,000)   (93,156)
Issuance of
  Common Stock   1,227,075    123 1,649,655           -        -  1,649,778
Net Loss                 -      -         -  (2,633,426)       - (2,633,426)
                ---------- ------ ---------- ----------- -------- ----------
Balance,
  May 31, 2000  14,885,675  1,489 3,854,861  (4,928,154)  (5,000)(1,076,804)
Issuance of
  Common Stock   4,125,161    412 1,977,151           -        -  1,977,563
Sale of Star Dot
  Marketing              -      -(1,699,929)  1,876,158        -    176,229
Cancellation of
  Treasury stock         -      -    (5,000)          -    5,000          -
Net Loss                 -      -         -  (1,339,386)       - (1,339,386)
                ---------- ------ ---------- ----------- -------- -----------
Balance,
  May 31, 2001  19,010,836 $1,901 $4,127,083 $(4,391,382)$     - $ (262,398)
Issuance of
  Common Stock   7,728,676    773  1,628,684           -       -  1,629,457
Net Loss                 -      -          -  (1,482,533)      - (1,482,533)
                ---------- ------ ---------- ----------- -------- -----------
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)
                ========== ====== ========== =========== ======== ===========




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


                                   F-5
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2003 and 2002

                                                        2003         2002
                                                     ----------   ----------
Cash Flows From Operating Activities
  Cash received from customers                        $ 148,672  $   235,123
  Interest income                                             -        2,510
  Cash paid to suppliers and employees                 (317,691)  (1,039,149)
  Interest paid                                         (13,269)        (489)
  Income taxes paid                                           -            -
                                                     ----------    ---------
    Net Cash Flows Used in Operating Activities        (182,288)    (802,005)

Cash Flows From Investing Activities
  Cash received from sale of 1-800-Paintball                  -      300,000
  Cash received from sale of rights to Viper-M1               -       25,000
  Deposits made                                               -       (1,010)
  Deposits on software                                        -     (100,000)
  Cancellation of software deposit                      100,000            -
  Recognition of unearned revenue                      (100,000)           -
  Purchase of equipment                                       -      (11,137)
  Proceeds received from sale of equipment                    -        1,187
                                                     ----------    ---------
    Net Cash Flows Provided By (Used In)
      Investing Activities                                    -      214,040
                                                     ----------    ---------
Cash Flows From Financing Activities
  Proceeds from sale of stock                            37,590      114,469
  Proceeds of loans from stockholders                   224,123      390,528
  Repayment of loans to stockholders                    (92,117)    (110,500)
  Proceeds from other loans                                   -            -
  Repayment of other loans                                    -            -
  Repayment of note                                           -            -
                                                     ----------    ---------
    Net Cash Flows Provided By Financing Activities     169,595      394,497
                                                     ----------    ---------
Net Increase (Decrease) in Cash                         (12,692)    (193,468)

Cash and Cash Equivalents at Beginning of Year           12,803      206,271
                                                     ----------    ---------
Cash and Cash Equivalents at End of Year            $       111  $    12,803
                                                     ==========   ==========









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


                                   F-6
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2003 and 2002


                                                         2003         2002
                                                      ----------   ----------
Supplemental Schedule of Non-Cash Financing Activities

  The following have been paid by the issuance of common stock:
    Payment of accounts payable, consulting
     fees and other expenses                         $  251,854  $ 1,040,740
    Acquisition of equipment                                  -        7,549
    Payment of research and development cost                  -        8,000
    Payment of employee compensation                          -       76,165
    Payment of loans and interest expense                24,510      193,520
    Prepayment of professional fees                           -      337,000
    Stock issued for purchase of intangibles             90,000            -

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

Net Loss                                             $ (770,790) $(1,482,533)
  Add items not requiring outlay of cash:
    Depreciation and amortization                        65,310       50,940
    Bad debts                                                 -            -
    Expenses paid by issuing common stock               181,043      952,859
    Sale of Star Dot Marketing - net disposition of
      assets, liabilities, and equity                         -            -
    Receipt of stock for services provided                    -            -
    Write down of stock received to fair value                -            -
    Gain on sale of 1-800-Paintball                           -            -
    Gain on licensing of Rights to Viper-M1                   -      (89,575)
    Gain on sale of other assets                              -         (688)
    Loss on sale of other assets                              -        1,772
  Cash was increased by:
    Decrease in accounts receivable                       1,126       19,766
    Decrease in inventory                                26,144       95,989
    Decrease in prepaid expenses                        150,784            -
    Decrease in note receivable                               -      285,000
    Decrease in other current assets                    187,000            -
    Increase in accrued expenses                              -            -
    Increase in other current liabilities                 1,402            -
  Cash was decreased by:
    Increase in accounts receivable other                     -            -
    Increase in prepaid assets                                -     (147,755)
    Decrease in accounts payable                        (16,881)    (487,564)
    Decrease in accrued expenses                         (1,151)        (216)
    Decrease in commission payable                            -            -
    Decrease in accrued interest payable                 (6,274)           -
                                                      ----------   ----------
      Net Cash Flows Used in Operating Activities    $ (182,288) $  (802,005)
                                                      ----------   ----------
See accompanying summary of accounting policies and notes to financial
statements.                         19



                                   F-7
ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

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
development and marketing of applications for its high-compression software,
called MyPhotoZip (tm).

Previously, the Company developed an e-commerce infrastructure that enabled
the small business enterprise to carve its niche in the retail and business
to business Internet economy. eCom eCom B2Bplus provided an affordable, user-
friendly technological platform and professional resources to facilitate web
business development. The eCom eCom SuperHUB gives the web entrepreneur a
comprehensive package of on-line tools to generate, execute and fulfill e-
commerce transactions. The Company has also operated its own on-line business
as a test model, using its e-commerce concepts to sell paintball products.
However, the Company recently revised its business model in order to focus on
the design and resale of MyPhotoZip (tm) software applications that will
compress, store, protect and transmit large video data files.  The Company's
intention is to divest all other product lines to concentrate on the
development of the market for this software. The Company's mission is to make
this software available to reduce bandwidth demand and increase storage
capabilities through development of custom applications that are not feasible
using technology previously available.

The Company was incorporated under the name US Amateur Sports, Inc. but
changed its name in January 1999 to better reflect its business operations.
eCom is the parent of US Amateur Sports Company, which is the parent of USA
Performance Products, Inc. US Amateur Sports Company (USASC) owns the rights
to: (1) the All American Bowl, a high school football all-star game, last
played in 1997 when it was broadcast to over 40 million households; (2) the
ProCard/ComCard, a prepaid phone card concept; and (3) USA SportsNet, which
was planned to be an Internet portal for access to sports information,
products and services with a focus on amateur athletes and local sports
organizations. In addition, USASC owned the rights to use of the toll-free
telephone number, 1-800-724-6822 (1-800-PAINTBALL) until it was sold as
described below.

USA Performance Products manufactures and distributes paintball guns and
accessories.  It has served as a test model for its e-commerce business
concepts and has generated the majority of revenues to date.

On January 21, 2000 the Company entered into a Stock Exchange Agreement with
the shareholders of Star Dot Marketing, Inc. ("SDMI"), which provided for the
transfer of all the outstanding common stock of SDMI to eCom eCom.com, Inc.
in exchange for 675,000 shares of common stock. The transaction was closed on
May 31, 2000. SDMI uses the trade name "Treasures of Sports" to offer a
complete line of guaranteed authentic, hand signed sports memorabilia and
other sports products. These products are marketed through joint sales
agreements with professional sports franchises.



                                    20


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE A - NATURE OF OPERATIONS (CONTINUED)


Consistent with the intent to divest all businesses and product lines
unrelated to MyPhotoZip (tm) compression software, the sale of one business
and one product line was consummated in the year ended May 31, 2001. On May
11, 2001 rights for the use of the toll-free telephone number, 1-800-
PAINTBALL, and related website addresses were sold for a cash payment of
$900,000. On May 31, 2001 the Company sold all of the stock of Star Dot
Marketing, Inc. in return for assumption of debt of $208,000 owed to the
original owners of SDMI.

In August 2001, eCom entered into a joint venture agreement with PremierSoft,
Inc. to form a new company called ZyndeCom, Inc.  ZyndeCom will market the "Z
Box," a software utility that combines DryIce (tm) with PremierSoft's Syndeos
(tm) software. Syndeos (tm) integrates software and hardware systems that
have been created independently. This joint venture is the first step to
moving the DryIce (tm) business concept into a revenue-generating stage.  The
joint venture was eventually terminated.

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.

Consolidation

The consolidated financial statements of the Company include the accounts of
USA Performance Products, 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.

                                    21


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


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.

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.


                                    22

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, 2003.
                                                                    Per
                                          Loss         Shares       Share
                                       (Numerator)  (Denominator)   Amount
For the year ending May 31, 2003:
 Basic earnings per share
  Loss applied to common shareholders $ (770,790)    32,004,625    $(0.02)


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, 2003 and 2002, inventory consisted of the following:

                             May 31, 2003           May 31, 2002

Finished goods                $     6,074            $     7,488
Work in process                   141,315                166,045
Raw materials                           0                      0
                              -----------            -----------
Total inventory               $   147,389            $   173,533


NOTE D - PREPAID EXPENSES

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 were
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.  The remaining prepaid expenses consist principally of amounts paid for
rent and service agreements.

NOTE E - OTHER CURRENT ASSETS

The Company issued 100,000 shares ($37,000) and 1 million shares ($150,000)
of unrestricted common stock.  The proceeds from the sale of this stock is to
be held in an attorney escrow account for payment of future costs.  The value
of the prepaid expenses were recorded at the quoted market price of the common
shares on the date of issuance May 1, 2002.  These shares were sold between
November 2002 and February 2003, resulting in a net loss to the company of
$160,652.

                                    23


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE F - NOTE RECEIVABLE

As part of settlement of the Saeilo and Renick litigation, on May 15, 2002,
Saeilo agreed to pay cash, inventory and forgive indebtedness, totaling
$127,494 for the right to manufacture a paintball gun similar to the Viper
M-1.  Cash in the amount of $25,000 was received at closing with an
additional $15,000 due June 15, 2002.  The note did not state any interest
or collateralization.  The payment was received in a timely manner.


NOTE G - MARKETABLE SECURITIES

The Company received 1.5 million common shares (.0001 par value) of eWebPEO
..com, Inc. in the prior fiscal year in payment for services rendered to the
Company.  The Company initially recorded the value of the securities and the
income on the books at $150.  eWebPEO.com, Inc. subsequently went out of
business and the investment was written down to zero.

NOTE H - 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, 2003 and May
31, 2002:
                                         May 31, 2003         May 31, 2002
                                        --------------       --------------
Computer hardware                          $ 150,111              $ 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                              311,580                311,580

  Accumulated depreciation                   264,288                219,235
                                           ---------              ---------
     Net Property and Equipment            $  47,292              $  92,345
                                           =========              =========
Depreciation expense included in the cost
  of sales for the years ended are:        $  45,053              $  48,790
                                           =========              =========

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





                                    24

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE I - 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 $9,430 and
$7,190 as of May 31, 2003 and May 31, 2002, 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 $11,250 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 $6,750 as of May 31, 2003.

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 J - OTHER ASSETS

In September 2001, the Company made a deposit of $100,000 towards the purchase
of software.  As part of the settlement with Impact Labs during November 2002,
this software contract was cancelled.  Other assets consist primarily of
security deposits on the lease of office facilities, an employee advance and
utility deposits.

NOTE K - LONG-TERM DEBT

Long-term debt at May 31, 2003 and May 31, 2002 consisted of:
                                                 May 31, 2003    May 31, 2002
                                                 ------------    ------------
A noninterest bearing, noncollateralized loan from
an offshore corporation, See Note O.  There is no
fixed or determinable date to repay this loan.       184,220          184,220

Noninterest bearing, non-collateralized loans
from stockholders. The loans are due on demand.      416,668          285,124
                                                  ----------       ----------
     Total Long-Term Debt                            600,888          469,344
     Less Current Portion                           (600,888)        (469,344)
                                                  ----------       ----------
     Net Long-term Debt                            $       0        $       0
                                                  ==========       ==========
The long-term loans payable mature as follows:
     May 31, 2003                                          0          469,344
     May 31, 2004                                    600,888                0
                                                  ----------       ----------
                                                   $ 600,888        $ 469,344
                                                  ==========       ==========
                                    25

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE L - UNEARNED REVENUE

The Company has received a total of $100,000 in cash as a non-refundable,
good faith down payment for services that include delivery of a special
application of the DryIce software.  Due to the settlement with Impact
Imaging, Development of this software application can no longer be completed.
The non-refundable deposit was written off as a credit against the loss on
disposition of asset account on November 19, 2002.


NOTE M - COST OF SALES
Included in the cost of sales are the following:
                                               May 31, 2003    May 31, 2002

Shipping and handling costs                     $         0     $        28
Packaging costs                                         460           1,103
                                                -----------     -----------
    Total                                       $       460     $     1,131
                                                ===========     ===========

NOTE N - 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, 2002.  A new lease was
negotiated for the manufacturing facility on July 1, 2003.  Future minimum
lease payments including sales tax as of May 31, 2003 are:

Fiscal Years ending:

            May 31, 2004                        28,700
            May 31, 2005                             0
                                              --------
            Total Minimum Lease Payments      $ 28,700
                                              ========

Rent expense for the periods ending May 31, 2003 and 2002 are $70,377 and
$56,020 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.

Four companies had similar suits of non-payment against either eCom eCom.Com
or USA Performance Products.   Each of these suits were settled during the
fiscal year ending May 31, 2002.  However, since that date two of the lawsuits
(National Paintball and Renick) reopened after being settled.

Our dispute with Impact Imaging Inc. was settled in Baltimore, Maryland on
November 19, 2002.

                                    26

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE N - COMMITMENTS AND CONTINGENCIES (CONTINUED)

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.  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 owed National
Paintball as of May 31, 2003 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 has reopened its lawsuit.  A settlement is
presently being negotiated.

Saeilo Manufacturing Industries filed a complaint against USA Performance
Products Inc. in the Fifteenth Judicial Circuit, Palm Beach County, FL, on
April 20, 2001. The complaint involved non-payment of $126,632.22 that Saeilo
contends has been due since April 10, 2001.  USA Performance Products moved
to dismiss the case on the grounds that the claim is based upon an oral
agreement without any terms and conditions of the agreement.  This case was
settled on May 15, 2002 along with the following complaint from
Renick Enterprises Inc.

Renick Enterprises, Inc. filed a complaint against USA Performance Products
and eCom eCom.com, Inc. in the Fifteenth Judicial Circuit, Palm Beach County,
FL on April 30, 2001. The complaint involved non-payment of $180,865.22 for the
design of the Viper I Paintball Marker, including various re-designs,
working on advertising, and developing new products.  Management contended
that Renick had not satisfactorily completed production of the product and
had not delivered the product to USA Performance Products Inc.

On May 15, 2002 a settlement was reached with Saeilo Manufacturing Industries
and Renick Enterprises, Inc.  As part of the settlement USAPP received cash,
notes receivable, inventory, and cancellation of the accounts payable,
totaling $127,493.59.  USA Performance products gave up raw material located
at both Saeilo and Renick totaling $37,919.  USAPP and Saeilo then entered
into an agreement where Saeilo would be allowed to manufacture a gun similar
to the Viper-M1 and USAPP would be able to purchase parts from Saeilo for use
in its Viper-M1.  A delay by Renick in selling his shares while the price per
share of ECEC stock was falling caused a shortfall in the value of Renick's ECEC

stock.  Hence, Renick has reopened its lawsuit.  The shares were originally
issued to Renick during June 2000 as full payment for work up to June 2000.
The Company believes it has a written contract that proves it to be faultless
in this matter. A settlement is presently being negotiated.

Lycos, Inc. filed a complaint against eCom eCom.Com, Inc. in the State of
Massachusetts, United States District Court on November 13, 2001.  The
complaint alleged that an amount of $159,500.00 plus attorneys' fees, costs

                                    27

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE N - COMMITMENTS AND CONTINGENCIES (CONTINUED)

and interest is owed to the complainant.  Lycos, Inc. provided advertising
impressions to eCom eCom.Com on the Lycos Network.  eCOM eCOM.COM contended
that Lycos was advised that the contract was cancelled.  The shares issued as
part of the SB-2 dated August 8, 2002 constitute full settlement of that suit.
The case was dismissed.

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 O - 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. The Company is currently
indebted to Axis for $184,220.

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, 2003 is $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,
2003 is $40,000.




                                    28


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE P - 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, 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
Non-cash expense      166,902      293,425        460,327
Segment gain (loss)  (207,564)    (563,226)      (770,790)
Segment assets        195,762      117,130        312,892

                                Electronic
                    Paintball    Commerce        Totals
Year Ended May 31, 2002
Revenues           $  212,088    $     812     $  212,900
Interest revenue            -        2,510          2,510
Interest expense          968       10,845         11,813
Depreciation           26,538       22,253         48,791
Amortization                -        2,150          2,150
Non-cash expense       44,918      973,820      1,018,738
Segment gain (loss)   (57,942)  (1,424,591)    (1,482,533)
Segment assets        431,287      320,168        751,455

 (a) Includes amounts not allocated to operating segments.



                                    29


ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002


NOTE Q - 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 $323,000 at May 31, 2002 and
by $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.  Subsequent to May 31, 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 for a period of
three years.  The company continues to manufacture and sell the Viper paintball
gun.  The Company is currently focusing its efforts on the design
and resale of MyPhotoZip (tm) software that compresses, stores, protects and
transmits large data files.

NOTE R - 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:
                                                     March 31, 2003
                                                     --------------
         Loss carry forward for tax purposes          $  6,635,000
                                                     ==============
         Deferred tax asset (34%)                        2,256,000
         Valuation allowance                            (2,256,000)
                                                     --------------
         Net deferred tax asset                                  -
                                                     ==============

Through May 31, 2003, the Company had a federal income tax net
operating loss carry forward of approximately $6,635,000 which will expire
through the year 2023.




                                    30

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE S - EFFECTS OF INFLATION

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

NOTE T - 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.

                                    31




ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE T - 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 U - 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

                                    32

ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2003 AND 2002

NOTE U - 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       63     Chairman, Chief            June 1994    (1),(2)
                             Executive Officer
                             and Director

Peter Tamayo, Jr. PHD 40     President                 (effective June 2002)

Robert C. Wilson      50     President and Director     April 2001   (1),(2)
                                                       (resigned May 2003)

Richard C. Turner     43     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 2004. 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.


                                    33

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.

Peter Tamayo, Jr. Ph.D. President and 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.

Robert C. Wilson, ex-Director, also served as President and COO of eCom from
June 2001 to July 2002.  He has since joined World Data Group, LLC. a soft-
ware technology company.  World Data Group is a Teaming Partner of eCom. In
1996, he established Wilson and Associates, a medical accounts receivable
factoring company, where he served as Managing General Partner. From 1992
through 1995 he served as Vice President of Sales for Optimum Capital
Corporation, Walnut Creek, California.


                                    34



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
2003, 2002 and 2001.






                                    35





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 No.Shares (No.) Payouts sation

David J. Panaia     2003      0     0      0       0       0      0      0
 Chairman, CEO      2002      0     0      0       0       0      0      0
                    2001      0     0      0       0       0      0      0

Peter Tamayo, Jr.   2003   75,000   0      0    750,000    0      0      0
 President & CTO

Richard C. Turner   2003   52,000   0      0       0       0      0      0
 CFO and Treasurer  2002   52,000   0      0    150,000    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
                    2001      0     0      0       0       0      0      0

Charles W. Hansen   2001  100,000   0      0    100,000    0      0  9,706(1)
ex-President and CEO

(1) Charles Hansen participated in a stock incentive plan which gave him the
opportunity to earn up to 25,000 shares of free-trading stock per year. The
stock was granted in pro rata monthly increments adjusted for market price
fluctuations. At the time the plan was discontinued, Mr. Hansen had received
9,706 shares.

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.

Charles W. Hansen, III, who was appointed President and Chief Executive
Officer on July 21, 2000, was employed from March 6, 2000 until December 18,
2000.

Mr. Hansen had an employment agreement under which he was compensated with an
annual salary of $100,000 plus participation in a stock incentive plan. Upon
commencement of employment as Vice President Operations in March 2000, Mr.
Hansen was awarded 100,000 shares of restricted stock.  When cash flow
permits, it is anticipated that other officers will be compensated in
accordance with appropriate employment contracts.





                                    36

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 36,393,112
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)           6,347,459          17.44
     10 Wyndham Lane
     Palm Beach Gardens, FL

     Richard C. Turner             2,777,400           7.63
     4200 Oak Street
     Palm Beach Gardens, FL

     Peter Tamayo Jr.                750,000           2.07
     Coral Springs, FL


     All Officers and              9,874,859          27.14
     Directors as a Group
     3 persons
___________________________


(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.


                                    37


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 an additional 150,000 shares to Thomas
J. Thomas as compensation for legal services performed by him prior to that
date.

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.
                                    38

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.

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.

                                    39


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.

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.


                                    40


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.

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.
                                    41

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.

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.







                                    42




                                  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
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.







                                    43


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, 2003 and 2002 and the
related statements of operations, stockholders' equity and cash flows for the
years ended May 31, 2003 and 2002 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, 2003 and 2002
F-2       Balance Sheets as of May 31, 2003 and 2002
F-3       Statements of Operations for the Years Ended May 31, 2003 and 2002
F-4       Statement of Shareholders' Deficit for the Years Ended May 31,
          2003 and 2002
F-5       Statements of Cash Flows for the Years Ended May 31, 2003 and 2002
F-7       Notes to Financial Statements

(b)     8-K Reports

On June 13, 2000 a Form 8-K was filed with the Securities and Exchange
Commission reporting in Item 2, "Acquisition or Disposition of Assets", that
the Company had acquired all of the outstanding shares of Star Dot Marketing,
Inc. on May 31, 2000.

On May 31, 2001 a Form 8-K was filed with the Securities and Exchange
Commission reporting in Item 2, "Acquisition or Disposition of Assets", that
on May 11, 2001 US Amateur Sports Company entered into an Agreement of Sale
of the 1-800-PAINTBALL division with Eugenio Postorivo, Jr., individually.

On June 7, 2001 a Form 8-K was filed with the Securities and Exchange
Commission reporting in Item 2, "Acquisition or Disposition of Assets", that
on May 31, 2001 eCom eCom.com, Inc. entered into a Stock Purchase Agreement
with Brian Delaporta, individually, to acquire all of the outstanding stock
of Star Dot Marketing, Inc. Star Dot Marketing, Inc. was a wholly owned
subsidiary of eCom eCom.com, Inc. (the "Stockholder") at the time of sale.
Brian Delaporta is to become the President of Star Dot Marketing, Inc.

(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)
10.7    Lease Agreement between Ryco Properties, Inc. and Registrant dated
        May 4, 1998 (3)
                                    44

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)
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.
(10)Incorporated by reference to Form 10-KSB for the year ended May 31, 2001.
(11)Statement of Computation of Earnings per Share May 31, 2003

                                    45
                               Exhibit 11
eCom eCom.com, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

Calculation of Numerator:     Calculation of Denominator:

   Net loss      (770,790)    Weighted average common shares
   Adjustment           0      issued and outstanding           32,004,625
                 --------     Potentially dilutive securities            0
   Net Loss      (770,790)                                      ----------
                =========     Weighted average shares
                               outstanding                      32,004,625
                                                                ==========

                              Exhibit 21

Subsidiaries of the Company
eCom eCom.com, Inc.
SUBSIDIARIES
as of May 31, 2003
                              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



ADDITIONAL INFORMATION

Corporate Headquarters
2700 PGA Boulevard, Suite 103, Palm Beach Gardens, Florida 33410
Telephone Number: (561) 622-4395; Fax Number: (561) 624-0202
Internet Address - http://www.ecomecom.net
E-mail Address - info@ecomecom.net

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






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                                    47


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, 2003, and is qualified in its entirety by reference
to such financial statements.

{PERIOD-TYPE}                                         12-MOS
{FISCAL-YEAR-END}                                MAY-31-2003
{PERIOD-END}                                     MAY-31-2003
{CASH}                                                   111
{SECURITIES}                                               0
{RECEIVABLES}                                            347
{ALLOWANCES}                                               0
{INVENTORY}                                          147,389
{CURRENT-ASSETS}                                     151,471
{PPE}                                                311,580
{DEPRECIATION}                                       264,288
{TOTAL-ASSETS}                                       283,124
{CURRENT-LIABILITIES}                                875,569
{BONDS}                                                    0
{PREFERRED-MANDATORY}                                      0
{PREFERRED}                                                0
{COMMON}                                               3,639
{OTHER-SE}                                          (596,084)
{TOTAL-LIABILITY-AND-EQUITY}                         283,124
{SALES}                                              148,672
{TOTAL-REVENUES}                                     148,672
{CGS}                                                117,372
{TOTAL-COSTS}                                        650,886
{OTHER-EXPENSES}                                           0
{LOSS-PROVISION}                                           0
{INTEREST-EXPENSE}                                    14,095
{INCOME-PRETAX}                                     (770,790)
{INCOME-TAX}                                               0
{INCOME-CONTINUING}                                 (770,790)
{DISCONTINUED}                                             0
{EXTRAORDINARY}                                     (254,480)
{CHANGES}                                                  0
{NET-INCOME}                                        (770,790)
{EPS-BASIC}                                             (.02)
{EPS-DILUTED}                                           (.02)





















                                    48




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 26, 2003  By:   /s/  David J. Panaia
                         David J. Panaia, Chief Executive Officer




September 26, 2003  By:  /s/  Richard C. Turner
                         Richard C. Turner, Chief Financial Officer



























                                    49


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 26, 2003

  /s/ David J. Panaia
-----------------------
David J. Panaia
Chief Executive Officer

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 26, 2003

  /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, 2003,
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

October 2, 2003


      /s/     Richard c. Turner


      Richard C. Turner
      Chief Financial Officer

October 2, 2003

[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., 2700 PGA Boulevard,
Suite 103, Palm Beach Gardens, Florida 33410. Any exhibits furnished are
subject to a reasonable photocopying charge.

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