SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                              Form 10-QSB
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended November 30, 2002
                 Commission File Number 33-96638-A
                          eCom eCom.com, Inc.

(Exact name of small business issuer as specified 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

            (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes [ X ]    No [   ]

As of November 30, 2002 the issuer had  31,045,112 shares of common stock,
$.0001 Par Value, outstanding.

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
























eCom eCom.com, Inc. Form 10-QSB November 30, 2002

                                       INDEX


                                                                    PAGE NO.
PART  I     FINANCIAL  INFORMATION


ITEM 1      FINANCIAL  STATEMENTS

            Independent Accountant's Report                             3

            Consolidated Balance Sheets:
                November 30, 2002 and May 31, 2002  (Unaudited)         4

            Consolidated Statements of Operations:
                Six Months Ended November 30, 2002 and
                2001  (Unaudited)                                       5

            Consolidated Statements of Operations:
                Three Months Ended November 30, 2002 and
                2001  (Unaudited)                                       6

            Consolidated Statements of Shareholders' Deficit:
                Years Ended May 31, 2002 and 2001 and the
                Six Months Ended November 30, 2002  (Unaudited)         7

            Consolidated Statements of Cash Flows:
                Six Months Ended November 30, 2002 and
                2001  (Unaudited)                                       8

            Notes to Consolidated Financial Statements                 10


ITEM  2     MANAGEMENT'S DISCUSSION AND ANALYSIS
            OR PLAN OF OPERATION                                       23


PART  II    OTHER INFORMATION

            ITEMS  1-6                                                 26











                                      2







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

Independent Accountant's Report

To the Board of Directors and Stockholders eCom eCom.com, Inc.

We have reviewed the accompanying Balance Sheets of eCom eCom.com, Inc. as of
November 30, 2002 and May 31, 2002, and the related consolidated statements of
operations, for the three-month periods and the six-month periods ended November
30, 2002 and 2001, the consolidated statement of stockholders' deficit from
May 31, 1999 through November 30, 2002, and the consolidated statement of cash
flows for the six-month periods ended November 30, 2002 and 2001. These
financial statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company's current liabilities exceed the current
assets by $378,000 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
described in the notes. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Wieseneck, Andres & Company, P.A.
January 17, 2003







                                      3







eCOM eCOM.COM, INC
CONSOLIDATED BALANCE SHEETS
(Unaudited)                                November 30, 2002    May 31, 2002
                                           -----------------   --------------
                        ASSETS
Current Assets
  Cash and cash equivalents                         $  1,050       $  12,803
  Accounts receivable, net of allowance for
   doubtful accounts of $0 and $0
  Accounts receivable other                           24,085           1,473
  Inventories                                        162,893         173,533
  Prepaid expenses                                   139,611         154,408
  Other current assets                               187,000         187,000
  Note receivable                                          -          15,000
                                                ------------    ------------
    Total Current Assets                             514,639         544,217
                                                ------------    ------------
Property and Equipment, net                           69,818          92,345
                                                ------------    ------------
Other Assets
  Intangible assets, net                              85,108           4,010
  Other assets                                         9,383         110,883
                                                ------------    ------------
    Total Other Assets                                94,491         114,893
                                                ------------    ------------
      Total Assets                                 $ 678,948       $ 751,455
                                                ============    ============
        LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                 $ 352,321       $ 287,466
  Accrued expenses                                     1,258           3,845
  Unearned revenue                                         -         100,000
  Current portion of long-term debt                  530,611         469,344
  Interest accrued on current portion                  8,240           6,274
                                                ------------    ------------
    Total Current Liabilities                        892,430         866,929
Notes Payable, Net of Current Portion                      -               -
                                                ------------    ------------
  Total Liabilities                                  892,430         866,929
                                                ------------    ------------
Stockholders' Equity
  Common stock, $.0001 par value, 50 million
    shares authorized, 31,045,112 and
    26,739,512 shares issued and outstanding           3,105           2,674
  Paid-in capital                                  5,980,970       5,755,767
  Accumulated deficit                             (6,197,557)     (5,873,915)
                                                 ------------    ------------
    Total Stockholders' Deficit                     (213,482)       (115,474)
                                                ------------    ------------
    Total Liabilities and Stockholders' Equity     $ 678,948       $ 751,455
                                                ============    ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
                                      4







ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                             For the Six Months Ended
                                      November 30, 2002    November 30, 2001
                                   _________________      __________________
Revenues
  Net Sales                             $    83,823            $   117,569
  Cost of Sales                             (66,417)              (122,260)
                                       _____________          _____________
      Gross Profit                           17,406                 (4,691)
                                       _____________          _____________
Operating Expenses
  General and administrative                312,142              1,033,075
  Sales and marketing                        21,764                 70,783
  Product development                        14,668                 25,546
  Amortization                               10,127                  1,120

                                       _____________          _____________
      Total Operating Expenses              358,701              1,130,524
                                       _____________          _____________
Loss from Operations                       (341,295)            (1,135,215)

Other Income (Expense)
  Interest income                                 -                  2,508
  Interest expense                           (4,937)                (7,837)
  Loss on disposal of asset                       -                 (1,084)
  Proceeds from settlement of lawsuit        22,590                      -
                                       _____________          _____________
      Net Other Expenses                     17,653                 (6,413)
                                       _____________          _____________

Net Loss                                   (323,642)           $(1,141,628)
                                       =============           ============

Net Loss Per Common Share               $      (.01)           $     (0.05)
                                       =============           ============

Weighted Average Shares Outstanding      29,255,638              21,339,543
                                       =============           ============


See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.








                                      5







ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


                                        For the Three Months Ended
                                November 30, 2002         November 30, 2001
                                _________________         __________________
Revenues
  Net Sales                       $        43,048         $         62,641
  Cost of Sales                           (31,174)                 (48,051)
                                    ______________             _____________
    Gross Profit                           11,874                   14,590
                                    ______________             _____________
Operating Expenses
  General and administrative              137,744                  424,749
  Sales and marketing                      13,644                    5,135
  Product development                         333                    5,245
  Amortization                              5,065                      470

                                   ______________              _____________
    Total Operating Expenses              156,786                  435,599
                                    ______________             _____________
Loss from Operations                     (144,912)                (421,009)

Other Income (Expense)
  Interest income                               -                      946
  Interest expense                         (2,450)                  (7,699)
  Loss on disposal of asset                22,590                   (1,772)
                                    ______________             _____________
    Net Other Expenses                     20,140                   (8,525)
                                    ______________             _____________

Net Loss                          $      (124,772)           $    (429,534)
                                     =============              ============

Net Loss Per Common Share         $         (.004)           $      (0.019)
                                     =============              ============

Weighted Average Shares Outstanding    30,664,245                22,875,031
                                     =============              ============



See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.







                                      6







ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT FOR THE YEARS ENDED MAY 31,
2002 AND 2001 AND THE SIX MONTHS ENDED NOVEMBER 30, 2002
(Unaudited)
                  Number     At      Add'l                          Total
                    of       Par    Paid In   Accum'd    Treasury Stockholder
                  Shares    Value   Capital   Deficit     Stock     Deficit
                ---------- ------ ---------- ----------- -------- -----------
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   7,728,686    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   4,305,600    431    225,203           -      -      225,634
Net Loss                 -      -          -    (323,642)     -     (323,642)
                ---------- ------ ---------- ----------- -------- -----------
Balance,
  Nov 30, 2002  31,045,112 $3,105 $5,980,970 $(6,197,557)$    -   $ (213,482)
                ========== ====== ========== =========== ======== ===========



See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.












                                      7






eCOM eCOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001
(Unaudited)

                                     November 30, 2002   November 30, 2001
                                       _______________     _______________

Cash Flows From Operating Activities
    Cash received from customers         $     83,823        $    117,569
    Interest income                                 -               2,508
    Cash paid to suppliers and employees     (167,325)           (628,815)
    Interest paid                              (4,519)                (88)
                                       _______________     _______________
        Net Cash Flows Used in
         Operating Activities                 (88,021)           (508,826)
                                       _______________     _______________
Cash Flows From Investing Activities
    Cash received from sale of
     1-800-Paintball                                              300,000
    Issuance of note receivable                                    (5,000)
    Deposit on software                                          (100,000)
    Cancellation of software deposit          100,000
    Recognition of unearned revenue          (100,000)
    Purchase of equipment                           -              (6,474)
    Proceeds received from sale of equipment        -               1,187
                                       _______________     _______________
        Net Cash Flows Provided By
         (Used In) Investing Activities             0             189,713
                                       _______________     _______________
Cash Flows From Financing Activities
    Proceeds from note receivable              15,000                   -
    Proceeds of loans from stockholders        94,801             224,941
    Repayment of loans to stockholders        (33,534)           (109,400)
                                       _______________     _______________
        Net Cash Flows Provided By
         Financing Activities                  76,268             115,541
                                       _______________     _______________
Net Decrease in Cash                          (11,753)           (203,572)

Cash and Cash Equivalents at
 Beginning of Period                           12,803             206,271
                                       _______________     _______________
Cash and Cash Equivalents at
 End of Period                           $      1,050        $      2,699
                                       ===============     ===============




See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.


                                      8







eCOM eCOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001
(Unaudited)

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


                                     November 30, 2002   November 30, 2001
                                        _______________    _______________

Net Loss                                $     (323,642)    $   (1,141,628)
    Add items not requiring outlay of cash:
        Depreciation and amortization           32,650             25,438
        Expenses paid by issuing stock         130,125            664,702
        Gain on sale of assets                       -               (688)
        Loss on sale of assets                       -              1,772
    Cash was increased by:
        Decrease in inventory                   10,640             55,339
        Decrease in prepaid expenses            14,797              1,154
        Decrease in other current assets         1,500                  -
        Increase in accounts payable            64,854                  -
        Increase in accrued expenses                 -              4,731
        Increase in accrued interest payable     4,443                  -
    Cash was decreased by:          -
        Increase in accounts receivable        (22,612)            (3,354)
        Increase in other assets                     -             (1,055)
        Decrease in accounts payable                 -           (115,237)
        Decrease in accrued expenses              (776)                 -
                                        _______________    _______________
             Net Cash Flows Used In
              Operating Activities             (88,021)     $    (508,826)
                                        ===============    ===============

Supplemental Disclosures
------------------------
Non-Cash transactions
 Stock issued for purchase of fixed assets      78,520          $   1,950
 Stock issued for purchase of intangibles       90,000                  -
 Services received as payment of note
   receivable                                        -              5,000

Supplemental Schedule of Non-Cash Financing Activities
------------------------------------------------------
Non-Cash transactions
 Stock issued for payment of services      $   130,125          $ 664,702
 Stock issued for payment of debt                    -              7,869


See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.


                                      9







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

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 has changed its direction and is now focused on
the development and marketing of unique and secure software applications, for
both stand alone products and integration into existing programs.  Its first
product is a high-compression software called MyPhotoZip (TM).  Several other
products are being developed one of which features a subscription based
service that delivers faster DSL-like speeds over standard dial-up lines with
no distance limitations.  This product will also enhance the speed of existing
broadband connections.  It will reduce broadband cost, provide portable
broadband capabilities from anywhere, ultra-secure firewall and, ad and site
blocking.  This means that the company will be offering high-speed access
where broadband is not currently available.  Many other cutting edge
applications will be introduced later this year.

Previously, the Company developed an e-commerce infrastructure. eCom eCom
provided an affordable, user-friendly technological platform and professional
resources to facilitate web business development.  We also have operated our
own on-line business as a test model, using our e-commerce concepts to sell
paintball products.  However, we recently revised our business model in order
to focus on the design and marketing of our first product MyPhotoZip(tm)
software applications that will compress, store, protect and transmit large
video data files.  Our intention is to eventually divest other e-commerce
product lines to concentrate on the development of the marketing of unique
software.

Our mission is to make our software products secure, 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 our e-commerce business
concepts and has generated the majority of our revenues to date.

See accompanying independent accountants' review report.
                                     10







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE A - NATURE OF OPERATIONS (CONTINUED)

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.

Consistent with the intent to divest all businesses and product lines
unrelated to software development, the sale of one business and one product
line were consummated during 2001.  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.

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 a different vendor,
MeVis Technology of Germany, and that the first product to be released using
the new technology would be photo storage software called MyPhotoZip(tm).
The new encoding technique provides a better quality image than JPEG and other
compression products now on the market.  We intend to move 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.

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.

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



                                     11







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE A - NATURE OF OPERATIONS (CONTINUED)

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.

Baseball Hall of Fame candidate Jeff Reardon has been retained to assist with
our marketing efforts. His photograph will be placed on MyPhotoZip(TM) and
will be used for other advertising purposes.

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 is scheduled to be released in early 2003.

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 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.  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.  We 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.



See accompanying independent accountants' review report.

                                     12







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

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

Cash

Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days. The company maintained cash
balances in one bank in amounts in excess of federal insurance limits as of
May 31, 2001. The balance in this account fell below $100,000 during August
2001.


Allowance for Doubtful Accounts

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

Depreciation

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

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.

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.

See accompanying independent accountants' review report.
                                     13







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

On November 30, 2002, inventory consisted of the following:

Finished goods           $    6,344
Work in process             156,549
Raw materials                     0
                         ----------
      Total inventory    $  162,893
                         ==========

NOTE D - PREPAID EXPENSES

Prepaid expenses consist principally of amounts paid for rent, subscriptions
and domain name registrations.

NOTE E - 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 F - PROPERTY AND EQUIPMENT

The following is a summary of property and equipment recorded in the
financial statements at cost less depreciation as of November 30, 2002 and May
31, 2002:
                              November 30, 2002    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
                                ------------      ------------
    Total Cost                       311,580           311,580








See accompanying independent accountants' review report.
                                     14







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE F - PROPERTY AND EQUIPMENT (continued)

Accumulated Depreciation             241,762           219,235
                                ------------      ------------
  Total Net Property and
   Equipment                    $     69,818      $     92,345
                                ============      ============
Depreciation expense included
in the cost of sales for the
periods ended are:              $     22,526      $     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

NOTE G - 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 $7,750 and
$7,190 as of August 31, 2002 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 $2,813 as of August 31, 2002.

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 $3,375 as of November 30, 2002.

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 $1,123.

NOTE H - OTHER ASSETS

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




See accompanying independent accountants' review report.
                                     15







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE I - LONG-TERM DEBT

Long-term debt at November 30, 2002 and May 31, 2002 consisted of:

                                                  November 30,        May 31,
                                                       2002            2002
                                                     --------        --------
A non-interest bearing, non-collateralized loan
from an offshore corporation that is due on
demand.                                              184,220          184,220

Three non-interest bearing, non-collateralized
loans from stockholders.  The loans are due on
demand.                                              346,391          285,123
                                                  ----------       ----------
     Total Long-Term Debt                            530,611          469,344
     Less Current Portion                            530,611          469,344
                                                  ----------       ----------
     Net Long-term Debt                            $       0        $       0
                                                  ==========       ==========
The long-term loans payable mature as follows:
     May 31, 2003                                    530,611          469,344
                                                  ----------       ----------
                                                   $ 530,611        $ 469,344
                                                  ==========       ==========

NOTE J - 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 against the loss on disposition of
asset account on November 19, 2002.

NOTE K - COST OF SALES

Included in the cost of sales are the following:

                                             November 30, 2002  May 31, 2002
                                               ------------     ------------
Shipping and handling costs                     $         8     $        28
Packaging costs                                           0           1,103
                                                ------------    ------------
        Total                                   $         8     $     1,131
                                                ============    ============
Shipping income                                 $     5,392     $     9,706
                                                ============    ============
See accompanying independent accountants' review report.
                                     16







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE L - COMMITMENTS AND CONTINGENCIES

The Company leases office facilities under an operating lease one which
expires on March 31, 2004 and one that expires June 30, 2003. The Company
leases its manufacturing facility under an operating lease which expired
June 30, 2002. Future minimum lease payments including sales tax as of
November 30, 2002 are:
Fiscal Years ending:

            May 31, 2003                      $ 19,962
            May 31, 2004                        30,200
            May 31, 2005                             0
                                               -------
            Total Minimum Lease Payments      $ 50,162

Rent expense for the six month period ending November 30, 2002 and 2001 are
$40,726 and $26,386 respectively.

We are no longer party to any lawsuits, having settled all prior legal
actions. Our dispute with Impact Imaging Inc. was settled in Baltimore,
Maryland on November 19, 2002.

On March 12, 2002 Impact Imaging, Inc. (III) filed suit in the United States
District Court for the District of Maryland to establish a temporary
restraining order preventing eCom eCom.com from selling myPicZip(TM) and
DryIce(TM) so long as these products use III software and technology.  The
suit demanded that eCom eCom.com pay $250,000 plus interest, costs and
attorneys' fees for the February 4, 2002 delivery of myPicZip(TM).

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 will be voluntarily dismissed.











See accompanying independent accountants' review report.
                                     17







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE M - RELATED PARTY TRANSACTIONS

On January 10, 1998, the Company's Board of Directors approved an agreement
with Axis Enterprises, Ltd., a Bahamian corporation of Nassau, Bahamas, to
retain Axis 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 in return for cancellation of $437,362 ($.34 per share) of the debt
owed to him. The balance owed to Mr. Panaia at November 30, 2002 was $210,676.

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 November
30, 2002 is $25,000.

NOTE N - BUSINESS SEGMENTS

The Company's reportable segments are strategic business units that offer
different products and services.  The Company has two reportable segments:
electronic commerce and software. The electronic commerce segment has provided
an e-commerce infrastructure to enable small businesses to expand to the
Internet.  The e-commerce segment will now focus on classifieds, auctions and
its paintball gun company.  The software segment will now focus on the design
and resale of secure software applications for compression and transmission of
large data files.







See accompanying independent accountants' review report.

                                     18







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE N - BUSINESS SEGMENTS (CONTINUED)

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
Six Months Ended:    ----------    --------     -----------
November 30, 2002
-----------------
Revenues             $   76,706    $  7,118        83,824
Interest expense            270       4,668         4,938
Depreciation             11,573      10,954        22,527
Amortization                 -       10,127        10,127
Segment loss            (28,240)   (295,401)     (323,642)
Segment assets          392,979     285,969       678,948

Six Months Ended:
November 30, 2001
-----------------
Revenues             $  116,757    $    812   $   117,569
Interest revenue             -        2,508         2,508
Interest expense            208       7,629         7,837
Depreciation             13,392      11,016        24,408
Amortization                 -        1,120         1,120
Segment loss            (92,748) (1,048,880)   (1,141,628)
Segment assets          309,064     170,649       479,713

NOTE O - 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 $377,791 at November 30, 2002 and that
the Company has incurred net operating losses since inception.

In April of 1999, the Company entered into a financing agreement with a third
party whereby the Company may sell to the third party and that third party
must buy, a number of the Company's shares of common stock, subject to
restrictions (the "Put Option"). The more salient of the restrictions under
the Put Option includes that the Company must first register the shares which

See accompanying independent accountants' review report.
                                     19







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

NOTE O - RECOVERABILITY OF ASSETS AND GOING CONCERN (CONTINUED)

may be subject to the put, and the price and number of shares which may be
put to the third party in any 30-day period is dependent upon the Company's
share price as determined on the OTC Bulletin Board and volume of trading
activity. On April 10, 2000 the Company filed a registration statement on
Form S-1 with the Securities and Exchange Commission.

The registration statement was declared effective by the Commission on April
28, 2000, which allows the Company to exercise its rights under the agreement.
The financing agreement was terminated in April 2002.

Without the private placement from Swartz Private Equity, LLC, eCom will have
to fund future software development and operations 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.  eCom is continuing to look for buyers for the USA Performance
Products division.

NOTE P - INCOME TAXES

No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carry-forward as of November 30, 2002 was approximately
$6,188,000. These carry-forwards, which will be available to offset future
taxable income, expire beginning in 2010.

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

NOTE Q - EFFECTS OF INFLATION

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

NOTE R - 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. We adopted SAB 101
in our fiscal quarter beginning June 1, 2000. The adoption of SAB 101 had no
impact to our operating results and financial position.


See accompanying independent accountants' review report.

                                     20







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001
THREE MONTHS ENDED AUGUST 31, 2002 AND 2001

NOTE R - RECENT ACCOUNTING PRONOUNCEMENTS (continued)

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. We adopted SFAS No. 133 in our
fiscal quarter beginning June 1, 2000. The adoption of SFAS No. 133 had no
impact to our operating results and financial position, since we currently do
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
estimateble 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.

NOTE S - 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.

See accompanying independent accountants' review report.
                                     21







ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001
THREE MONTHS ENDED AUGUST 31, 2002 AND 2001

NOTE S - PRIVATE EQUITY LINE (CONTINUED)

As compensation to enter in to the Equity Line Commitment, Swartz received a
warrant convertible into 490,000 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 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.























See accompanying independent accountants' review report.
                                     22







ECOM ECOM.COM, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the accompanying
consolidated financial statements for the three-month periods ended August
31, 2002 and 2001 and the Form 10-KSB for the fiscal year ended May 31, 2002.

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
paintball 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.

Overview

Two realities have been made clear: 1) investor appetite for technology stocks
diminished dramatically; and 2) e-commerce spending declined.  By early fiscal
2002, eCom had begun to radically restructure its business operations to
preserve the Company's future in these difficult markets.  This transformation
continues today.  As a result of this focused execution, we believe we have set
the stage to propel eCom's future business.  The transitional architecture
consists of creating two business segments, e-commerce and e-software.

The Company cancelled almost all of its existing partnerships and teaming
agreements.  It has settled all legal actions including reaching a fair and
amicable resolution of a business dispute with Impact Imaging Inc.  During the
past few years eCom sold its sports marketing division, scaled back its
manufacturing operations, downsized its full-time employees and consultants,
dramatically cut its operations and overhead, and focused on its new core
business software development and marketing.

The first new software development venture focused on image compression.
Through an agreement with MT Wice eCom, developed MyPhotoZip (tm).
MyPhotoZip(tm) software revolutionizes the compression, storage, protection,
transmission and use of large digital image files.  MyPhotoZip(tm) is capable
of compressing electronic images to ratios previously thought to be

                                    23







ECOM ECOM.COM, INC.

impossible. During the prior fiscal year, we recognized that the market
potential of this software and its applications far exceeded any other
opportunity available to us. We retooled our company's mission, the related
business model and our corporate structure to focus on the development of
applications and markets for MyPhotoZip(tm) software.

We have made significant progress during the prior two quarters in the
transition to implement the new business model.  In July 2002 we announced
that Peter Tamayo, Jr. Ph.D. was appointed President and Chief Technology
Officer.  On July 31, 2002 the company announced the initial launch of its
affiliate marketing program to sell MyPhotoZip.

Our company's reengineering dictated the need to sell or spin off all of our
non-software product lines.  With the sale last year of our 1-800-PAINTBALL
business and the Star Dot Marketing subsidiary, the only significant revenue-
generating product line left from our previous business model was the Viper
M1 paintball marker. As discussed below, our current operating results reflect
this temporary cessation of revenues. However, we believe that the potential
revenue and profit to be realized from our focus on MyPhotoZip(tm) and other
software products will confirm that the current lull in revenue generation is
a minor inconvenience.

Results of Operations

Comparison of the six month ended November 30, 2002 with the six months
ended November 30, 2001

Revenue for the six-month period ended November 30, 2002 was $83,823 compared
to $117,569 of revenue recorded during the same period of the prior year.
Current year revenues were recorded from sales of the Viper M1 paintball
marker and accessories and sales of MyPhotoZip (TM). Our 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 for shipment
during April 2001. The sale subsequently was canceled.  We intend to rebuild
Viper sales volume in anticipation of the eventual sale of this product line.

Gross profit improved from $(4,691) in the prior year period to $17,406 in
the current six-month period.  Amounts charged to cost of sales in the
prior year included costs associated with rebuilding our Viper M1 production
line.

The company continues to make improvements in cutting its operating costs.
Cost reduction was achieved in all major expense categories.  Sales and
marketing expense dropped from $70,783 in the six months ended November 30,
2001 to $21,764 in the current six-month period.  Product development
expenses were cut from $25,546 in the prior year period to $14,668 in the
current six-month period.  General and administrative costs dropped from
$1,033,075 in prior year to $312,142 in the current six-month period.  Most of
this cost savings was generated from a reduction in personnel and overhead.

                                     24







ECOM ECOM.COM, INC.

Amortization expense increased from $1,120 to $10,127 as a result of
increases in intangible assets.  During the current six-month period, the
company acquired the rights to license Virtual Protect and Pandora from
Internet Security Solutions, Inc.  The company also acquired the rights to
the www.fotocrazy.com internet domain name.  The fotocrazy.com web site will
be an online digital photo album site were customers will be able to store
and share their pictures.

The company incurred net interest expense of $4,937 in the current six month
period compared to a net interest income of $2,112 in the prior year quarter.

This was primarily due to being able to invest the proceeds from the May, 31
2001 sale of the 1-800-PAINTBALL name for $900,000.

Our operations for the six months ended November 30, 2002 resulted in a net
loss of $323,642, a $817,968 improvement over the net loss of $1,141,628
recorded during the six months ended November 30, 2001.

Comparison of the three months ended November 30, 2002 with the three months
ended November 30, 2001.

Revenue for the three-month period ended November 30, 2002 was $43,048
compared to $62,641 of revenue recorded during the same period of the prior
year. Gross profit declined from $14,590 in the prior year to $11,874 in the
current quarter.

Reductions were recorded in all operating expense categories except for sales
and marketing.  Sales and marketing expenses increased from $5,135 in last
year's second quarter to $13,644 in the quarter ending November 30, 2002.
This was due to the marketing expenses of MyPhotoZip.  The downsizing of
personnel noted in the six-month analysis above accounted for most of the
savings to General and administrative expenses.  G&A expenses of $137,744
posted in the current quarter reflected a cut of $287,005 from the $424,749
in G&A costs recorded during the same period of the prior year.  Product
development expenses declined from $5,245 in the prior year quarter to $333
in the current three-month period.  Amortization expense increased from $470
to $5,065 as a result of increases in intangible assets as noted in the six-
month analysis.

Our operations for the three months ended November 30, 2002 resulted in a net
loss of $124,772, a $304,762 improvement compared to the net loss of $429,534
recorded for the three months ended November 30, 2001.

Liquidity and Capital Resources

At November 30, 2002, current assets totaled $514,639 compared to $544,217 at
the end of the prior fiscal year.  Of the $29,578 decrease in total current
assets, prepaid assets accounted for $14,797 of the decrease.  On May
1, 2002 1,000,000 shares of common stock were issued to our attorney to pay
for future legal costs.  Attorney fees of $13,582 were deducted from the
prepaid account during the six-month period ending November 30, 2002.
                                     25







ECOM ECOM.COM, INC.

A decrease in cash of $11,753 and in inventories of $10,640 helped to reduce
accounts payable still remaining from our discontinued lines of business.
Accounts payable decreased $299,603 from November 30, 2001 to November 30, 2002.

Current liabilities rose from $866,929 at the end of the prior fiscal year
to $892,430 at the end of the current quarter, an increase of $25,501.  This
increase was the result of increasing payables and shareholder borrowing as we
begin operations under the new business model.  Accounts payable increased
$64,855 and loans from shareholders increased $61,267.

Net cash used in operating activities was $88,021 during the current six-
month period compared to $508,826 during the same period of the prior year.
The principal use of cash in both periods was to fund our net loss from
operations.  The issuance of stock contributed $130,125 towards our operating
deficit during the current six-month period.

Investing activities provided $189,713 in cash during the prior years six-
month period compared to no cash used in investing activities for the current
six-month period.  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 $76,268 during the first six
months of 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.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

We are no longer party to any lawsuits, having settled all prior legal
actions. Our dispute with Impact Imaging Inc. was settled in Baltimore,
Maryland on November 19, 2002.

                                     26







ECOM ECOM.COM, INC.

On March 12, 2002 Impact Imaging, Inc. (III) filed suit in the United States
District Court for the District of Maryland to establish a temporary
restraining order preventing eCom eCom.com from selling myPicZip(TM) and
DryIce(TM) so long as these products use III software and technology.  The
suit demanded that eCom pay $250,000 plus interest, costs and attorneys' fees
for the February 4, 2002 delivery of myPicZip(TM).

On May 20, 2002 ECOM filed a counterclaim against III, alleging breach of
contract, breach of warranty, breach of implied covenant of good faith and
fair dealing, fraud, and negligent misrepresentation.

On November 19, 2002 a settlement was reached with eCom receiving $40,000 of
the $100,000 deposit it made to Impact Imaging during September 2001.  As
part of the settlement eCom agreed not to sell or distribute any software
developed by Impact Imaging Inc.  After legal fees eCom recorded a $22,590
receivable which was received during December 2002.

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.

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 designof 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.
                                     27







ECOM ECOM.COM, INC.

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
August 31, 2002 the stock was being held in an Attorney escrow account,
waiting for registration.

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 will be voluntarily dismissed.

ITEM 2. Changes in Securities.
None

ITEM 3. Defaults Upon Senior Securities.
None

ITEM 4. Submission of Matters to a Vote of Security Holders.
None

ITEM 5. Other Events.
None

ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:

   EXHIBIT
   NUMBER        DESCRIPTION                LOCATION
   -------       -----------------------    ------------------------------
   27            Financial Data Schedule    Filed herewith electronically

(b) Reports on Form 8-K:
None

This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 4 and 5 of the
Company's Form 10-QSB for the quarter ended August 31, 2002, and is qualified
in its entirety by reference to such financial statements.



                                     28







ECOM ECOM.COM, INC.





                                  SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
eCom eCom.com, Inc.

January 17, 2003                    By:  /s/  David J. Panaia
                                              David J. Panaia,
                                              Chief Executive Officer




January 17, 2003                    By:  /s/  Richard C. Turner
                                              Richard C. Turner,
                                              Chief Financial Officer






























                                     29







ECOM ECOM.COM, INC.

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

I, David J. Panaia, certify that:

1. I have reviewed this quarterly report on Form 10-Q of eCom eCom.com Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers 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 quarterly report is being
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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 officers 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;
and





                                     30







ECOM ECOM.COM, INC.

6. The registrant's other certifying officers and I have indicated in this
quarterly 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: January 17, 2003

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







































                                     31







ECOM ECOM.COM, INC.

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

I, Richard C. Turner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of eCom eCom.com Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers 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 quarterly report is being
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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 officers 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;
and





                                     32







ECOM ECOM.COM, INC.

6. The registrant's other certifying officers and I have indicated in this
quarterly 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: January 17, 2003

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







































                                    33