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  August 31,  2001


                      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 August 31, 2001 the issuer had 20,303,388 shares of common stock,
$.0001 Par Value, outstanding.

Transitional  Small  Business  Disclosure  format: Yes       No    X
                                                        ---       ---











eCom eCom.com, Inc.                                            Form 10-QSB
                                                           August 31, 2001


INDEX

										       PAGE NO.
PART  I     FINANCIAL  INFORMATION


ITEM 1      FINANCIAL  STATEMENTS

            Independent Accountant's Report                             3

            Consolidated Balance Sheets:
                August 31, 2001 and May 31, 2001  (Unaudited)           4

            Consolidated Statements of Operations:
                Three Months Ended August 31, 2001 and
                2000  (Unaudited)                                       5

            Consolidated Statements of Shareholders' Deficit:
                Years Ended May 31, 2001 and 2000 and the
                Three Months Ended August 31, 2001  (Unaudited)         6

            Consolidated Statements of Cash Flows:
                Three Months Ended August 31, 2001 and
                2000  (Unaudited)                                       7

            Notes to Consolidated Financial Statements                  9


ITEM  2     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
            OR  PLAN  OF  OPERATION                                    19


PART  II    OTHER  INFORMATION

            ITEMS  1-6                                                 22
















                                       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 August 31, 2001 and May 31, 2001, and the related consolidated
statements of operations, for the three-month periods ended August 31, 2001
and 2000, the consolidated statement of stockholders' deficit from May 31,
1999 through August 31, 2001, and the consolidated statement of cash flows
for the three month periods ended August 31, 2001 and 2000. 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 $650,000 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.


October 17, 2001


                                       3








ECOM ECOM.COM, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

			           ASSETS
                                       August 31, 2001        May 31, 2001
                                       _______________        ____________
Current Assets
  Cash and cash equivalents           $         50,586        $    206,271
  Accounts receivable,
    net of allowance of $6,500                  30,103               3,537
  Accounts receivable other                     17,702              17,702
  Inventories                                  239,637             269,522
  Prepaid expenses                               6,132               6,653
  Note receivable                                5,000             300,000
                                       _______________        ____________
      Total Current Assets                     349,160             803,685
                                       _______________        ____________
Property and Equipment, net                    130,293             134,982
                                       _______________        ____________
Other Assets
  Intangible assets, net                         5,600               6,160
  Other assets                                  10,732               9,828
                                       _______________        ____________
      Total Other Assets                        16,332              15,988
                                       _______________        ____________
      Total Assets                        $    495,785        $    954,655
                                       ===============        ============
	                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                        $    605,659         $   775,030
  Accrued expenses                               6,310              10,335
  Unearned revenue                             100,000             100,000
  Current portion of long term debt            285,188             331,688
                                       _______________        ____________
      Total Current Liabilities                997,157           1,217,053
                                       _______________        ____________
      Total Liabilities                        997,157           1,217,053
                                       _______________        ____________
Stockholders' Equity
  Common stock, $.0001 par value,
    50 million shares authorized,
    20,303,388 and 19,010,836
    shares issued and outstanding                2,030               1,901
  Paid-in capital                            4,600,074           4,127,083
  Accumulated deficit                       (5,103,476)         (4,391,382)
                                       _______________        ____________
      Total Stockholders' Deficit             (501,372)           (262,398)
                                       _______________        ____________
      Total Liabilities and
       Stockholders' Equity               $    495,785         $   954,655
                                       ===============        ============

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 Three Months Ended
                                       August 31, 2001      August 31, 2000
                                        ______________      _______________
Revenues
  Net Sales                            $        54,928      $    1,377,794
  Cost of Sales                                (74,209)           (991,520)
                                        ______________     _______________
      Gross Profit                             (19,281)            386,274
                                        ______________     _______________
Other Operating Expenses
  Sales and marketing                           65,648             261,558
  Product development                           20,301             156,026
  General and administrative                   608,326             734,838
  Amortization                                     650               5,267
                                        ______________     _______________
      Total Operating Expenses                 694,925           1,157,689
                                        ______________     _______________
Loss from Operations                          (714,206)           (771,415)

Other Income (Expense)
  Interest income                                1,562                 406
  Interest expense                                (137)             (6,785)
  Gain on disposal of asset                        687                   -
                                        ______________     _______________
      Net Other Expenses                         2,112              (6,379)
                                        ______________     _______________

Net Loss                                $     (712,094)      $    (777,794)
                                        ==============     ===============

Net Loss Per Common Share               $        (0.04)      $       (0.05)
                                        ==============     ===============

Weighted Average Shares Outstanding         19,657,112          15,406,269
                                        ==============     ===============












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


                                       5








ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
FOR THE YEARS ENDED MAY 31, 2001 AND 2000
AND THE THREE MONTHS ENDED AUGUST 31, 2001
(Unaudited)


             Number          Additional   Accum-                  Total
               of     At Par  Paid-In     ulated     Treasury  Stockholders'
             Shares   Value   Capital     Deficit     Stock       Deficit
            --------  ------ ----------  ----------  --------- -------------
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
            1,292,552    129    472,991           -        -      473,120

Net Loss            -      -          -    (712,094)       -     (712,094)
           ----------  ----- ---------- -----------  -------- ------------
Balance, August 31, 2000
           20,303,388 $2,030 $4,600,074 $(5,103,476) $     -  $  (501,372)
           ========== ====== ========== ===========  ======== ============





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

                                       6








eCOM eCOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2001 AND 2000
(Unaudited)


	                                 August 31, 2001     August 31, 2000
                                       _______________     _______________

Cash Flows From Operating Activities
    Cash received from customers       $        54,928     $     1,406,274
    Interest income    	                         1,562                 406
    Cash paid to suppliers and employees      (455,015)         (1,623,716)
    Interest paid                                  (18)             (2,878)
                                       _______________     _______________
        Net Cash Flows Used in
         Operating Activities                 (398,543)           (219,914)
                                       _______________     _______________
Cash Flows From Investing Activities
    Cash received from sale of
     1-800-Paintball                           300,000                   -
    Purchase of equipment    	                  (6,329)             (9,831)
    Sale of equipment                              687                   -
                                       _______________     _______________
        Net Cash Flows Provided By
         (Used In) Investing Activities        294,358              (9,831)
                                       _______________     _______________
Cash Flows From Financing Activities
    Proceeds from sale of stock                      -              10,300
    Proceeds of loans from stockholders              -             122,000
    Repayment of loans to stockholders         (46,500)                  -
    Issuance of note receivable                 (5,000)                  -
                                       _______________     _______________
        Net Cash Flows Provided By
         (Used In) Financing Activities        (51,500)            132,300
                                       _______________     _______________
Net Decrease in Cash                          (155,685)            (97,445)

Cash and Cash Equivalents at
 Beginning of Period                           206,271             139,402
                                       _______________     _______________
Cash and Cash Equivalents at
 End of Period                         $        50,586     $        41,957
                                       ===============     ===============

Supplemental Disclosures
------------------------
Non-Cash transactions
  Stock issued for payment of services         471,900                   -
  Stock issued for purchase of fixed assets      1,220                   -


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 THREE MONTHS ENDED AUGUST 31, 2001 AND 2000
(Unaudited)
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities:

	                                  August 31, 2001    August 31, 2000
                                        _______________    _______________

Net Loss                                $     (712,094)    $     (777,794)
    Add items not requiring outlay of cash:
        Depreciation and amortization	      12,798             20,047
        Bad Debts                                    -             15,231
        Expenses paid by issuing stock         471,341            823,598
        Gain on sale of assets                    (687)                 -
    Cash was increased by:
        Decrease in accounts receivable              -             43,711
        Decrease in inventory                   29,886            136,390
        Decrease in prepaid expenses                 -             33,098
        Decrease in deposits                     1,260                  -
        Decrease in other assets                   560                  -
        Increase in accrued interest payable         -              6,784
        Increase in accounts receivable        (26,566)                 -
        Increase in prepaid assets                (739)                 -
        Increase in other assets                  (905)                 -
        Decrease in accounts payable          (169,372)          (501,907)
        Decrease in accrued expenses            (4,025)            (6,510)
        Decrease in accrued interest payable         -            (12,562)
                                        _______________    _______________
             Net Cash Flows Used In
              Operating Activities       $    (398,543)   $      (219,914)
                                        ===============    ===============




















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

                                       8








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

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 DryIce(tm).  Previously, the Company developed an e-commerce
infrastructure that enables the small business enterprise to carve its niche
in the retail and business to business Internet economy.  eCom eCom B2Bplus
provides 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.  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 resale of DryIce(tm) software applications
that compress, store, protect and transmit large data files in any format
including images, full motion video, audio and text.  Our intention is to
divest all other product lines to concentrate on the development of the
market for this software.  Our 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 our e-commerce business concepts and has generated the majority of our
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.


See accompanying independent accountants' review report.
                                       9








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE A - NATURE OF OPERATIONS (CONTINUED)

These products are marketed through joint sales agreements with professional
sports franchises.

Consistent with the intent to divest all businesses and product lines
unrelated to DryIce(tm) compression software, the sale of one business and
one product line were consummated during the final quarter of the year
ended May 31, 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.  (See Note C)

In August 2001, eCom entered into a joint venture agreement with Premier-
Soft, 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 Z-Box will deliver secure, real time and bi-directional manipulation
of data, which is accessible to all software and hardware applications
and configurations using fileless relay. Using artificial intelligence to
integrate and compress digital images and related data, it will facilitate
accurate and rapid transfer even over low-speed connections.
The agreement provides eCom with 51% of the stock of Zyndecom, and Premier-
Soft will own 49%. eCom will generate revenue by leasing the Dry Ice
technology to Zyndecom. PremierSoft will generate revenue by receiving
compensation for their management of Zyndecom. The two principal owners
of PremierSoft have signed consulting agreements with eCom.

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

See accompanying independent accountants' review report.
                                      10








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.  Star Dot Marketing, Inc. is a wholly
owned subsidiary that was acquired on May 31, 2000.  The transaction
consisted of an exchange of 675,000 shares of the Company's common stock for
all of the outstanding stock of SDMI and was recorded as a pooling of
interest. Because the 800-PAINTBALL assets were sold on May 11, 2001 and
Star Dot Marketing was sold on May 31, 2001, the operating statement for
the three months ended August 31, 2000 includes the results of operations
for both business segments, but related balance sheet accounts were
eliminated prior to consolidation at May 31, 2001. (See Note C)

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 from the sale of compression
products also will be recognized at the time the products are shipped.
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.

See accompanying independent accountants' review report.
                                      11








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories

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

NOTE C - BUSINESS COMBINATION AND SALE OF BUSINESS

The Company entered into a Stock Exchange Agreement with Star Dot Marketing,
Inc. (SDMI), a California Corporation, on January 21, 2000 whereby the
stockholders of SDMI received 675,000 shares of common stock of the Company
in exchange for all of the outstanding shares of SDMI.  The transaction was
accounted for as a pooling of interest.  The transaction qualified as a tax-
free reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue
Code and related Treasury Regulations.

In accordance with the terms of the merger, the principal stockholders of
SDMI, effective May 1999, converted approximately $1 million of advances to
paid in capital.  At the same time, an additional 309,000 shares of SDMI
were issued to the stockholders of Star Dot Marketing, Inc.  On May 31,
2001, eCom sold all of the stock of SDMI in return for assumption of SDMI
corporate debt in the amount of $208,000 which was owed to the original
shareholders of Star Dot. As a result, SDMI's accounts were removed from
eCom's balance sheet at May 31, 2001.  The statement of operations for the
three months ended August 31, 2000 reflects the combined operations of both
companies.

The sale of Star Dot Marketing was motivated by the revision of eCom's
business model which is now focused on marketing of DryIce(tm) compression
software.  This was consistent with the Company's announced intention to
divest all other product lines.

NOTE D - 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.

At August 31, 2001, inventory consisted of the following:

                           Finished goods           $   11,044
                           Work in process             217,275
                           Raw materials                11,318
                                                    ----------
                                 Total inventory    $  239,637
                                                    ==========



See accompanying independent accountants' review report.
                                      12








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE E - PREPAID EXPENSES

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

NOTE F - NOTE RECEIVABLE

The Company sold its rights to use the telephone number 1-800-PAINTBALL
(1-800-724-6822) for $900,000 on May 11, 2001. Cash in the amount of
$600,000 was received at closing with the remaining $300,000 due June 12,
2001.  The note did not state any interest or collateralization.  The final
payment was received in a timely manner.

NOTE G - PROPERTY AND EQUIPMENT

The following is a summary of property and equipment recorded in the
financial statements at cost less depreciation as of August 31, 2001 and
May 31, 2001:

                                    August 31, 2001    May 31, 2001
                                    ---------------    ------------

     Computer hardware               $    152,866      $    144,511
     Computer software                     56,308            56,308
     Furniture, fixtures and
      equipment                            51,441            49,492
     Tools, dies and fixtures              57,401            57,401
                                     ------------      ------------
         Total Cost                       318,016           307,712

     Accumulated
      Depreciation                        187,723           172,730
                                     ------------      ------------

      Total Net Property and
       Equipment                     $    130,293      $    134,982
                                     ============      ============
	Depreciation expense included
	 in the cost of sales for the
       periods ended are:            $     12,148      $     60,274
                                     ============      ============
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


See accompanying independent accountants' review report.
                                      13








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE H - 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 $5,600
and $5,040 as of August 31, 2001 and May 31, 2001, respectively.

NOTE I - OTHER ASSETS

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

NOTE J - LONG-TERM DEBT

Long-term debt at August 31, 2001 and May 31, 2001 consisted of:

                                                    August 31,    May 31,
                                                       2001        2001
                                                     --------    --------

A noninterest bearing, noncollateralized loan
from an offshore corporation that is due on
demand.                                              184,220      184,220

A noninterest bearing, noncollateralized
loan from stockholder. There is no fixed or
determinable date for repayment of this loan.        100,968      147,468


                                                    --------     --------
     Total Long-Term Debt                            285,188      331,688
     Less Current Portion                            285,188      331,688
                                                    --------     --------
     Net Long-term Debt                             $      0       $    0
                                                    ========     ========

The long-term loans payable mature as follows:

            Year ending May 31, 2002                 285,188      331,688
                                                    --------     --------
                                                    $285,188     $331,688
                                                    ========     ========

NOTE K - 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.  Development of this software
application has not yet been completed, so the cash payment has been
recorded as unearned revenue.

See accompanying independent accountants' review report.
                                      14








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE L - COST OF SALES

Included in the cost of sales are the following:
                                               August 31, 2001   May 31, 2001
                                               _______________   ____________

Shipping and handling costs                      $        28     $   109,160
Packaging costs                                          205          16,830
                                                ------------    ------------
	Total	                                     $       233     $   125,990
                                                ============    ============
Shipping income                                  $     1,504     $       840
                                                ============    ============

NOTE M - COMMITMENTS AND CONTINGENCIES

The Company leases office facilities under an operating lease which expires
on March 31, 2004.  The Company leases its manufacturing facility under an
operating lease which expires June 30, 2002.  Future minimum lease payments
including sales tax as of August 31, 2001 are:

    Years ending:

                August 31, 2002                   $ 41,316
                August 31, 2003                     35,539
                August 31, 2004                     28,700
                                                   -------
                Total Minimum Lease Payments      $105,555

Rent expense for the three month period ending August 31, 2001 and 2000 are
$12,665 and $28,000 respectively.

We are party to lawsuits in the normal course of our business. Litigation
can be expensive and disruptive to normal business operations; the results
of legal proceedings are difficult to predict.  We believe that we have
defenses in each of the cases set forth below and are vigorously contesting
each of these matters.  An unfavorable resolution of one or more of the
following lawsuits could adversely affect our business, results of
operations or financial condition.

Three companies had similar suits of non-payment against the USA Performance
Products, Inc. subsidiary of eCom eCom.com, Inc. ECOM will defend itself or
will file counterclaims against all three claims.

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 involves non-payment of $126,632.22 that
Saeilo contends has been due since April 10, 2001.  USA Performance Products
has moved to dismiss the case on the grounds that the claim is based upon an

See accompanying independent accountants' review report.
                                      15








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE M - COMMITMENTS AND CONTINGENCIES (CONTINUED)

oral agreement without any terms and conditions of the agreement.

USA Performance Products has only received delivery of $29,190.87 worth of
products, which is accounted for in both inventory and accounts payable as
of August 31, 2001.

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 involves 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 contends that Renick has not satisfactorily completed production
of the product and has not delivered the product to USA Performance Products
Inc.  USA Performance Products has only received delivery of $16,574.75
worth of products, which is accounted for in both inventory and accounts
payable as of August 31, 2001.

USA Performance Products will defend itself against both Saeilo and Renick
through a claim of lost production.  USA Performance products had entered
into a proposed sale of the Viper division of USA Performance Products to
both Renick and Saeilo during February 2001.  In order to comply with the
terms of the sales contract all inventory of the Viper division was taken
out of production in preparation of shipment during April 2001.  It took the
entire month of May 2001 to get back into production.

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 alleges that
an amount of $85,743.35 is owed to the complainant.  National Paintball
Supply handled paintball fullfilment requests for USA Performance products.
USA Performance Products contends that many requests for fullfilment were
not completed while some requests were shipped twice.  USA Performance
Products has recorded a balance due of $69,373.36 as of August 31, 2001.

NOTE N - 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.  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.


See accompanying independent accountants' review report.
                                      16








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE N - RELATED PARTY TRANSACTIONS (CONTINUED)

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 noninterest
bearing, noncollateralized 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 August 31, 2001 was $100,968.

Derek D. Panaia, son of David J. Panaia, CEO of the Company, was retained
as a consultant to provide management oversight of USA Performance Products.
In connection with this agreement, Derek Panaia was granted 400,000 shares
of common stock in return for his services.

Stratex Corporation had a loan to the Company in the amount of $100,000.
Stratex is owned by Derek D. Panaia, son of David J. Panaia, CEO of the
Company.  This loan was paid off on May 21, 2001.

The Company issued 100,000 shares in May 1999, 100,000 shares in June 2000
and 100,000 shares in May 2001 to ReSource Group, Inc. in exchange for
promotional and related consulting services.  ReSource Group, Inc. is a
public relations and promotional firm of which a former member of the Board,
Mr. Thomas DeRita, is a principal.

NOTE O - 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:




See accompanying independent accountants' review report.
                                      17








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE O - BUSINESS SEGMENTS (CONTINUED)

                                  Electronic      Sports
                     Paintball     Commerce     Memorabilia       Totals
                     ----------    --------     -----------    ------------
Three Months Ended:
August 31, 2001
-----------------
Revenues             $   54,116    $    812      $     -       $     54,928
Interest revenue             -        1,562            -              1,562
Interest expense            137          -             -                137
Depreciation              6,819       5,419            -             12,238
Amortization                 -          560            -                560
Segment loss            (60,667)   (651,427)           -           (712,094)
Segment assets          366,460     129,325            -            495,785

August 31, 2000
-----------------
Revenues             $1,221,998    $    126      $155,670       $ 1,377,794
Interest expense          3,907          -          2,878             6,785
Depreciation              9,163       5,028           589            14,780
Amortization              4,707         560            -              5,267
Segment loss            (40,719)   (687,879)      (49,196)         (777,794)
Segment assets          604,133     170,727       344,481         1,119,341

(a) Includes amounts not allocated to operating segments.

NOTE P - 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 $647,997 at August 31, 2001 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 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

See accompanying independent accountants' review report.
                                      18








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

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

rights under the agreement (See Note T).  However, the Company can make no
assurances that the market in the Company's stock will remain adequate to
allow the Company to raise necessary funds through the use of the Put Option.

NOTE Q - 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 August 31, 2001 was approximately
$5,070,000. 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 R - EFFECTS OF INFLATION

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

NOTE S - 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.
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.


See accompanying independent accountants' review report.
                                      19








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE S - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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 $ 2,240.  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 T - PRIVATE EQUITY LINE

The Company entered into an 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 commencing on the effective date of a
Registration Statement covering the Put shares and ending thirty-six (36)
months thereafter.  Swartz shall purchase eCom Common Stock at a per share
purchase price equal to 92% of the "Market Price" in effect on the date of
sale to Swartz, subject to a Floor Price specified by eCom.  The sale to
Swartz shall occur, on dates during the Purchase Period specified by Swartz,
during the 20 business days following each Put Notice (the purchase period).
eCom, at its option, may select a Floor Price for any specified Put below
which eCom will not sell shares to Swartz under that Put.

The dollar amount sold to Swartz in each Put may be up to $10 million but
shall not exceed 15% of the aggregate dollar volume of the Common Stock
traded on the company's primary exchange during the 20 day Purchase period
beginning on the business day following the Put Date for such Put, excluding
any days where 92% of the low trade price would be less than the Floor Price,
unless otherwise agreed by Swartz; provided that the Purchase Period shall be
extended by one business day for each Excluded Day, up to a maximum extension
of 5 business days.

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.
                                      20








ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

NOTE T - 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.










































See accompanying independent accountants' review report.
                                      21








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, 2001 and 2000 and the Form 10-KSB for the fiscal
year ended May 31, 2001.

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

ECOM is the value-added reseller of proprietary software which we have named
DryIce(tm).  DryIce(tm) software revolutionizes the compression, storage,
protection, transmission and use of large data files in any format including
images, full motion video, audio and text.  DryIce(tm) is capable of
compressing electronic images to ratios previously thought to be 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 solely on development of
applications and markets for DryIce(tm) software.

We have made significant progress during the current quarter in the
transition to implement the new business model.  In August we announced the
formation of a joint venture company called Zyndecom, Inc. which resulted
from a partnership with software company, PremierSoft, Inc.  Zyndecom is
developing a software utility, the Z-Box(tm), which combines DryIce(tm) with
PremierSoft's Syndeos(tm) synchronization software.  The Z-Box(tm) is designed
to eliminate incompatibility between independently-developed computer
software and hardware systems.  Data within these systems can then be
synchronized into one common information resource, with central, secure
storage, accessible to all authorized users.

In September we executed an enhanced agreement with Impact Imaging, Inc.,
developers of the software that powers the DryIce(tm) product line.  The new
agreement expanded our products by the addition of video formatting
capabilities.
                                      22








Our company's reengineering dictated the need to sell or spin off all of
our non-DryIce(tm) product lines.  With the sale during last quarter 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 DryIce(tm) will confirm that the current lull in revenue generation
is a minor inconvenience.

Results of Operations

               Comparison of the three months ended August 31, 2001
                  with the three months ended August 31, 2000
  	-------------------------------------------------------------------

Revenue for the three-month period ended August 31, 2001 was $54,928 compared
to $1,377,794 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.  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, but we were unable to resume production and sale
of Viper products until the current quarter.  We intend to rebuild Viper
sales volume in anticipation of the eventual sale of this product line.

Revenues recorded during the prior year period included sales posted from
our 1-800-PAINTBALL business which was sold during the last quarter of the
fiscal year for $900,000 in cash.  Also included were $155,670 in revenues
contributed by our Star Dot subsidiary which also was sold in keeping with
our plan to focus solely on development and sale of applications of DryIce(tm)
software.

Gross profit dropped from $386,274 in the prior year period to $(19,281) in
the current three month period.  Amounts charged to cost of sales in the
current period included costs associated with rebuilding our Viper M1
production line.

This loss in gross profit was offset by a decline in total operating expenses.
Cost reduction was achieved in all major expense categories.  Sales and
marketing expense dropped from $261,558 in the three months ended August 31,
2000 to $65,648 in the current three month period.  Product development
expense was cut from $156,026 in the prior year period to $20,301 in the
current three month period.  General and administrative costs totaled
$608,326 in the current quarter compared to $734,838 in the prior year
quarter.  Most of this cost savings was generated from a reduction in
personnel including paintball sales and management staff and staff devoted
to refining our other e-commerce properties.  Amortization expense decreased
from $5,267 to $650 as a result of changes in intangible assets.  Intangible
assets related to acquisition of rights to the Viper M1 technology were fully
amortized at the end of the prior fiscal year, and amortization of intangible
assets recorded from purchase of rights to the 1-800-PAINTBALL toll-free


                                      23








telephone number was eliminated when the assets were sold.  Compared to the
prior year quarter, we cut 40% of total operating expense, a savings of
$462,764.

Net interest expense of $6,379 in the prior year period was converted to net
interest income of $2,112 in the current quarter.  This was primarily due to
elimination of interest paid on a note due to the former stockholders of Star
Dot Marketing at the time this subsidiary was sold.

Our operations for the three months ended August 31, 2001 resulted in a net
loss of $712,094, a $65,700 improvement over the net loss of $777,794
recorded during the three months ended August 31, 2000.

	                 Liquidity and Capital Resources
                    ---------------------------------------

At August 31, 2001, current assets totaled $349,160 compared to $803,685 at
the end of the prior fiscal year.  Balances decreased in all asset
categories except accounts receivable.  Of the $454,525 drop in total current
assets, the collection of the note receivable from sale of 1-800-PAINTBALL
assets accounted for $300,000.  This amount was used to fund current
operations pending the commencement of revenues from DryIce(tm) product sales.
A decrease in cash of $155,685 and in inventories of $29,885 reflected the
continued reduction of accounts payable as we satisfied obligations
remaining from our discontinued lines of business.  An increase in accounts
receivable of $31,566 resulted from the recent resumption of Viper M1 sales.

Current liabilities fell from $1,217,053 at the end of the prior fiscal year
to $997,157 at the end of the current quarter, a decrease of $219,897.  This
decrease was a result of our intention to minimize debt and strengthen our
balance sheet as we begin operations under the new business model. A $169,372
drop in accounts payable combined with a $46,500 decrease in stockholder
loans to account for the reduction in current liabilities.

Net cash used in operating activities was $398,543 during the current three-
month period compared to $219,914 during the same period of the prior year.
The principal use of cash in both periods was to fund our net loss from
operations in addition to achieving a significant reduction in accounts
payable and other debt during the current period.

Investing activities provided $294,358 in cash during the current three-month
period compared to the use of cash in the amount of $9,831 during the same
period of the prior year.  During the current 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 $132,300 during the first three
months of the prior year, consisting primarily of loans from stockholders.
Repayment of stockholder loans resulted in the use of cash in the amount
of $51,500 during the current three-month period.

The Company continues to be reliant on the combination of revenues, loans
from stockholders and capital contributions to fund operations.  We have
an equity line of credit in place with Swartz Private Equity, LLC.  However,

                                      24








the amount of common stock we can require Swartz to purchase is tied to the
market for our common stock.  Consequently, if market volume and price
decline, so does the amount of common stock we can put to Swartz.  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.  There can be
no assurance that additional financing, if required, will be available to
the Company in amounts or on terms that are acceptable.  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.

Litigation can be expensive and disruptive to normal business operations;
the results of legal proceedings are difficult to predict.  We believe that
we have defenses in each of the cases set forth below and are vigorously
contesting each of these matters.  An unfavorable resolution of one or more
of the following lawsuits could adversely affect our business, results of
operations or financial condition.

Three companies had similar suits of non-payment against the USA Performance
Products, Inc. subsidiary of eCom eCom.com, Inc. ECOM will defend itself or
will file counterclaims against all three claims.

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 involves non-payment of $126,632.22 that
Saeilo contends has been due since April 10, 2001.  USA Performance Products
has 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 has only received delivery of $29,190.87 worth of
products, which is accounted for in both inventory and accounts payable as
of August 31, 2001.

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 involves 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
contends that Renick has not satisfactorily completed production of the
product and has not delivered the product to USA Performance Products Inc.
USA Performance Products has only received delivery of $16,574.75 worth of
products, which is accounted for in both inventory and accounts payable as
of August 31, 2001.

USA Performance Products will defend itself against both Saeilo and Renick
through a claim of lost production.  USA Performance products had entered

                                      25








into a proposed sale of the Viper division of USA Performance Products to
both Renick and Saeilo during February 2001.  In order to comply with the
terms of the sales contract all inventory of the Viper division was taken
out of production in preparation of shipment during April 2001.  It took
the entire month of May 2001 to get back into production.

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 alleges that
an amount of $85,743.35 is owed to the complainant.  National Paintball
Supply handled paintball fullfilment requests for USA Performance products.
USA Performance Products contends that many requests for fullfilment were
not completed while some requests were shipped twice.  USA Performance
Products has recorded a balance due of $69,373.36 as of August 31, 2001.


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











                                      26









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, 2001, and is
qualified in its entirety by reference to such financial statements.

<PERIOD-TYPE>                                          3-MOS
<FISCAL-YEAR-END>                                MAY-31-2002
<PERIOD-END>                                     AUG-31-2001
<CASH>                                                50,586
<SECURITIES>                                               0
<RECEIVABLES>                                         52,805
<ALLOWANCES>                                               0
<INVENTORY>                                          239,637
<CURRENT-ASSETS>                                     349,160
<PP&E>                                               318,016
<DEPRECIATION>                                       187,723
<TOTAL-ASSETS>                                       495,785
<CURRENT-LIABILITIES>                                997,156
<BONDS>                                                    0
<PREFERRED-MANDATORY>                                      0
<PREFERRED>	                                               0
<COMMON>                                               2,030
<OTHER-SE>                                          (503,401)
<TOTAL-LIABILITY-AND-EQUITY>                         495,785
<SALES>                                               54,928
<TOTAL-REVENUES>                                      57,177
<CGS>                                                 74,209
<TOTAL-COSTS>                                        781,282
<OTHER-EXPENSES>                                           0
<LOSS-PROVISION>                                           0
<INTEREST-EXPENSE>                                       137
<INCOME-PRETAX>                                     (712,094)
<INCOME-TAX>                                               0
<INCOME-CONTINUING>                                 (712,094)
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                        (712,094)
<EPS-PRIMARY>                                           (.04)
<EPS-DILUTED>                                           (.04)














                                      27









                                   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.




October 17, 2001                    By:  /s/  David J. Panaia
                                              David J. Panaia,
                                              Chief Executive Officer




October 17, 2001                    By:  /s/  Richard C. Turner
                                              Richard C. Turner,
                                              Chief Financial Officer

































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