# SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 10-K/A

x     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR
ENDED FEBRUARY 1, 2003 OR

o      TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER
0-19714

# E COM VENTURES, INC.
(Exact name of
registrant as specified in its charter)

FLORIDA
      65-0977964(State or other jurisdiction of incorporation or organization)
      (I.R.S.
Employer Identification Number)


11701
NW 101 ST. ROAD, MIAMI, FL
      33178(Address of principal executive offices)
      (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. Yesx
No o

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-Kx.

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). Yes o Nox

As
of May 23, 2003 the number of shares of the registrants common stock outstanding was
2,475,959. The aggregate market value of the common stock held by non affiliates of the
registrant as of August 3, 2002 was approximately $5.9 million, based on the closing price
of the common stock ($4.00) as reported by the NASDAQ National Market on such date. For
purposes of the foregoing computation, all executive officers, directors and 5% 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% beneficial owners
are, in fact, affiliates of the registrant.

EXPLANATORY NOTE

This amendment number 1 to our Form
10-K is being filed to incorporate information required by Items 10, 11, 12 and 13 of 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                |     | 54      
|A. Mark Young              |     | 42      
|Jeffrey Geller             |     | 29      
|Donovan Chin               |     | 36      
|Leon Geller                |     | 48      
|Alan Grobman               |     | 33      
|Joel Lancaster             |     | 44      
|Carole Ann Taylor(1)(2)(3) |     | 57      
|Joseph
Bouhadana(1)(2)(3)  |     | 34      
|James Fellus(1)            |     | 37      
|Miles Raper(1)             |     | 66      

(1)    
          Member of Audit Committee
     (2)    
          Member of Compensation Committee
     (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 was Chairman of the
Board of Directors and Interim Chief Executive Officer 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, until March 2003.

A. MARK YOUNG joined us in February 2000 and became our Chief Financial Officer in
          May 2000. He served as one of our directors from April 2001 until his
          resignation as a director in September 2002. 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.

JEFFREY
GELLER joined us in March 2000 and was appointed the President and Chief Operating Officer
of our Retail division in May 2000. He served as one of our directors from April 2001
until his resignation as a director in September 2002. Prior to joining us, Mr. Geller was
the Director, General Manager and 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.
Leon Geller is the uncle of Jeffrey Geller, the President and Chief Operating Officer of
our retail division.

ALAN
GROBMAN has served as the Vice President of Logistics and Distribution for Perfumania,
Inc. since February 2003. He also served as our Director of Fulfillment from November 2000
to February 2003. Previously, Mr. Grobman was Plant Manager of Crown Cork and Seal del
Peru, a manufacturer of food and specialty packaging from March 1999 to October 2000, and
prior to that he was the General Manager of Corporacion Lealha, a beverage and
entertainment company from May 1997 to March 1999.

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.

JAMES
FELLUS was appointed a director in October 2001. Mr. Fellus was the Senior Managing
Director Capital Markets at Advest, Inc. from 1995 until June 2002, where he was
responsible for risk management of all fixed income products and published trade ideas and
market commentary periodically. Mr. Fellus served as a member of the Board of Directors of
Advest, Inc. Since November 2002, Mr. Fellus has been a Senior Managing Director of fixed
income products at A.B. Watley, Inc. Mr. Fellus is a member of our Audit Committee.

JOSEPH
BOUHADANA was appointed a director in September 2002. Mr. Bouhadana has served as Vice
President of Information Technology of Tutopia.com, a privately owned Internet service
provider with a presence in nine countries in Latin America, since September 2000.
Previously, Mr. Bouhadana was the Director of Information Technology of Hotelworks.com or
Parker Reorder, a publicly traded company specializing in hospitality business to business
procurement, distribution and logistics systems. Mr. Bouhadana is a member of our Audit,
Compensation and Stock Option Committees.

MILES
RAPER was appointed a director in October 2002. Mr. Raper serves as Chairman of the Board
for Ryder System Federal Credit Union, a position he has held since 1996. He retired from
Ryder System, Inc. (Ryder), a publicly traded provider of logistics, supply
chain and transportation management solutions, in May 2002. Mr. Raper had been employed by
Ryder since 1983 where he served as Senior Vice President of Global Transportation
Services, Vice President of Automotive Operations and Vice President and General Manager
of its Temperature Controlled Carriage Division. Mr. Raper is a member of the Council of
Logistics Management and the Warehousing Education and Research Council. He is retired
from the U.S. Air Force Reserve but served active duty during Operation Desert Storm. He
holds a Juris Doctorate from Atlanta Law School. Mr. Raper 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.

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 1, 2003, filing deficiencies under Section 16(a) included one late report filed
by Leon Geller, Carole Ann Taylor and James Fellus with respect to two transactions. The
following individuals were not timely in meeting the filing requirements with respect to
one transaction each: Ilia Lekach, A. Mark Young, Jeffrey Geller, Miles Raper and Joseph
Bouhadana.

# 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 2002 and whose compensation exceeded $100,000 in fiscal 2002. We
refer to the Chief Executive Officer and these other executive officers collectively, as
the Named Executive Officers.

SUMMARY COMPENSATION TABLEAnnual CompensationName and Principal Position
     FiscalYear
     Salary($)
     Bonus($)
     Options(#)(1)Ilia Lekach
     
     2002
        
     441,000
        
     --
        
     --Chairman of the Board
and
     2001
        
     438,577
        
     250,000
        
     125,000Chief Executive
Officer
     2000
        
     433,846
        
     80,000
        
     --A. Mark Young (2)
     2002
        
     196,153
        
     --
        
     --Chief Financial Officer
     2001
        
     166,152
        
     --
        
     12,5002000
        
     122,079
        
     --
        
     12,500Jeffrey Geller (3)
     2002
        
     192,561
        
     --
        
     --President and Chief Operating
Officer,
     2001
        
     162,197
        
     --
        
     10,000Perfumania,
Inc.
     2000
        
     114,104
        
     --
        
     15,000Donovan Chin
     2002
        
     200,857
        
     --
        
     --Chief Financial Officer,
     2001
        
     189,443
        
     --
        
     --Perfumania, Inc. and Secretary
     2000
        
     174,447
        
     --
        
     --Leon Geller (4)
     2002
        
     173,166
        
     --
        
     --Vice President of
Purchasing,
     2001
        
     159,341
        
     --
        
     12,500Perfumania,
Inc.
     2000
        
     42,858
        
     --
        
     --


|(1) |  | Our
Board of Directors authorized a one-for-four reverse stock-split of our 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.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | A.
Mark Young joined us in February 2000 and was appointed Chief Financial Officer in May
2000.
|--- |  | -----------------------------------------------------------------------------------------------

|(3) |  | Jeffrey
Geller joined us in March 2000 and was appointed President and Chief Operating Officer of
Perfumania, Inc. in May 2000.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Leon
Geller joined us in March 2001 as Vice President of Purchasing of Perfumania, Inc
|--- |  | --------------------------------------------------------------------------------------

---

# OPTIONS GRANTS TABLE

There
were no grants of stock options made during fiscal year 2002 to any Named Executive
Officer.

---

# STOCK OPTION EXERCISES
AND YEAR-END OPTION VALUE TABLE

The
following table sets forth certain information concerning option exercises in fiscal year
2002 and the number of unexercised stock options held by the Named Executive Officers as
of February 1, 2003.

Name
     Number of
Shares Acquired
  on Exercise
     Value Realized
     Number of
 Unexercised Options
at Fiscal Year-End(#)
    Exercisable/
    Unexercisable
     Value of Unexercised
  In-The-Money Options
at Fiscal Year-End($)(1)
      Exercisable/
      UnexercisableIlia Lekach
     
     
     --
        
     --
        
     193,750/125,000
        
     583,735/0A. Mark Young
     --
        
     --
        
     12,500/12,500
        
     750/1,500Jeffrey Geller
     --
        
     --
        
     13,333/11,667
        
     600/1,200Donovan Chin
     --
        
     --
        
     27,250/0
        
     3,825/0Leon Geller
     --
        
     --
        
     4,166/8,334
        
     750/1,500


(1)    
          The value of the unexercised in-the-money options is based on the
          fair market value of $3.70 per share as of February 1, 2003, minus the exercise
          price, multiplied by the number of shares underlying the options.

# 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, 2002, we entered into a 3-year employment agreement with Ilia Lekach pursuant to which
he will receive an annual salary of $460,000, subject to cost-of-living increases or 5% if
higher. The employment agreement provides that Mr. Lekach will continue to receive his
annual salary until the expiration of the term of the agreement if his employment is
terminated by us for any reason other than death, disability or cause (as defined in the
employment agreement). The agreement contains a performance bonus plan which provides for
additional compensation and grant of stock options, if we meet certain specified net
income levels. The employment agreement prohibits 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. Pursuant to
the terms of this agreement, Mr. Lekach received a signing bonus of $250,000 and was
granted 125,000 options to purchase our common 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
January 2003, we entered into 3-year employment agreements with A. Mark Young and Jeffrey
Geller pursuant to which they receive annual salaries of $210,000 subject to specified
increases. 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.

Compensation
Committee Interlocks and Insider Participation

The
following directors served as members of the compensation committee during the 2002 fiscal
year: Carole Ann Taylor and Joseph Bouhadana. None of the members of the compensation
committee was, at any time either during or before such fiscal year, an employee of ours
or any of our subsidiaries.

---

# ITEM 12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The
following table sets forth, as of May 23, 2003, 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.
The address of each beneficial owner identified is 11701 NW 101st Road, Miami,
Florida 33178, unless otherwise stated.

Common Stock Beneficially OwnedName and Addressof Beneficial
Owner
     Amount and Natureof Beneficial
Ownership
     Percent of ClassIlia Lekach
     
     689,398
        (1)(2)(3)(4)
     27.8
        %Rachmil Lekach
     187,150
        (1)(2)(4)
     7.6
        %A. Mark Young
     26,775
        (1)(4)
     1.1
        %Jeffrey Geller
     28,105
        (1)(4)
     1.1
        %Donovan Chin
     27,250
        (1)(4)
     1.1
        %Leon Geller
     12,500
        (1)(4)
     *Alan Grobman
     12,500
        (1)(4)
     *Joel Lancaster
     16,250
        (1)(4)
     *Carole A.
Taylor
     6,000
        (1)(4)
     *James Fellus
     2,500
        (1)(4)
     *Joseph
Bouhadana
     1,500
        (1)(4)
     *Miles Raper
     1,500
        (1)(4)
     *Parlux Fragrances,
Inc.
     378,102
        (5)
     15.3
        %Mark A. Rice
     152,923
        (6)(7)
     6.2
        %Anthony
Silverman
     200,400
        (8)
     8.1
        %All directors and executiveofficers as a group (11
persons)
     824,278
        
     33.3
        %


*Less
than 1%.

|(1) |  | For purposes of this table, beneficial ownership is computed pursuant to Rule
               13d-3 under the Exchange Act; the inclusion of shares as beneficially owned
               should not be construed as an admission that such shares are beneficially owned
               for purposes of the Exchange Act. Under the rules of the SEC, a person is deemed
               to be a beneficial owner of a security he or she has or shares the
               power to vote or direct the voting of such security or the power to dispose of
               or direct the disposition of such security. Accordingly, more than one person
               may be deemed to be a beneficial owner of the same security.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Ilia Lekach and Rachmil Lekach jointly own with their spouses the shares set
               forth opposite their respective names.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes 4,150 shares of common
               stock owned by Pacific Investment Group, and 101,004 shares of common stock owned by IZJD Corporation, corporations wholly owned by Mr.
               Lekach.                                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) |  | Includes shares of common stock issuable upon the exercise of
stock
               options currently exercisable or exercisable within 60 days of May 3, 2003
               in the following amounts: Ilia Lekach (318,750); Rachmil Lekach (25,000);
               Jeffrey Geller (25,000); A. Mark Young (25,000); Donovan Chin (27,250); Leon
               Geller (12,500); Alan Grobman (12,500); Joel Lancaster (16,250); Carole A.
               Taylor (6,000); James Fellus (2,500); Joseph Bouhadana (1,500) and Miles Raper (1,500).
|(5) |  | The address of Parlux Fragrances, Inc. is 3725 S.W. 30th Avenue, Ft.
               Lauderdale, Florida 33154. Ilia Lekach, our Chairman and Chief Executive
               Officer, is the natural person at Parlux Fragrances who has voting control or
               power to direct the disposition of the shares.                                                                                                                                                                                                                            

|(6) |  | 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 owns 131,171 shares of our common stock. Rice Opportunity Fund owns
               the following convertible notes: Series C in the principal amount of $196,368;
               and Series D in the principal amount of $290,540. 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 our common stock. 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 131,171 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.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | In December 2002, we entered into an amended Convertible Note Option Repurchase
               Agreement (the Agreement) with certain holders of our outstanding
               Series C and D Convertible Notes. The Agreement provides us with an extension of
               the maturity date of the Series C and D Convertible Notes to September 15, 2003
               and a monthly option to repurchase the approximately $1.2 million in Notes over
               the extended maturity date. The portion of the notes redeemable in each of the
               eleven months varies in accordance with a specified redemption schedule. In the
               event that we exercise our 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 our common stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Based on the Schedule 13D dated April 17, 2003 filed with the SEC by Anthony
               Silverman.
|--- |  | ------------------------------------------------------------------------------------------------------

---

Equity Compensation Plan Information
       This table summarizes share and exercise price information about our
equity compensation plans as of February 1, 2003.

Plan Category
     Number of Securities
    To Be Issued
     Weighted Average   
  Exercise Price Of   
 Outstanding  Options,   
 Warrants and Rights
     Number  of  Securities
 Available For Future
Issuance  Under  Equity
  Compensation PlansEquity compensation plans
approvedby security
holders (1)
     666,501
        
     $5.32
        
     236,473Equity compensation plans notapproved by security
holders
     --
        
     --
        
     --TOTAL
     666,651
        
     $5.32
        
     236,473


(1)    
          Represents stock options outstanding and issuable under our 2000 Stock Option
          Plan and our 2000 Directors Stock Option Plan.

# ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED PARTY 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 27% of the outstanding common stock of Parlux. During
fiscal year 2002, we purchased approximately $11,613,000 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 1, 2003, was approximately $10,739,000
including a $100,000 subordinated interest bearing secured note payable. Trade accounts
payable due to Parlux are non-interest bearing.

On
September 30, 2002, 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, 2003 with various periodic principal
payments, bore interest at prime plus 1% and was subordinate to all bank related
indebtedness. As of February 1, 2003, the outstanding principal balance due on the note
had been reduced to $100,000. The note was repaid in full in April 2003.

Relationship
with Grupo Tulin, Inc. Grupo Tulin, Inc. (Grupo) is a privately held
distributor of fragrances. Zalman Lekach, a former Director and brother of Ilia Lekach is
the founder of Grupo. During the fiscal year ended February 1, 2003, we purchased
approximately $10,562,000 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 1, 2003 was approximately $1,383,000.

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 1, 2003, we purchased
approximately $6,021,000 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 1, 2003 was approximately $1,310,000.

Relationship
with Nimbus Group, Inc. (formerly TakeToAuction.com, Inc.)During fiscal year 2000, we
purchased 314,000 shares of common stock of Take to Auction.Com, Inc. (TTA),
an Internet auction site, for approximately $2.5 million. Our Chairman of the Board and
Chief Executive Officer, Ilia Lekach, was also the Chairman of the Board and Chief
Executive Officer of TTA at that time. In June 2000, we acquired approximately 139,000
shares of TTAs common stock upon conversion of a $1.0 million convertible promissory
note receivable.

In
January 2001, we received 250,000 shares of TTA common stock as partial payment on a loan
receivable from Ilia Lekach. These shares were valued at $252,500 ($1.01 per share).

---

As
of February 3, 2001, the market price for TTAs common stock was below our average
cost per share of $5.38. In consideration of accounting guidance that considers a six to
nine month decline in stock price to be other-than-temporary, we valued the shares at
$1.01 per share and recorded a non-cash charge of approximately $3.1 million to realized
loss on investments on the consolidated statement of operations for fiscal year 2000. As
of November 2, 2002, the market price of the shares was again below our carrying value and
approximately $700,000 was recorded as a non-cash charge to realized loss on investments
on the consolidated statement of operations for the third fiscal quarter then ended.

In
September 2001, TTA effected a corporate reorganization (Reorganization) as a
result of which TTA became a wholly owned subsidiary of Nimbus Group, Inc.
(Nimbus). As a result of the Reorganization; our shares of TTA common stock
were exchanged for an equal number of shares of Nimbus common stock. Ilia Lekach has been
Chairman of the Board of Nimbus since the Reorganization and was Interim Chief Executive
Officer until March 21, 2003.

In
January 2002, we received 300,000 shares of Nimbus common stock as partial payment on a
loan receivable from Ilia Lekach. These shares were valued at $357,000 ($1.19 per share).

As
of February 1, 2002, the amount due from TTA was approximately $811,000. During fiscal
year 2002, the amount due from TTA increased to approximately $2 million and a provision
for impairment of the receivable was recorded. In January 2003, we issued a letter of
default to TTA regarding the licensing agreement. In February 2003, we regained control of
our retail Internet website.

As
of February 1, 2003, we owned approximately 1,003,000 shares of Nimbus common stock
representing approximately 13% of its total outstanding common stock. The investment in
Nimbus is shown on our consolidated balance sheet as of February 1, 2003 as investments
available for sale in the amount of approximately $211,000 representing the market value
of $0.21 per share at that date.

Indebtedness
of Ilia Lekach.Notes receivable from Ilia Lekach, our Chairman of the Board
and Chief Executive Officer was $311,604 as of February 1, 2003. The notes are unsecured,
mature in five years and bear interest at prime plus 1% per annum. Principal and interest
are payable in full at maturity. Interest income recognized during fiscal years 2002,
2001, and 2000 was approximately $174,000, $264,000 and $236,000, respectively. Accrued
interest receivable at February 1, 2003, was approximately $12,000. In January 2003, the
Company received repayment from Ilia Lekach on a loan of approximately $2,790,000.

---

# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, May 30, 2003.

E Com Ventures, Inc.By: /s/ ILIA
LEKACH

        Ilia Lekach, Chairman
of the Board
        and Chief Executive
Officer
        (Principal Executive
Officer)By: /s/ A. MARK
YOUNGA. Mark Young, Chief
Financial Officer
(Principal Accounting
Officer)


Pursuant
to the requirements of the Securities Exchange act of 1934, this amendment 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
LEKACHIlia Lekach
     Chairman of the Board and
      Chief Executive Officer,(Principal Executive Officer)
     
     May 30, 2003/s/ A.
MARK
YOUNG
      A. Mark Young
     Chief Financial Officer,
      (Principal Accounting Officer)
     May 30, 2003/s/
JEFFREY
GELLER
      Jeffrey Geller
     President and Chief
OperatingOfficer
      of Perfumania, Inc.
     May 30, 2003/s/
DONOVAN
CHIN
      Donovan Chin
     Chief Financial Officer 
      Perfumania, Inc.,Secretary and Director
     May 30, 2003/s/ CAROLE ANN
TAYLOR
     Director
     May 30, 2003Carole Ann Taylor/s/ JOSEPH
BOUHADANA
     Director
     May 30, 2003Joseph Bouhadana/s/ JAMES
FELLUS
     Director
     May 30, 2003James Fellus/s/ MILES
RAPER
     Director
     May 30, 2003Miles Raper


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CERTIFICATIONS

PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ilia Lekach, certify
that:

|(1) |  | I have reviewed this amendment no. 1 to the annual report on Form 10-K/A of E
               Com Ventures, Inc.;
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(2) |  | Based on my knowledge, this annual report does not contain any untrue statement
               of a material fact or omit to state a material fact necessary to make the
               statements made, in light of the circumstances under which such statements were
               made, not misleading with respect to the period covered by this annual report;
               and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Based on my knowledge, the financial statements, and other financial information
               included in this annual report, fairly present in all material respects the
               financial condition, results of operations and cash flows of the registrant as
               of, and for, the periods presented in this annual report.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | The registrants other certifying officer and I (herein the
               Certifying Officers) are responsible for establishing and
               maintaining disclosure controls and procedures (as defined in Exchange Act Rules
               13a-14 and 15d-14) for the registrant and we have:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | designed such internal controls to ensure that material information relating to
               the registrant, including its consolidated subsidiaries (collectively the
               Company) is made known to the Certifying Officers by others within
               the Company, particularly during the period in which this annual report is being
               prepared;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | evaluated the effectiveness of the registrants internal controls as of a
               date within 90 days prior to the filing date of this annual report (the
               Evaluation Date); and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | presented in this annual report the conclusions of the Certifying Officers about
               the effectiveness of the disclosure controls and procedures based on our
               evaluation as of the Evaluation Date;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | The registrants Certifying Officers have disclosed, based on our most
               recent evaluation, to the registrants auditors and the audit committee of
               registrants board of directors:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | all significant deficiencies (if any) in the design or operation of internal
               controls which could adversely affect the registrants ability to record,
               process, summarize and report financial data and have identified for the
               registrants auditors any material weaknesses in internal controls; and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | The registrants Certifying Officers have indicated in this annual report
               whether or not there were significant changes in internal controls or in other
               factors that could significantly affect internal controls subsequent to the date
               of our most recent evaluation, including any corrective actions with regard to
               significant deficiencies and material weaknesses.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 30, 2003

By: /S/ ILIA
LEKACH
Ilia LekachChief Executive
Officer

---

CERTIFICATIONS

PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002

I, A. Mark Young, certify that:

|(1) |  | I have reviewed this amendment no. 1 to the annual report on Form 10-K/A of E
               Com Ventures, Inc.;
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(2) |  | Based on my knowledge, this annual report does not contain any untrue statement
               of a material fact or omit to state a material fact necessary to make the
               statements made, in light of the circumstances under which such statements were
               made, not misleading with respect to the period covered by this annual report;
               and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Based on my knowledge, the financial statements, and other financial information
               included in this annual report, fairly present in all material respects the
               financial condition, results of operations and cash flows of the registrant as
               of, and for, the periods presented in this annual report.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | The registrants other certifying officer and I (herein the
               Certifying Officers) are responsible for establishing and
               maintaining disclosure controls and procedures (as defined in Exchange Act Rules
               13a-14 and 15d-14) for the registrant and we have:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | designed such internal controls to ensure that material information relating to
               the registrant, including its consolidated subsidiaries (collectively the
               Company) is made known to the Certifying Officers by others within
               the Company, particularly during the period in which this annual report is being
               prepared;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | evaluated the effectiveness of the registrants internal controls as of a
               date within 90 days prior to the filing date of this annual report (the
               Evaluation Date); and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | presented in this annual report the conclusions of the Certifying Officers about
               the effectiveness of the disclosure controls and procedures based on our
               evaluation as of the Evaluation Date;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | The registrants Certifying Officers have disclosed, based on our most
               recent evaluation, to the registrants auditors and the audit committee of
               registrants board of directors:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | all significant deficiencies (if any) in the design or operation of internal
               controls which could adversely affect the registrants ability to record,
               process, summarize and report financial data and have identified for the
               registrants auditors any material weaknesses in internal controls; and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | The registrants Certifying Officers have indicated in this annual report
               whether or not there were significant changes in internal controls or in other
               factors that could significantly affect internal controls subsequent to the date
               of our most recent evaluation, including any corrective actions with regard to
               significant deficiencies and material weaknesses.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 30, 2003

By: /S/ A. MARK YOUNG
A. Mark YoungChief Financial
Officer

---