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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

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|[X]   |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)      
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|      |  | FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2002 OR                                                             
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|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

COMMISSION FILE NUMBER 0-19714

E COM VENTURES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FLORIDA (State or other jurisdiction of incorporation or organization)

65-0977964 (I.R.S. Employer Identification Number)

11701 NW 101 ST. ROAD, MIAMI, FL (Address of principal executive offices)

33178 (Zip Code)

(305) 889-1600 (Registrants telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value

(Title of Class)

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. Yes [X] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K [   ].

As of May 22, 2002, the number of shares of the registrants Common
Stock outstanding was 2,221,434. The aggregate market value of the Common Stock
held by non affiliates of the registrant as of May 22, 2002 was approximately
$5.5 million, based on the closing price of the Common Stock ($4.10) as reported
by the Nasdaq National Market on such date. For purposes of the foregoing
computation, all executive officers, directors and 5 percent beneficial owners
of the registrant are deemed to be affiliates. Such determination should not be
deemed to be an admission that such executive officers, directors or 5 percent
beneficial owners are, in fact, affiliates of the registrant.



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##### 



EXPLANATORY NOTE

This amendment number 1 for our Form 10-K is being filed to incorporate
information required by Part III of the Form 10-K.

PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT

Executive Officers and Directors

The following are our executive officers and directors:

|                              |  |     |    |          |  |                                                                                           
|----------------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------------------------------------
|Name                          |  | Age |    | Position
|                              |  |     |    |         
|Ilia Lekach                   |  |     | 53 |          |  | Chairman of the Board and Chief Executive Officer                                         
|                             
|                             
|                             
|                             
|A. Mark Young                 |  |     | 41 |          |  | Chief Financial Officer and Director                                                      
|                             
|                             
|                             
|                             
|Jeffrey Geller                |  |     | 28 |          |  | President and Chief Operating Officer of
Retail Division of Perfumania, Inc., and Director
|                             
|                             
|                             
|                             
|Donovan Chin                  |  |     | 35 |          |  | Chief Financial Officer of Perfumania, Inc.,
Secretary and Director                       
|                             
|                             
|                             
|                             
|Leon Geller                   |  |     | 47 |          |  | Vice President of Purchasing, Perfumania, Inc.                                            
|                             
|                             
|                             
|                             
|Joel Lancaster                |  |     | 43 |          |  | Vice President of Stores, Perfumania, Inc.                                                
|                             
|                             
|                             
|                             
|Carole Ann Taylor(1)(2)(3)    |  |     | 56 |          |  | Director                                                                                  
|                             
|                             
|                             
|                             
|Horacio Groisman, M.D. (2)(3) |  |     | 49 |          |  | Director                                                                                  
|                             
|                             
|                             
|                             
|Zalman Lekach                 |  |     | 35 |          |  | Director                                                                                  
|                             
|                             
|                             
|                             
|James Fellus(1)               |  |     | 37 |          |  | Director                                                                                  



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|(1) |  | Member of Audit Committee       
|--- |  | --------------------------------
|   
|   
|   
|   
|(2) |  | Member of Compensation Committee
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|   
|(3) |  | Member of Stock Option Committee

ILIA LEKACH is one of our co-founders and was our Chief Executive
Officer and Chairman of the Board from incorporation in 1988 until his
resignation in April 1994. Mr. Lekach was re-appointed Chief Executive Officer
and Chairman of the Board on October 28, 1998. He is also Chairman of the Board
and Chief Executive Officer of Parlux Fragrances, Inc., a publicly traded
manufacturer of fragrance and related products, and Chairman of the Board of
Directors of Nimbus Group, Inc., formerly known as Take To Auction.Com, Inc., a
publicly held company committed to the development of a private jet air taxi
network. In August 1996, Mr. Lekach became an officer and director of L. Luria &
Son, Inc., a publicly traded specialty discount retailer. On August 13, 1997, L.
Luria & Son, Inc. filed for relief under Chapter 11 of the Bankruptcy Code and
has since been liquidated. Messrs. Ilia Lekach and Zalman Lekach are brothers.

A.     MARK YOUNG joined us in February 2000, became our Chief Financial
Officer in May 2000 and was appointed a director in April 2001. Prior to
February 2000, Mr. Young was employed for seven years in the Business Assurance
practice of the Middle Market Group of PricewaterhouseCoopers LLP. Mr. Young is
a Certified Public Accountant.

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JEFFREY GELLER joined us in March 2000 and was appointed the President
and Chief Operating Officer of our Retail Division in May 2000 and a Director in
April 2001. Prior to joining us, Mr. Geller was the General Manager of the
Development Agent for an international restaurant chain in Peru which operated
company owned and franchised locations.

DONOVAN CHIN serves as the Chief Financial Officer of Perfumania. He
was appointed Corporate Secretary in February 1999, Director in March 1999 and
Chief Financial Officer of Perfumania in May 2000. He has also served as our
Chief Financial Officer from February 1999 to May 2000. From May 1995 to
February 1999 Mr. Chin was our Corporate Controller and from May 1993 to May
1995 he was Assistant Corporate Controller. Previously, Mr. Chin was employed by
Pricewaterhouse LLP in its Miami audit practice. Mr. Chin is a Certified Public
Accountant.

LEON GELLER joined us in March 2001 as Vice President of Purchasing of
Perfumania, Inc. Prior to joining us, Mr. Geller was the Executive Director of a
textile distributor in Peru.

JOEL LANCASTER has served as the Vice President of Stores for
Perfumania, Inc. since July 2000. He also served as our Director of Stores from
August 1997 to July 2000, and as a District Supervisor from October 1995 to
August 1997. Previously, Mr. Lancaster was employed by Lillie Rubin, Inc. as its
National Director of Stores for four years.

CAROLE ANN TAYLOR has been a Director since June 1993. From 1987 to 1998,
Ms. Taylor was the owner and president of the Bayside Company Store, a retail
souvenir and logo store at Bayside Marketplace in Miami, Florida. During this
time she was a partner of the Jardin Bresilien Restaurant also located at the
Bayside Marketplace. Currently, Ms. Taylor is the owner of Miami To Go, Inc., a
retail and wholesale logo and souvenir merchandising and silk-screening company.
She is a partner at Miami Airport Duty Free Joint Venture with Greyhound Leisure
Services which owns and operates the 19 duty free stores at Miami International
Airport. She serves as Director of the Miami-Dade Chamber of Commerce, the
Greater Miami Convention & Visitors Bureau and the Miami Film Festival. Ms.
Taylor is a member of our Audit, Compensation and Stock Option Committees.

HORACIO GROISMAN, M.D. has been a Director since March 1999. Dr.
Groisman has been a practicing physician since 1984, and has been President of
Utolaryngology, Head and Neck Associates, in Miami, Florida since 1994. Dr.
Groisman is a member of our Compensation and Stock Option Committees. He was
Vice-Chairman of the Board of Directors of Nimbus Group, Inc. from October 1999
until October 2001.

ZALMAN LEKACH has been a Director since November 1999. In May 1990, Mr.
Lekach became a director and an Executive in Parlux, S.A., a subsidiary of
Parlux Fragrances, Inc. In May 1993, he resigned his executive position and
owned and operated a company exporting foods and health/beauty aids to South
America. In January 1995, he rejoined Parlux as its Chief Operating Officer and
Director. In June 1996, he also assumed the position of President of Parlux. In
January 1999, Mr. Zalman Lekach resigned his position as President and Chief
Operating Officer of Parlux to pursue other opportunities. From May 1999 to June
2001, Mr. Zalman Lekach served as Chief Operating Officer of IFX, Inc. a Miami,
Florida based Internet service provider. In June 2001, Mr. Zalman Lekach founded
Grupo Tulin, Inc. a privately held distributor of fragrances. Messrs. Ilia
Lekach and Zalman Lekach are brothers.

JAMES FELLUS was appointed Director in October 2000. Since 1995, Mr.
Fellus has been the Senior Managing Director of Capital Markets at Advest, Inc.
He is responsible for risk management of all fixed income products and
periodically publishes trade ideas and market commentary. Mr. Fellus serves as a
member of the Board of Directors of Advest, Inc. Mr. Fellus is a member of our
Audit Committee.

Our directors hold office until the next annual meeting of shareholders
and until their successors have been duly elected and qualified.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires directors
and executive officers, and persons who own more than 10 percent of our Common
Stock, to file with the Securities and Exchange Commission (the SEC) initial
reports of ownership and reports of changes in ownership of Common Stock.
Officers, directors and greater than 10 percent shareholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

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To our knowledge, based solely on review of the copies of such reports
 furnished to us and written representations that no other reports were required,
during the fiscal year ended February 2, 2002, filing deficiencies under Section
16(a) included four late reports filed by Ilia Lekach with respect to four
transactions. The following individuals were not timely in meeting the filing
requirements with respect to one transaction each: A. Mark Young, Jeffrey
Geller, Leon Geller, Joel Lancaster, Zalman Lekach, Horacio Groisman, M.D.,
James Fellus and Carole Ann Taylor.

ITEM 11.  EXECUTIVE COMPENSATION

The following table sets forth compensation awarded to, earned by or paid
to our (a) Chief Executive Officer, and (b) our four most highly compensated
executive officers other than the Chief Executive Officer who were serving as
executive officers as of the end of fiscal year 2001 and whose compensation
exceeded $100,000 in fiscal 2001. The Chief Executive Officer and such other
executive officers are sometimes hereafter collectively referred to as the
Named Executive Officers.

SUMMARY COMPENSATION TABLE

|                                                          |                                |      |        |           |  |          |         |                    |                     |           |         |               |              |            |                  |                        |  |  |        |   |         |  |           |        |  |  |   |   |  |  |   |   | 
|--------------------------------------------------------- | ------------------------------ | ---- | ------ | --------- |  | -------- | ------- | ------------------ | ------------------- | --------- | ------- | ------------- | ------------ | ---------- | ---------------- | ---------------------- |  |  | ------ | - | ------- |  | --------- | ------ |  |  | - | - |  |  | - | - | 
|                                                          |                                |      |        |           |  |          |         |                    | Annual Compensation |           |         |               |              |            |                  | Long-term Compensation |  |  |        |   |        
|                                                          |                                |      |        |           |  |          |         |                    |                     |           |         |               |              |            |                  |                        |  |  |        |   |        
|                                                          |                                |      |        |           |  |          |         |                    |                     |           |         |               |              |            |                  |                        |  |  | Awards |   | Payouts |  |           |        | 
|                                                          |                                |      |        |           |  |          |         |                    |                     |           |         |               |              |            |                  |                        |  |  |        |   |         |  |           |        | 
|                                                          |                                |      | Fiscal |           |  |          |         |                    |                     |           |         |               | Other Annual |            | Restricted Stock |                        |  |  |        |   | LTIP    |  | All Other
|Name and Principal Position                               |                                | Year |        | Salary($) |  | Bonus($) |         | Compensation($)(1) |                     | Awards($) |         | Options(#)(2) |              | payouts($) |                  | Compensation($)       
|                                                          |                                |      |        |           |  |          |         |                    |                     |           |         |               |              |            |                  |                       
|Ilia Lekach                                               |                                |      | 2001   |           |  |          | 438,577 |                    |                     |           | 250,000 |               |              |            |                 |                        |  |  |       |   |         |  | 125,000   |        |  |  |  |   |  |  |  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Chairman of the Board and      |      |        | 2000      |  |          |         | 433,846            |                     |           |         | 80,000        |              |            |                  |                       |  |  |        |  |         |  |           |       |  |  |   |  |  |  |   |  | 
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Chief Executive Officer        |      |        | 1999      |  |          |         | 420,000            |                     |           |         |              |              |            |                  |                       |  |  |        |  |         |  |           |       |  |  |   |  |  |  |   |  | 
|                                                         
|                                                         
|                                                         
|                                                         
|A. Mark Young (3)                                         |                                |      | 2001   |           |  |          | 166,152 |                    |                     |           |        |               |              |            |                 |                        |  |  |       |   |         |  | 12,500    |        |  |  |  |   |  |  |  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Chief Financial Officer        |      |        | 2000      |  |          |         | 122,079            |                     |           |         |              |              |            |                  |                       |  |  |        |  |         |  |           | 12,500 |  |  |   |  |  |  |   |  | 
|                                                         
|                                                         
|                                                         
|                                                         
|Jeffrey Geller (4)
President and Chief Operating Officer, |                                |      | 2001   |           |  |          | 162,197 |                    |                     |           |        |               |              |            |                 |                        |  |  |       |   |         |  | 10,000    |        |  |  |  |   |  |  |  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Perfumania, Inc.               |      |        | 2000      |  |          |         | 114,104            |                     |           |         |              |              |            |                  |                       |  |  |        |  |         |  |           | 15,000 |  |  |   |  |  |  |   |  | 
|                                                         
|                                                         
|                                                         
|                                                         
|Donovan Chin                                              |                                |      | 2001   |           |  |          | 189,443 |                    |                     |           |        |               |              |            |                 |                        |  |  |       |   |         |  |          |        |  |  |  |   |  |  |  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Chief Financial Officer,       |      |        | 2000      |  |          |         | 174,447            |                     |           |         |              |              |            |                  |                       |  |  |        |  |         |  |           |       |  |  |   |  |  |  |   |  | 
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Perfumania, Inc. and Secretary |      |        | 1999      |  |          |         | 167,185            |                     |           |         |              |              |            |                  |                       |  |  |        |  |         |  |           | 25,000 |  |  |   |  |  |  |   |  | 
|                                                         
|                                                         
|                                                         
|                                                         
|Leon Geller (5)                                           |                                |      | 2001   |           |  |          | 159,341 |                    |                     |           |        |               |              |            |                 |                        |  |  |       |   |         |  | 12,500    |        |  |  |  |   |  |  |  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Vice President of Purchasing,  |      |        | 2000      |  |          |         | 42,858             |                     |           |         |              |              |            |                  |                       |  |  |        |  |         |  |           |       |  |  |   |  |  |  |   |  | 
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Perfumania, Inc.               |      |        |           |  |          |         |                    |                     |           |         |               |              |            |                  |                        |  |  |        |   |         |  |           |        |  |  |   |   |  |  |   |   | 



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|(1) |  | The column for Other Annual Compensation does not include any amounts
for executive perquisites and any other personal benefits, such as the
cost of automobiles, life insurance and disability insurance because the
aggregate dollar amount per executive is less than 10% of his annual
salary and bonus.           
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|   
|   
|   
|(2) |  | The Companys Board of Directors authorized a one-for-four reverse
stock-split of the Companys outstanding shares of common stock for
shareholders of record on March 2, 2002. Accordingly, all share and per
share data shown in this Form 10-K/A have been retroactively adjusted to
reflect this reverse stock-split.
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|(3) |  | A. Mark Young joined the Company in February 2000 and was appointed Chief
Financial Officer in May 2000.                                                                                                                                                                                                                 
|   
|   
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|   
|(4) |  | Jeffrey Geller joined the Company in March 2000 and was appointed
President and Chief Operating Officer of Perfumania, Inc. in May 2000.                                                                                                                                                                                 
|   
|   
|   
|   
|(5) |  | Leon Geller joined the Company in March 2001 as Vice President of
Purchasing of Perfumania, Inc.                                                                                                                                                                                                                         

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OPTIONS GRANTS TABLE

The following table sets forth certain information concerning grants of
stock options made during fiscal year 2001 to the Named Executive Officers.

INDIVIDUAL OPTION GRANTS IN
FISCAL YEAR 2001

|               |  |            |         |                     |  |                |    |            |  |        |      |         |  |                 |      |                             |  |                            |         |  |  |   |         | 
|-------------- |  | ---------- | ------- | ------------------- |  | -------------- | -- | ---------- |  | ------ | ---- | ------- |  | --------------- | ---- | --------------------------- |  | -------------------------- | ------- |  |  | - | ------- | 
|               |  |            |         |                     |  |                |    |            |  |        |      |         |  |                 |      |                             |  | Potential Realizable Value
|               |  |            |         |                     |  |                |    |            |  |        |      |         |  |                 |      |                             |  | at Assumed Annual Rate    
|               |  |            |         |                     |  | % of Total     |    |            |  |        |      |         |  |                 |      | of Stock Price Appreciation
|               |  | Number     |         | Options Granted     |  |                |    |            |  |        |      |         |  | For Option Term
|               |  | of Options |         | to Employees in     |  | Exercise Price |    | Expiration |  |       
|Name           |  | Granted    |         | Fiscal Year 2001(1) |  | Per Share      |    | Date       |  | 5% (2) |      | 10% (2)
|               |  |            |         |                     |  |                |    |            |  |        |      |        
|Ilia Lekach    |  |            | 125,000 |                     |  |                | 61 | %          |  | $      | 4.00 |         |  |                 | 2011 |                             |  | $                          | 315,000 |  |  | $ | 796,250 | 
|              
|              
|              
|              
|A. Mark Young  |  |            | 12,500  |                     |  |                | 6  | %          |  | $      | 3.52 |         |  |                 | 2011 |                             |  | $                          | 27,625  |  |  | $ | 70,125  | 
|              
|              
|              
|              
|Jeffrey Geller |  |            | 10,000  |                     |  |                | 5  | %          |  | $      | 3.52 |         |  |                 | 2011 |                             |  | $                          | 22,100  |  |  | $ | 56,100  | 
|              
|              
|              
|              
|Leon Geller    |  |            | 12,500  |                     |  |                | 6  | %          |  | $      | 3.52 |         |  |                 | 2011 |                             |  | $                          | 27,625  |  |  | $ | 70,125  | 



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|(1) |  | Total stock option grants during fiscal year 2001 were 203,625.                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | In accordance with the rules of the Securities and Exchange Commission, the
potential realizable values for such options shown in the table presented
above are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the options were granted to their
expiration date. These assumed rates of appreciation do not represent our
estimate or projection of the appreciation of shares of our common stock.

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STOCK OPTION EXERCISES AND YEAR-END
OPTION VALUE TABLE

The following table sets forth certain information concerning option
exercises in fiscal year 2001 and the number of unexercised stock options held
by the Named Executive Officers as of February 2, 2002.

|               |  |                 |   |                |  |               |   |                       |                       |                     |                      |  |  |  |           | 
|-------------- |  | --------------- | - | -------------- |  | ------------- | - | --------------------- | --------------------- | ------------------- | -------------------- |  |  |  | --------- | 
|               |  |                 |   |                |  |               |   |                       |                       | Number of           | Value of Unexercised
|               |  |                 |   |                |  |               |   |                       |                       | Unexercised Options | In-The-Money Options
|               |  | Number of       |   |                |  |               |   | at Fiscal Year-End(#) | at Fiscal Year-End($)
|               |  | Shares Acquired |   |                |  |               |   | Exercisable /         |                       | Exercisable /      
|Name           |  | On Exercise     |   | Value Realized |  | Unexercisable |   | Unexercisable        
|               |  |                 |   |                |  |               |   |                      
|Ilia Lekach    |  |                 |  |                |  |               |  |                       |                       |                     | 193,750/125,000      |  |  |  | 338,250/0 | 
|              
|              
|              
|              
|A. Mark Young  |  |                 |  |                |  |               |  |                       |                       |                     | 4,167/20,833         |  |  |  | 0/500     | 
|              
|              
|              
|              
|Jeffrey Geller |  |                 |  |                |  |               |  |                       |                       |                     | 5,000/20,000         |  |  |  | 0/400     | 
|              
|              
|              
|              
|Donovan Chin   |  |                 |  |                |  |               |  |                       |                       |                     | 27,250/0             |  |  |  | 14,040/0  | 
|              
|              
|              
|              
|Leon Geller    |  |                 |  |                |  |               |  |                       |                       |                     | 0/12,500             |  |  |  | 0/3,510   | 

Director Compensation

We pay each nonemployee Director a $10,000 annual retainer, and reimburse
their expenses in connection with their activities as directors. In addition,
nonemployee directors are eligible to receive stock options under the Directors
Stock Option Plan.

The Directors Stock Option Plan currently provides for an automatic grant
of an option to purchase 500 shares of our common stock upon a persons election
as Director and an automatic grant of options to purchase 1,000 shares of our
common stock upon re-election to the Board, in both instances at an exercise
price equal to the fair market value of the common stock on the date of the
option grant.

Employment and Severance
Agreements

Effective February 1, 1999, we entered into a 3-year employment agreement
with Ilia Lekach pursuant to which he received an annual salary of $400,000,
subject to cost-of-living increases, or 5% if higher. The employment agreement
provided that Mr. Lekach would continue to receive his annual salary until the
expiration of the term of the agreement if his employment was terminated by us
for any reason other than death, disability or cause (as defined in the
employment agreement). The agreement contained a performance bonus plan which
provided for additional compensation and grant of stock options, if we met
certain net income levels. The employment agreement prohibited the employee from
directly or indirectly competing with us during the term of his employment and
for one year after termination of employment except in the case of our
termination of employment without cause. Effective February 1, 2002, we entered
into a new 3-year employment agreement with Ilia Lekach on substantially the
same terms as the February 1, 1999 agreement. Pursuant to the terms of this
agreement, Mr. Lekach received a signing bonus of $250,000 and was granted
125,000 options to purchase the Companys stock at an exercise price of $4.00
per share (the closing market price of our common stock on January 31, 2002).
The options will vest one-third after each twelve month period from February 1,
2002.

Effective December 1999, we entered into 3-year employment agreements
with Marc Finer and Donovan Chin pursuant to which they receive an annual salary
of $215,000 and $160,000, respectively, subject to specified increases. The
employment agreements provide that Mr. Finer and Mr. Chin will continue to
receive their salary until the expiration of the term of the employment
agreements if their employment is terminated by us for any reason other than
death, disability or cause (as defined in the employment agreements), as well as
provisions for change in control. Mr. Finers employment with the Company was
terminated in June 2000 and in accordance with his employment agreement, he will
continue to receive his salary until November 2002.

Effective January 2000 and March 2000, we entered into 3-year employment
agreements with A. Mark Young and Jeffrey Geller pursuant to which they receive
annual salaries of $120,000 and $155,000, respectively, subject to specified
increases. Mr. Youngs contract was amended during fiscal year 2001 to increase
his salary to $165,000. The employment agreements provide that Mr. Young and Mr.
Geller will continue to receive their salary until the expiration of the term of
the employment agreements if their employment is terminated by us for any reason
other than death, disability or cause (as defined in the employment agreements),
as well as provisions for change in control.

6



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ITEM 12.  SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 22, 2002, information with
respect to the beneficial ownership of our Common Stock by (i) each person known
by us to beneficially own more than 5% of the outstanding shares of our Common
Stock, (ii) each of our directors, (iii) each Named Executive Officer, and (iv)
all of our directors and executive officers as a group.

COMMON STOCK BENEFICIALLY OWNED

|                                                             |  |        |         |              |  |  |      |  
|------------------------------------------------------------ |  | ------ | ------- | ------------ |  |  | ---- | -
|Name and Address                                             |  |        |         |              |  |  |      |  
|of Beneficial Owner                                          |  | Shares |         | Percent     
|                                                             |  |        |         |             
|Ilia Lekach                                                  |  |        | 579,685 | (1)(2)(3)(5) |  |  | 26.1 | %
|                                                            
|                                                            
|                                                            
|                                                            
|Rachmil Lekach                                               |  |        | 176,850 | (1)(2)(5)    |  |  | 8.0  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Jerome Falic                                                 |  |        | 186,683 | (1)(4)(5)    |  |  | 8.4  | %
|                                                            
|                                                            
|                                                            
|                                                            
|A. Mark Young                                                |  |        | 25,775  | (1)(5)       |  |  | 1.2  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Jeffrey Geller                                               |  |        | 26,863  | (1)(5)       |  |  | 1.2  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Donovan Chin                                                 |  |        | 27,250  | (1)(5)       |  |  | 1.2  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Leon Geller                                                  |  |        | 12,500  | (1)(5)       |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Joel Lancaster                                               |  |        | 18,125  | (1)(5)       |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Carole A. Taylor                                             |  |        | 5,000   | (1)(5)       |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Horacio Groisman, M.D.                                       |  |        | 3,750   | (1)(5)       |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Zalman Lekach                                                |  |        | 3,500   | (1)(5)       |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|James Fellus                                                 |  |        | 1,500   | (1)(5)       |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Parlux Fragrances, Inc.                                      |  |        | 378,102 | (6)          |  |  | 17.0 | %
|                                                            
|                                                            
|                                                            
|                                                            
|Eisenberg Partners LLC                                       |  |        | 227,987 | (7)          |  |  | 10.3 | %
|                                                            
|                                                            
|                                                            
|                                                            
|Mark A. Rice                                                 |  |        | 245,374 | (8)(9)       |  |  | 11.0 | %
|                                                            
|                                                            
|                                                            
|                                                            
|All directors and executive
officers as a group (10 persons) |  |        | 703,948 |              |  |  | 31.7 | %



---

|*   |  | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | The address of each of the beneficial owner identified is 11701 NW 101st
Road, Miami, Florida 33178, unless otherwise stated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|   
|   
|(2) |  | Ilia Lekach and Rachmil Lekach jointly own with their spouses the shares
set forth opposite their respective names.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|   
|   
|   
|(3) |  | Includes 17,000 shares of Common Stock owned by Pacific Investment Group, a corporation wholly owned by
Mr. Lekach.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|   
|   
|   
|(4) |  | The address of Jerome Falic is 19495 Biscayne Blvd., Ste. #300, Aventura, Florida, 33180.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|   
|   
|   
|(5) |  | Includes shares of Common Stock issuable upon the exercise of stock options currently exercisable or
exercisable within 60 days of May 22, 2002 in the following amounts: Ilia
Lekach (318,750); Rachmil Lekach (25,000); Jerome Falic (102,375); Jeffrey
Geller (25,000); A. Mark Young (25,000); Donovan Chin (27,250); Leon Geller
(12,500); Joel Lancaster (18,125); Dr. Horacio Groisman (3,500); Zalman
Lekach (2,500), Carole A. Taylor (5,000), and James Fellus (1,500).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|   
|   
|   
|(6) |  | The address of Parlux Fragrances, Inc. is 3725 S.W. 30th Avenue, Ft. Lauderdale, Florida 33154.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|   
|   
|   
|(7) |  | Based on the Schedule 13D dated May 22, 2000 filed with the SEC by Eisenberg Partners, L.L.C.
(Eisenberg). Eisenberg is the manager or investment manager and beneficially owns all shares of the
following entities: E.P. Opportunity Fund L.L.C. (88,006 shares), EP Opportunity Fund International Ltd.
(5,742 shares), EP.com Fund L.L.C. (116,730 shares) and EP.com Fund International, Ltd. (17,510 shares).
The address for each entity is 77 W. Wacker Drive, Chicago, Illinois 60601.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|   
|   
|   
|(8) |  | Based on the Schedule 13G/A dated February 14, 2002 filed with the SEC by
Mark A. Rice. Mr. Rice is the Managing Member of Minamax, LLC. Minamax, LLC
is the Managing Member of Rice Opportunity Fund, LLC. Rice Opportunity Fund
LLC beneficially own 245,374 common stock shares of the Company. Of the
245,374 common stock shares, Rice Opportunity Fund, LLF owns 139,953
shares. Additionally, Rice Opportunity Fund owns the following convertible
notes: Series B in the principal amount of $210,517; Series C in the
principal amount of $664,646; and Series D in the principal amount of
$976,945. These notes are subject to conversion limitations that prohibit
Rice Opportunity Fund, LLC and its affiliates, which would include Mr.
Rice, from beneficially owning more than 9.9% of the outstanding shares of
common stock of the Company. Assuming Rice Opportunity Fund LLC and its
affiliates comply with this limitation, the maximum number of shares into
which the notes can be converted, would be 105,421 shares of common stock.
Mr. Rice has sole power to vote or direct the vote of the entire holding
and has sole power to dispose of or direct the disposal of the entire
shareholding. The address for each entity is 666 Dundee Road, Suite 1901,
Northbrook, Illinois 60062.
|   
|   
|   
|   
|(9) |  | In February 2002, we entered into a Convertible Note Option Repurchase
Agreement (the Agreement) with certain holders of the Companys
outstanding Series C and D Convertible Notes. The Agreement provides that
the Company has the monthly option to repurchase the approximate $4.9
million outstanding notes over an eleven month period beginning February
2002, at a price equal to the unpaid principal balance plus a 20% premium.
The portion of the notes redeemable in each of the eleven months varies as
per a specified redemption schedule. In the event that the Company
exercises its monthly option, the note holders are restricted from
converting any part of the remaining outstanding and unpaid principal
balance of such holders notes into the Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

7



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##### 



ITEM 13.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

Relationship with
Parlux. Parlux Fragrances, Inc. is a public company
engaged in the manufacture of fragrances. Ilia Lekach, our Chairman of the Board
and Chief Executive Officer and one of our principal shareholders, is the
chairman of the board of Parlux and beneficially owns approximately 21% of the
outstanding common stock of Parlux. During fiscal year 2001, we purchased
approximately $19.6 million of merchandise from Parlux. We believe that our
purchases of merchandise from Parlux were on terms no less favorable to us than
could reasonably be obtained in arms length transactions with independent third
parties. The amount due to Parlux at February 4, 2002, was approximately
$14,673,000 including a $100,000 subordinated interest bearing secured note
payable (see below) and $13,413,000 of trade accounts payable, respectively.
Trade accounts payable due to Parlux are non-interest bearing.

On June 30, 2001, Perfumania signed a $3,000,000 subordinated note
agreement with Parlux. The note was in consideration for the reduction of
$3,000,000 in trade payables due to Parlux. The note was due on March 31, 2002
with various periodic principal payments, bore interest at prime plus 1% and was
subordinate to all bank related indebtedness. As of February 2, 2002, the
outstanding principal balance due on the note had been reduced to $100,000. The
note was repaid in full in April 2002.

Relationship with
Grupo Tulin, Inc. Grupo Tulin, Inc. (Grupo) is a
privately held distributor of fragrances. Zalman Lekach, a Director and brother
of Ilia Lekach is the founder of Grupo. During the fiscal year ended February 2,
2002, we purchased approximately $4,491,000 of merchandise from Grupo. We
believe that our purchases of merchandise from Grupo were on terms no less
favorable to us than could reasonably be obtained in arms length transactions
with independent parties. The amount due to Grupo at February 2, 2002 was
approximately $2,025,000.

Relationship with
S&R Fragrances, Inc. S&R Fragrances, Inc. (S&R) is a
privately held distributor of fragrances. Rachmil Lekach, a brother of Ilia
Lekach is the founder of S&R. During the fiscal year ended February 2, 2002, we
purchased approximately $170,000 of merchandise from S&R. We believe that our
purchases of merchandise from S&R were on terms no less favorable to us than
could reasonably be obtained in arms length transactions with independent
parties. The amount due to S&R at February 2, 2002 was approximately $170,000.

Relationship with
Nimbus Group, Inc. (formerly TakeToAuction.com, Inc.)
As of February 2, 2002, we owned approximately 1,003,000 shares of Nimbus common
stock representing approximately 13% of its total outstanding common stock. Of
these shares, 300,000 shares were received by us as partial payment on a loan
receivable from Ilia Lekach in January 2002 (see below). Ilia Lekach, our
Chairman of the Board and Chief Executive Officer has been Chairman of the Board
of Nimbus since its inception and Interim Chief Executive Officer since January
2002. Horacio Groisman, M.D., one of our Directors, served as Vice Chairman of
the Board of Nimbus from its inception until his resignation in October 2001.

In October 2000, we entered into a six month service agreement with TTA
to provide distribution and logistics functions. This service agreement provides
for order processing, inventory management, warehousing, fulfillment and
shipping of product. The service fee is variable based on the volume of TTA
sales. Monthly minimum fees apply if specified volume levels are not obtained.
Total fees earned during fiscal year 2001 were approximately $177,000. The
service agreement was terminated effective September 1, 2001.

In September 2001, we entered into a licensing agreement with TTA to
license our retail fragrance Internet Web site. Under the terms of the
agreement, TTA pays us a royalty of 5% of defined product sales for sales up to
$8 million per annum, decreasing to 3% on sales exceeding $11 million per annum.
Royalty income under this agreement for the year ended February 2, 2002 was
approximately $88,000. Additionally, TTA rents approximately 20,000 square feet
of warehouse facilities from us for approximately $15,000 per month. As of
February 2, 2002, the amount due from TTA was approximately $811,000.

Indebtedness of
Ilia Lekach. Notes receivable from Ilia Lekach, our
Chairman of the Board and Chief Executive Officer was $2,881,624 as of February
2, 2002. The notes are unsecured, mature February 1, 2003 and bear interest at
prime plus 1% per annum. Principal and interest are payable in full at maturity.
Total interest income recognized during fiscal years 2001, 2000, and 1999 was
approximately $273,000, $247,000 and $70,000, respectively. There was no accrued
interest receivable at February 2, 2002. In March 2001, the Company received a
principal payment from Ilia Lekach of $500,000. In January 2002, the Company
received 300,000 shares of Nimbus common stock as partial payment of a loan
receivable from Ilia Lekach. These shares were valued at $357,000 ($1.19 per
share).

8



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##### 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized June 3, 2002.

| |  |     |  |                                                               
| |  | --- |  | --------------------------------------------------------------
| |  |     |  | E Com Ventures, Inc.                                          
|
|
|
|
|
|
|
|
| |  | By: |  | /s/ ILIA LEKACH                                               
| |  |     |  |                                                               
| |  |     |  | Ilia Lekach, Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                   |  |                                                                                |  |             
|---------------------------------- |  | ------------------------------------------------------------------------------ |  | ------------
|Signature                          |  | Title                                                                          |  | Date        
|                                   |  |                                                                                |  |             
|                                  
|                                  
|/s/ ILIA LEKACH

Ilia Lekach       |  | Chairman of the Board and
Chief Executive Officer,
Principal Executive Officer |  | June 3, 2002
|                                  
|                                  
|                                  
|                                  
|                                  
|/s/ JEFFREY GELLER

Jeffrey Geller |  | President and Chief Operating Officer
of Perfumania, Inc., and Director        |  | June 3, 2002
|                                  
|                                  
|                                  
|                                  
|                                  
|/s/ A. MARK YOUNG

A. Mark Young   |  | Chief Financial Officer
and Director,
Principal Financial Officer              |  | June 3, 2002
|                                  
|                                  
|                                  
|                                  
|                                  
|/s/ DONOVAN CHIN

Donovan Chin     |  | Chief Financial Officer
of Perfumania, Inc.,
Secretary and Director            |  | June 3, 2002
|                                  
|                                  
|                                  
|                                  
|                                  
|/s/ CAROLE ANN TAYLOR              |  | Director                                                                       |  | June 3, 2002
|                                   |  |                                                                                |  |             
|Carole Ann Taylor                  |  |                                                                                |  |             
|                                  
|                                  
|                                  
|                                  
|                                  
|/s/ HORACIO GROISMAN, M.D.         |  | Director                                                                       |  | June 3, 2002
|                                   |  |                                                                                |  |             
|Horacio Groisman, M.D.             |  |                                                                                |  |             
|                                  
|                                  
|                                  
|                                  
|                                  
|/s/ ZALMAN LEKACH                  |  | Director                                                                       |  | June 3, 2002
|                                   |  |                                                                                |  |             
|Zalman Lekach                      |  |                                                                                |  |             
|                                  
|                                  
|                                  
|                                  
|                                  
|/s/ JAMES FELLUS                   |  | Director                                                                       |  | June 3, 2002
|                                   |  |                                                                                |  |             
|James Fellus                       |  |                                                                                |  |             

9