UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the
	quarterly period ended February 28, 2009 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from  to
 Commission file number (000-23617)
 eCom eCom.com, Inc.
  Florida
(State or other jurisdiction 
of incorporation or organization)
    
    65-0538051
(IRS Employer
Identification No.)601 Seafarer Circle, Suite 402Jupiter, Florida
    
    33477-9053(Address of principal executive offices)
    
    (Zip code)
 (561) 249-1354     Table of Contents
 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
 by Section 13 or 15(d) of the Securities 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.
 o x Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
 o x
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the
Exchange Act).
 Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company x(Do not check if a smaller reporting company)
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
 x o
 2   Table of Contents
 eCom eCom.com, Inc. INDEX
 PagePART 1 FINANCIAL INFORMATIONItem 1
			Condensed Financial Statements
			
			
			4Condensed Balance Sheets as of February
				28, 2009
				(unaudited) and May 31, 2008
			
			
			4Condensed Statements of Operations for the
				Three and Nine Month Periods Ended February 28, 2009 and
				February 29, 2008 (unaudited)
			
			
			5Condensed Statement of Changes in Stockholders' Deficit
				for the Period from March 28, 2008 (date of bankruptcy
				effectiveness) through February 28, 2009
				(unaudited)
			
			
			6Condensed Statements of Cash Flows for the Nine
				Months Ended February 28, 2009 and February 29, 2008 (unaudited)
			
			
			7Notes to Condensed Financial Statements
				(unaudited)
			
			
			8Item 2.
			Management's Discussion and Analysis of Financial Condition and Results of Operations
			
			
			14Item 3.
			Quantitative and Qualitative Disclosures About Market Risk
			
			
			14Item 4.
			Controls and Procedures
			
			
			15PART 2 OTHER INFORMATIONItem 1.
			Legal Proceedings
			
			
			15Item 1A.
			Risk Factors
			
			
			15Item 2.
			Unregistered Sales of Equity Securities and Use of Proceeds
			
			
			15Item 3.
			Defaults Upon Senior Securities
			
			
			15Item 4.
			Submission of Matters to a Vote of Security Holders
			
			
			16Item 5.
			Other Information
			
			
			16Item 6.
			Exhibits
			
			
			16SIGNATURE
			
			
			16




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PART 1. FINANCIAL INFORMATION




Item 1. Financial Statements




eCom eCom.com, Inc.


Condensed Balance Sheets




|                                                                                                                                             |  | February 28,  2009 |             |   | May 31, 2008 |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------ | -
|Assets                                                                                                                                       |  |                    | (unaudited) |   |              |  
|Current Assets                                                                                                                               |  |                    |             |   |              |  
|Cash                                                                                                                                         |  | $                  | 1           |   |              | $
|                                                                                                                                             |  |                    |             |   |              |  
|Total current assets                                                                                                                         |  |                    | 1           |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Goodwill                                                                                                                                     |  |                    | 19,322      |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Total
	assets                                                                                                                                |  | $                  | 19,323      |   |              | $
|                                                                                                                                             |  |                    |             |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Liabilities and Stockholders'
		Equity                                                                                                       |  |                    |             |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Current
	Liabilities                                                                                                                         |  |                    |             |   |              |  
|Accounts
		payable                                                                                                                           |  | $                  | 100         |   |              | $
|Stockholder
		loans                                                                                                                          |  |                    | 7,003       |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Total
	current liabilities                                                                                                                   |  |                    | 7,103       |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Total
	liabilities                                                                                                                           |  |                    | 7,103       |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Commitments and
		Contingencies                                                                                                              |  |                    |             |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Stockholders' Equity:                                                                                                                        |  |                    |             |   |              |  
|Common stock, $.0001 par value; 1,500,000,000 shares authorized;
		304,051,001
		and 273,049,733 shares issued and outstanding, respectively |  |                    | 30,405      |   |              |  
|Paid-in-capital                                                                                                                              |  |                    | 103,224     |   |              |  
|Par value in excess of reorganization value                                                                                                  |  |                    | (27,025     | ) |              |  
|Accumulateddeficit                                                                                                                           |  |                    | (94,384     | ) |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Total stockholders' equity                                                                                                                   |  |                    | 12,220      |   |              |  
|                                                                                                                                             |  |                    |             |   |              |  
|Total liabilities and stockholders' equity                                                                                                   |  | $                  | 19,323      |   |              | $
|                                                                                                                                             |  |                    |             |   |              |  

See accompanying notes to condensed financial statements.



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eCom eCom.com, Inc.


Condensed Statements of Operations

(unaudited)

|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|------------------------------------ | - | -------------------------------------- | - | ------------------------------------- | ---------- | ----------- | - | --------------------------------------- |  | - | ------------------------------------- | - |  | - | ----------- | -
|                                     |   | New eCom                               |   |                                       | Prior eCom
|                                     |   | ThreeMonths Ended
			February 28, 2009 |   | NineMonths Ended
			February 28, 2009 |            |             |   | Three Months Ended February 29,
			2008 |  |   | Nine
		Months Ended February 29, 2008
|Net Sales                            | $ | 0                                      |   |                                       | $          | 0           |   |                                         |  | $ | 0                                     |   |  | $ | 0           |  
|Cost of Sales                        |   | 0                                      |   |                                       |            | 0           |   |                                         |  |   | 0                                     |   |  |   | 0           |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Gross
		profit                       |   | 0                                      |   |                                       |            | 0           |   |                                         |  |   | 0                                     |   |  |   | 0           |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Operating expenses:                  |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|General &
		administrative
	(1)      |   | 91                                     |   |                                       |            | 93,095      |   |                                         |  |   | 3,257                                 |   |  |   | 365,840     |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Total operating expenses             |   | 91                                     |   |                                       |            | 93,095      |   |                                         |  |   | 3,257                                 |   |  |   | 365,840     |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Loss from operations                 |   | (91                                    | ) |                                       |            | (93,095     | ) |                                         |  |   | (3,257                                | ) |  |   | (365,840    | )
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Other Expense                        |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Interest expense                     |   | 0                                      |   |                                       |            | 0           |   |                                         |  |   | (1,444                                | ) |  |   | (6,570      | )
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Other Expense                        |   | 0                                      |   |                                       |            | 0           |   |                                         |  |   | (1,444                                | ) |  |   | (6,570      | )
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Net
		Loss                           | $ | (91                                    | ) |                                       | $          | (93,095     | ) |                                         |  | $ | (4,701                                | ) |  | $ | (372,410    | )
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Basic and Diluted                    |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Net loss per common share            | $ | (.000                                  | ) |                                       | $          | (.000       | ) |                                         |  | $ | (.000                                 | ) |  | $ | (.003       | )
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  
|Weighted-average shares outstanding: |   | 304,051,001                            |   |                                       |            | 290,991,859 |   |                                         |  |   | 233,527,734                           |   |  |   | 137,915,362 |  
|                                     |   |                                        |   |                                       |            |             |   |                                         |  |   |                                       |   |  |   |             |  



(1) Includes stock based compensation of
	$0 and $93,004 for the three and nine months ended
	February 28, 2009, respectively and $0 and $363,762 for the three and nine months ended
	February 29,
	2008, respectively.






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eCom
	eCom.com, Inc. Condensed
	Statements of Stockholders' Deficit (unaudited)  Common Stock
		Paid-in-Capital
		
	Par Value in Excess of Reorganization
	Value
	AccumulatedDeficitTotal
	Stockholders'
		Equity/(Deficit)Number of Sharesat Par Value 
		$.0001Balance March 28, 2008 (Date of Bankruptcy Effectiveness)
		
		270,249,733
		
		
		$
		27,025
		
		
		$
		0
		
		
		$
		(27,025
		)
		
		$
		0
		
		
		$
		0Issuance of common stock for
		repayment of note
		2,800,000
		
		
		
		280
		
		
		
		13,320
		
		
		
		0
		
		
		0
		
		13,600Net loss 2008
		
		0
		0
		0
		
		0
		
		
		
		(1,289
		)
		
		
		(1,289
		)Balance May 31, 2008
		
		273,049,733
		
		
		
		27,305
		
		
		
		13,320
		
		
		(27,025
		)
		
		
		(1,289
		)
		
		
		12,311Issuance of common stock for
		services
		31,001,268
		
		
		
		3,100
		
		
		
		89,904
		
		
		0
		0
		
		93,004Net loss nine months ended February 28, 2009
		
		0
		0
		0
		
		0
		
		
		
		(93,095
		)
		
		
		(93,095
		)Balance
		February 28, 2009
		
		304,051,001
		
		
		$
		30,405
		
		
		$
		103,224
		
		$
		(27,025
		)
		
		$
		(94,384
		)
		
		$
		12,220   See accompanying notes to condensed financial statements.




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eCom
eCom.com,
	Inc.

Condensed Statements of Cash
	Flows

(unaudited)



|                                                                                | New eCom | PrioreCom                           |        
|------------------------------------------------------------------------------- | -------- | ----------------------------------- | -------
|                                                                                |          | Nine Months Ended February 28, 2009 |        
|Cash flows from operating activities:                                           |          |                                     |        
|Net loss                                                                        |          | $                                   | (93,095
|Adjustments to reconcile net loss to net cash provided by operating activities: |          |                                     |        
|Stock-based compensation                                                        |          |                                     | 93,004 
|Changes in operating assets and liabilities                                     |          |                                     |        
|Increase in accounts payable and accrued expenses                               |          |                                     | 91     
|                                                                                |          |                                     |        
|Net cash provided by operating activities                                       |          |                                     | 0      
|                                                                                |          |                                     |        
|                                                                                |          |                                     |        
|Net decrease in cash and cash equivalents                                       |          |                                     | 0      
|                                                                                |          |                                     |        
|Cash and cash equivalents at beginning of
			period                             |          |                                     | 1      
|                                                                                |          |                                     |        
|Cash and cash equivalents at end of
		period                                    |          | $                                   | 1      
|                                                                                |          |                                     |        
|                                                                                |          |                                     |        
|                                                                                |          |                                     |        
|Supplemental Disclosure
		of Cash Flow Information:                             |          |                                     |        
|Interest paid                                                                   |          | $                                   | 0      
|                                                                                |          |                                     |        
|                                                                                |          |                                     |        
|Income taxes paid                                                               |          | $                                   | 0      
|                                                                                |          |                                     |        

See accompanying notes to condensed financial
statements.



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##### Table of Contents

eCom
eCom.com, Inc. Notes to
Condensed Financial Statements  Note A. Description of Business The Company was incorporated in the State of Florida on
June 14, 1994. eCom.Com, Inc. ("eCom") is referred to as "the Company",  or
"eCom". On September 20, 2008 the Company moved its main office to 601 Seafarer
Circle, Suite 402, Jupiter, FL 33477-3305, and the telephone number changed to
(561) 429-8704. During the fiscal year ended May 31, 2005 eCom focused on
separating all ten of its current business segments, USA SportsNet, Inc., USA
Performance Products, Inc., eSecureSoft Corp., USAS Digital, Inc., Pro Card
Corporation, AAB National Company, A Classified Ad, Inc., Swap and Shop.net
Corp., A Super Deal.com, Inc. and MyZipSoft, Inc. This plan was undertaken for the purposes of allowing the
management and employees the opportunity to operate each segment independently.
Also, to have the ability for each segment, to raise its own funding for growth
and expansion. On June 4, 2004 the Company spun-off each of the above listed
companies into separate public companies. On December 1, 2003, the Board of Directors of eCom
approved the spin-off of eCom's ten (10) operating subsidiary companies,
pursuant to SEC Staff Legal Bulletin No. 4. On December 18, 2003, USA SportsNet,
Inc. entered into an Asset Acquisition Agreement with American Capital Holdings,
Inc., ("ACHI") The Date of Record for the first spin-off, USA SportsNet, Inc.
(later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK
No. 0001288010) was January 5, 2004. The Date of Record for the second spin-off,
MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785)
was February 23, 2004, and the shares of MyZipSoft were distributed to its
shareholders on June 2, 2005. On March 2, 2004, the Board of Directors of eCom approved
the spin off of the remaining eight (8) spin off companies in which the Board of
Directors voted to issue to their shareholders one (1) share of the company for
every one hundred (100) shares of eCom owned with a record date of May 27, 2005, pursuant
to the advice of SEC Staff Legal Bulletin No. 4. On November 29, 2004 an involuntary petition was filed
against eCom in the United States Southern District Bankruptcy Court  under Title 11, Chapter 11 of the United
States Bankruptcy Code by petitioning creditors, American Capital Holdings,
Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy
proceedings were initiated in an effort to implement a viable plan for
reimbursement of costs incurred by American Capital Holdings, Inc., the
petitioning creditors, and all other creditors/vendors who had not been paid.
Most importantly, the proceedings enabled Mr. Richmond to initiate
reorganization plans in an effort to restore the shareholder value lost by
approximately 5,000 shareholders. A copy of the June 2, 2005 Chapter 11, Title
11 Amended Involuntary Petition of eCom is posted on eCom's website,
www.ecomecom.net. On March 31, 2008 Joint Plan Proponent American Capital
Holdings, Inc. and Debtor, eCom eCom.com, Inc. ("Proponents") received a March
28, 2008 United States Southern District of Florida Bankruptcy Court Order
Granting Debtor-In- Possession's Motion For Final Decree Closing Case (C.P.
#361) and Final Decree,  issued by the Honorable Paul G. Hyman, Jr. which closed eCom's
successful Plan of Reorganization. As a result of the emergence of eCom eCom.com, Inc. (Prior
eCom) from operating under Chapter 11 of the United States Bankruptcy Code on March 28, 2008 (the Effective Date), the Company is the successor registrant to Prior
eCom pursuant to Rule 12g-3 under the Securities Exchange Act of 1934. Note B. Summary of Significant Accounting Policies BASIS OF PRESENTATION, USE OF ESTIMATES The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 8   Table of Contents  Note B. Summary of Significant Accounting Policies
- (continued) GOODWILL The
Company recorded goodwill as a result of applying fresh start accounting on the
date the Company emerged from Bankruptcy. See Note C. We review the carrying
amount of goodwill for impairment on an annual basis. Additionally, we perform
an impairment assessment of goodwill whenever events or changes in circumstances
indicate that the carrying value of goodwill and other intangible assets may not
be recoverable. Significant changes in circumstances can be both internal to our
strategic and financial direction. There were no events or changes in
circumstances that indicate that the carrying value of goodwill may not be
recoverable. STOCK-BASEDCOMPENSATION The accounting for common stock issued for services
is based on the grant date fair value equal the trading price of Company's
common stock on the date of grant.  Expense is recognized during the period
in which the services are provided.  The Company has not issued any stock
options and no share issuance are subject to vesting requirements. INCOME TAXES Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related to certain income and expenses recognized in different periods for
financial and income tax reporting purposes. Deferred tax assets and liabilities
represent the future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities are recovered or
settled. Deferred taxes also are recognized for operating losses and tax credits
that are available to offset future taxable income and income taxes,
respectively. A Valuation allowance is provided if it is more likely than not
that some or all of the deferred tax asset will not be realized. The Company adopted the new accounting for uncertainty in income taxes guidance on June 1, 2009. The adoption of that guidance did not result in the recognition of any unrecognized tax benefits and the Company has no unrecognized tax benefits at May 31, 2010. The Company's U.S. Federal and state income tax returns prior to fiscal year May 31, 2007 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. NET LOSSPERCOMMONSHARE Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period. We has not issued any instruments resulting in potential common shares outstanding. RECENTLY ISSUEDACCOUNTINGSTANDARDS In December 2008, the FASB issued FSP FIN No. 48-3, "Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises." FSP FIN No. 48-3
defers the effective date of FIN No. 48, "Accounting for Uncertainty in Income
Taxes," for certain nonpublic enterprises as defined in SFAS No. 109,
"Accounting for Income Taxes." However, nonpublic consolidated entities of
public enterprises that apply U.S. generally accepted accounting principles (GAAP)
are not eligible for the deferral. FSP FIN No. 48-3 was effective upon issuance.
The impact of adoption was not material to the Company's financial condition or
results of operations. 9   Table of Contents  RECENTLY ISSUEDACCOUNTINGSTANDARDS
- (continued) In December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R) -8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This FSP amends SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," to require public entities to provide
additional disclosures about transfers of financials assets. FSP FAS No. 140-4
also amends FIN No. 46(R)-8, "Consolidation of Variable Interest Entities," to
require public enterprises, including sponsors that have a variable interest
entity, to provide additional disclosures about their involvement with a
variable interest entity. FSP FAS No. 140-4 also requires certain additional
disclosures, in regards to variable interest entities, to provide greater
transparency to financial statement users. FSP FAS No. 140-4 is effective for
the first reporting period (interim or annual) ending after December 15, 2008,
with early application encouraged. The adoption of FSP FAS No. 140-4 did not
have an impact on the Company's financial position and results of operations. In October 2008, the FASB issued FSP FAS No. 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active." This FSP
clarifies the application of SFAS No. 157, "Fair Value Measurements," in a
market that is not active. The FSP also provides examples for determining the
fair value of a financial asset when the market for that financial asset is not
active. FSP FAS No. 157-3 was effective upon issuance, including prior periods
for which financial statements have not been issued. The impact of adoption was
not material to the Company's financial condition or results of operations. In June 2008, the FASB issued EITF Issue No. 03-6-1, "Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities." EITF No. 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share under the two-class method. The EITF 03-6-1 affects entities
that accrue dividends on share-based payment awards during the awards' service
period when the dividends do not need tobe returned if the employees forfeit the award. EITF 03-6-1 is effective for
fiscal years beginning after December 15, 2008. The adoption of EITF 03-6-1 did
not impact the Company's financial position and results of operations. In April 2008, the FASB issued FSP FAS No. 142-3, "Determination of the Useful
Life of Intangible Assets", whichamends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of intangible assets under SFAS
No. 142 "Goodwill and Other Intangible Assets". The intent of this FSP is to
improve the consistency between the useful life of a recognized intangible asset
under SFAS No. 142 and the period of the expected cash flows used to measure the
fair value of the asset under SFAS No. 141 (revised 2007) "Business
Combinations" and other U.S. generally accepted accounting principles. The
adoption of FSP FAS No. 142-3 did not have a material impact on the Company's
financial statements. In February 2008, the FASB issued FSP FAS No. 157-2, "Effective Date of FASB
Statement No. 157". This FSP delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually).
The impact of adoption was not material to the Company's consolidated financial
condition or results of operations. In December 2007, the FASB issued SFAS No. 141(R) "Business Combinations." This
Statement replaces the original SFAS No. 141. This Statement retains the
fundamental requirements in SFAS No. 141 that the acquisition method of
accounting (which SFAS No. 141 called the purchase method) be used for
all business combinations and for an acquirer to be identified for each business
combination. The objective of SFAS No. 141(R) is to improve the relevance, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. To accomplish
that, SFAS No. 141(R) establishes principles and requirements for how the
acquirer: a.
		Recognizes and measures in its financial statements the identifiable
		assets acquired, the liabilities assumed, and any noncontrolling
		interest in the acquiree.b.
		Recognizes and measures the goodwill acquired in the business
		combination or a gain from a bargain purchase.c.
		Determines what information to disclose to enable users of the financial
		statements to evaluate the nature and financial effects of the business
		combination. This Statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008 and may not be applied before that date. The adoption of
SFAS No. 141(R) did not have a material impact on the Company's results of
operations and financial condition. 10   Table of Contents  RECENTLY ISSUEDACCOUNTINGSTANDARDS
- (continued) In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of SFAS No.
115," which becomes effective for the Company on February 1, 2008, permits
companies to choose to measure many financial instruments and certain other
items at fair value and report unrealized gains and losses in earnings. Such
accounting is optional and is generally to be applied instrument by instrument.
There was no material impact on the Company's results of operations and
financial condition due to the adoption of SFAS No. 159. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
No. 157 provides guidance for using fair value to measure assets and
liabilities. SFAS No. 157 addresses the requests from investors for expanded
disclosure about the extent to which companies' measure assets and liabilities
at fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS No. 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and was adopted by the Company in the first quarter of fiscal
year 2008. There was no material impact on the Company's results of operations
and financial condition due to the adoption of SFAS No. 157. In April 2009, the Financial Accounting Standards Board issued Statement
("FASB") issued FASB Staff Position "FSP" No. SFAS 107-1 and APB 28-1, "Interim
Disclosures about Fair Value of Financial Instruments".  This FSP amends SFAS
No. 107 to require disclosures about fair values of financial instruments for
interim reporting periods as well as in annual financial statements.  The FSP
also amends Accounting Principles Board Opinions "APB Opinion" No. 28 to require
those disclosures in summarized financial information at interim reporting
periods.  This FSP becomes effective for interim reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after March 15,
2009.  The adoption of this FSP is not expected to have a material impact on our
consolidated financial statements. In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS No. 165").
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  It requires the disclosure
of the date through which an entity has evaluated subsequent events and the
basis for that date and is effective for interim and annual periods ending after
June 15, 2009.  The adoption of this standard did not have an impact on our
financial position, results of operations or cash flows. In October 2009, the FASB has published ASU 2009-13, "Revenue Recognition
(Topic 605)-Multiple Deliverable Revenue Arrangements", which addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit. Specifically, this guidance amends the criteria in Subtopic 605-25, "Revenue Recognition-Multiple-Element Arrangements", for separating
consideration in multiple-deliverable arrangements. This guidance establishes a
selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation and requires that arrangement consideration be allocated at the
inception of the arrangement to all deliverables using the relative selling
price method and also requires expanded disclosures. The guidance in this update
is effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The adoption of this standard did not have any impact on the
Company's financial position and results of operations. In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes the FASB Accounting Standards CodificationTM ("Codification") as the source of authoritative U.S. GAAP for nongovernmental entities. The Codification does not change U.S. GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with
"FASB ASC," where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates ("ASU"). 11   Table of Contents RECENTLY ISSUEDACCOUNTINGSTANDARDS
- (continued) In conjunction with the issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1, Topic 105—Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and had no impact on the Company's financial position or results of operations but changed the referencing system for accounting standards. In June 2009, the FASB issued additional guidance under ASC 860
"Accounting for Transfer of financial Assets and Extinguishment of Liabilities" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial asset; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this ASC 860 is not expected to have a material impact on the Company's financial statements and disclosures. In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06,
"improving Disclosures about Fair Value Measurements," which clarifies certain existing requirements in ASC 820
"Fair Value Measurements and Disclosures," and required disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period beginning after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial conditions. In February 2010, the FASB issued FASB ASU 2010-09, "Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855
"Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Note C. Involuntary
Reorganization under Chapter 11 ThePlan of Reorganization became effective and the Company emerged from Chapter 11
reorganization proceedings on March 28, 2008 (the "Reorganization Effective
Date").  On the Reorganization Effective Date, the Company implemented
fresh-start reporting in accordance with American Institute of Certified Public
Accounts Statement of Position 90-7:Financial Reporting by Entities in
Reorganization under the Bankruptcy Code("SOP 90-7"). Allconditions required for the adoption of fresh-start reporting were met upon
emergence from the reorganization Proceedings on the Reorganization Effective
Date.  As a result, the fair value of the Prior eCom assets became the new basis
for the Company's statement of financial position as of the
Fresh-Start Adoption Date, and all operations beginning on or after March 28,
2008 are related to the Successor Company. As aresult of the application of fresh-start reporting in accordance,
the financial statements prior to and including March 28, 2008 represent the
operations of the Prior eCom and are not comparable with the financial
statements for periods on or after March 28, 2008. References to "New eCom"
refer to the Company on or after March 28, 2008, after giving effect to the
application of fresh-start reporting. References to the "Prior eCom" refer to the
Company prior to and including March 28, 2008. 12   Table of Contents Note D.
Goodwill In accordance
with SOP 90-7, any portion of the reorganization value that cannot be attributed
to specific tangible or identifiable assets of the emerging entity should be
reported as goodwill in accordance with paragraph 6 of FASB Statement No. 142 Goodwill and Other Intangible Assets.  The Company recorded goodwill of
$19,322 as a result of applying fresh-stat accounting on March 28, 2008.  
Goodwill was determined as follows:  Identifiable Assets of New eCom on March 28, 2008 (Date of Bankruptcy
		Effectiveness):Cash
		$  
		         1Liabilities of New eCom on March 28, 2008 (Date of
		Bankruptcy Effectiveness):
		(19,323)Excess Reorganization Value
		$
		(19,322) Note E. Income Taxes 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. Deferred income taxes (benefits) are provided for certain
income and expenses which are recognized in different periods for tax and
financial reporting purposes. The Company had cumulative net operating loss
carry-forwards for income tax purposes at February 28, 2009 of approximately $7,400,000, expiring through May 31, 2029. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations. Note
F. Related Party Transactions


The Company has received cash advances from Richard
Turner, CFO of the Company, in varying amounts and at various times subsequent
to September 1, 2001. These related party loans were non-collateralized and due
on demand. The interest portion of these notes has stopped accruing interest
after the company was adjudicated bankrupt. The balance owed Mr. Turner of
$140,233 was discharged by the bankruptcy court for the issuance of 5,393,579
shares of common stock at the agreed upon price of $.026 per share. The balance
owed to Mr. Turner as of February 28, 2009 is $5,576.

The Company is allocated certain expenses such as rent, travel and administrative that are paid on behalf of the Company by American Capital Holdings, Inc.
and United States Financial Group, Inc., companies that are related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company in the
three and nine months ended
February 28, 2009 is approximately
$0 and $93,000, respectively.

These expenses were paid with the issuance of 31,001,268  shares of common stock
during the nine months ended February 28,  2009.

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##### Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 Revenue for the
	Nine Months ended February 28, 2009 and February 29, 2008 was $0 and $0 respectively. Total operating expenses for the Nine Months ended February
28, 2009 was $93,004 compared to $362,584 for the
Nine Months ended February 29, 2008 resulting from higher legal and
administrative expenses incurred during the nine months ended February 29, 2008
as the bankruptcy final order was issued on March 28, 2008. The operations for the
Nine Months ended February 28, 2009 resulted in a net loss of $93,004 versus a net loss of $367,710 recorded in the
Nine Months ended February 29, 2008. History of the Company To review the History
	of the Company, see Part 1, Item 1 of our annual report filed for
	the Period May 31, 2008.  That note is hereby incorporated by reference
	into this Part 1, Item 2.
 Recently Adopted Accounting Pronouncements
 For a discussion of recently adopted accounting pronouncements, see Note
	B to our  financial statements at Part 1, Item 1 to this quarterly report.
 Accounting Pronouncements That We Have Not Yet Adopted
 For a discussion of recently issued accounting pronouncements that we have not yet adopted, see
Note B to our  financial statements at Part 1, Item 1 to this quarterly
report.




Forward-Looking Statements
 This quarterly report
	on Form 10-Q contains "forward-looking statements" within the meaning of the
	federal securities laws. Statements regarding future events and developments
	and our future performance, as well as management's current expectations,
	beliefs, plans, estimates or projections relating to the future, are
	forward-looking statements within the meaning of these laws.  Actual
	results could differ materially from those set forth in the forward-looking
	statements.


Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Not Applicable


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Item 4. Controls and Procedures
 (a) Disclosure Controls and Procedures
 Disclosure controls and procedures are controls and other procedures of a registrant designed to
ensure that information required to be disclosed by the registrant in the reports that it files or
submits under the Securities Exchange Act of 1934 (the "Exchange Act") are properly recorded,
processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commission's ("SEC") rules and forms. Disclosure controls and procedures include processes
to accumulate and evaluate relevant information and communicate such information to a registrant's
management, including its principal executive and financial officers, as appropriate, to allow for
timely decisions regarding required disclosures.
 (b) CEO and CFO Certifications
 Attached as Exhibit 31.1 and 31.2 to this quarterly report are certifications by our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"). These certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This portion of our quarterly report
describes the results of our controls evaluation referred to in those certifications.
 (c) Our Evaluation of Disclosure Controls and Procedures
 As of the end of the period covered by this report, we evaluated the effectiveness of the design
and operation of eCom eCom.com's disclosure controls and procedures, as required by Rule 13a-15 of the
Exchange Act. This evaluation was carried out under the supervision and with the participation of
our management, including our CEO and CFO. Based on the evaluation as of the end of the period
covered by this report, our CEO and CFO concluded that our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms.
 (d) Changes in Internal Control Over Financial Reporting
 There were no changes to our internal control over financial reporting or in other factors that
materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting during the period covered by this report.
 (e) Inherent Limitations of Any Control System
 We do not expect that our disclosure controls and procedures or our internal control over financial
reporting will prevent all error and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control system's objectives
will be met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the company have been
detected.   PART 2. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   Item 1A. Risk Factors
   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Item 3. Defaults Upon Senior Securities


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##### Table of Contents

Item 4. Submission of Matters to a Vote of
	Security Holders
  Item 5. Other Information


Item 6. Exhibits
  Exhibit 31.1
    
    Certification pursuant to Rule 13a — 14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 31.2
    
    Certification pursuant to Rule 13a — 14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as
 adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.


SIGNATURE
  eCom eCom.com, Inc.Date: September 10, 2010
    By:
    /s/ Richard C. TurnerRichard C. TurnerChief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer) 16