UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A

    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT

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

      For the fiscal year ended January 28, 2006
                                       OR

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

      For the transition period from                      to
                                    --------------------    --------------------

                         Commission file number: 0-10714

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

                Florida                                      65-0977964
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)

        251 International Parkway
            Sunrise, Florida                                33325
(Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (954) 335-9100

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

                                      None

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

                           Common stock $.01 par value

      Indicate by check mark if the Registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| No |X|

      Indicate by check mark if the  Registrant  is not required to file reports
pursuant to Section 12 or Section 15(d) of the Exchange Act. Yes |_| No |X|

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  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. |_|

      Indicate  by check mark  whether  the  Registrant  is a large  accelerated
filer,  an  accelerated  filer or a  non-accelerated  filer.  See  definition of
"accelerated  filer and large accelerated  filer" in Rule 12b-2) of the Exchange
Act.

      Large Accelerated Filer |_| Accelerated  Filer |_|  Non-Accelerated  Filer
|X|

      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      The aggregate market value of the voting stock held by  non-affiliates  of
the Registrant was  approximately  $17.7 million as of July 30, 2005, based on a
market price of $15.50 per share. 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.

      The number of shares  outstanding of the  Registrant's  common stock as of
May 24, 2006: 2,990,291 shares

                       Documents Incorporated By Reference

                                      None


<PAGE>

EXPLANATORY NOTE

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

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers and Directors

      The following are our executive officers and directors:

<TABLE>
<CAPTION>
         Name                        Age          Position
      --------------------------    -----   -------------------------------------------------------------
<S>                                  <C>    <C>
      Stephen Nussdorf               54     Chairman of the Board of Directors
      Michael W. Katz                58     President, Chief Executive Officer and Director
      A. Mark Young                  45     Chief Financial Officer
      Donovan Chin                   39     Chief Financial Officer of Perfumania, Inc. and  Secretary
      Leon Geller                    50     Vice President of Purchasing, Perfumania, Inc.
      Alan Grobman                   35     Vice President of Logistics and Distribution, Perfumania, Inc.
      Joel Lancaster                 46     Vice President of Stores, Perfumania, Inc.
      Carole Ann Taylor(1)(2)(3)     59     Director
      Joseph Bouhadana(1)(2)(3)      36     Director
      Paul Garfinkle(1)              64     Director
</TABLE>


(1)   Member of Audit  Committee.  Mr. Garfinkle serves as Chairman of the Audit
      Committee.
(2)   Member of Compensation Committee.
(3)   Member of Stock Option Committee.

      Stephen  Nussdorf -- was  appointed  our Chairman of the Board in February
2004.  Mr.  Nussdorf is one of the principal  shareholders  in, and an executive
officer of Quality King Distributors,  Inc.  ("Quality King").  Quality King and
its affiliates are privately held  wholesale  distributors  of  pharmaceuticals,
health and beauty care products and fragrances. Mr. Nussdorf joined Quality King
in 1972 and has served  Quality King in various  capacities  in all divisions of
its business.

      Michael W. Katz -- joined us in February  2004 as our  President and Chief
Executive  Officer.  He was also  appointed a  Director.  Mr. Katz has served in
various  capacities  at Quality  King and its  affiliated  companies;  primarily
responsible for overseeing  administration,  finance,  mergers and acquisitions.
Mr.  Katz has  participated  in the design and  implementation  of the  business
strategy  that has  fostered  the  growth  of  Quality  King and its  affiliated
companies.  From 1994 until 1996 he was Senior Vice  President of Quality  King.
Since 1996 he has served as Executive  Vice President of Quality King and as the
Chief  Executive  Officer and a Director of Model Reorg.,  Inc., an affiliate of
Quality King which sells  wholesale  and retail  designer  fragrances.  Mr. Katz
became  Executive Vice President,  Chief  Financial  Officer and Treasurer of QK
Healthcare, Inc., a wholly owned subsidiary of Quality King in 2000. Mr. Katz is
a Certified Public Accountant.

                                       2
<PAGE>

      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 in the Business  Assurance  practice of the Middle  Market Group of
PricewaterhouseCoopers LLP. Mr. Young is a Certified Public Accountant.

      Donovan Chin -- serves as the Chief Financial Officer of Perfumania, Inc.,
our wholly owned subsidiary ("Perfumania"). He was appointed Corporate Secretary
in February  1999,  Director in March 1999 (through  February  2004),  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 -- Leon Geller  joined us in March 2001 as Vice  President  of
Purchasing  of  Perfumania.  Prior to joining us, Mr.  Geller was the  Executive
Director of a textile distributor in Peru.

      Alan  Grobman  -- has  served  as the  Vice  President  of  Logistics  and
Distribution  for Perfumania since February 2003. He also served as our Director
of Fulfillment  from November 2000 to February 2003.  From March 1999 to October
2000,  Mr.  Grobman  was Plant  Manager of a Peruvian  manufacturer  of food and
specialty packaging.

      Joel  Lancaster  -- has  served  as  the  Vice  President  of  Stores  for
Perfumania 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. She is the owner
of Little  Havana to Go, Little  Havana's  official  souvenir  store in historic
Little Havana,  Miami,  Florida,  specializing in art, music, Cuban memorabilia,
cigars  and  clothing.  She is also the  owner  of  Miami  To Go,  a retail  and
wholesale Miami souvenir  company and a partner in Miami Airport Duty Free Joint
Venture,  owners of the 12 duty free stores at Miami International  Airport. Ms.
Taylor is also a board member for the Performing Arts Center Trust of Miami, the
City of Miami  International Trade Board, the World Trade Center, the Academy of
Travel and Tourism,  the Omni Advisory Board,  the Greater Miami Host Committee,
the Visitor  Industry  Council and the Miami Dade  Community  College  School of
Aviation & Visitor Services Advisory Committee. She is a member of the Executive
Committee of the Greater  Miami  Convention & Visitors  Bureau.  Ms. Taylor is a
member of our Audit, Compensation and Stock Option Committees.

      Joseph  Bouhadana  -- was  appointed a Director  in  September  2002.  Mr.
Bouhadana  has served as Corporate  Director of  Technology  for  INTCOMEX,  the
largest  distributor of branded  computer  components,  generic  accessories and
networking  peripherals  into the  Latin  America  and  Caribbean  regions  with
thirteen  offices  in ten  countries,  since  January  2005.  He  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,  from
September 2000 to January 2005.  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.

      Paul Garfinkle -- joined us in February 2004. Mr.  Garfinkle  retired from
the public accounting firm of BDO Seidman,  LLP, in June 2000 after a thirty-six
year career.  While at BDO Seidman,  LLP, Mr. Garfinkle was an audit partner and
client service director for many of the firm's most significant clients. He also
served for many years as a member of the firm's Board of Directors  and,  during
his last six  years at the  firm,  as  national  director  of Real  Estate.  Mr.
Garfinkle is the Chairman of the Audit Committee.

                                       3
<PAGE>

      Audit Committee

      Our Board of Directors has a standing Audit Committee  comprised of Carole
Ann Taylor,  Joseph  Bouhadana  and Paul  Garfinkle.  Each of the members of the
Audit Committee is independent as defined in the Marketplace Rules of The Nasdaq
Stock  Market.  The Board of  Directors  designated  Paul  Garfinkle  the "audit
committee financial expert" as defined by SEC rules.

      Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities  Exchange Act of 1934 requires  directors,
executive officers and persons who own more than 10 percent of our common stock,
to file with 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.

      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 January 28, 2006,  filing  deficiencies  under Section 16(a) occurred
due to one late  report  each filed by Michael W. Katz and Paul  Garfinkle  with
respect  to a stock  option  grant  under our 2000  Stock  Option  Plan and 2000
Directors Plan, respectively. In addition, Leon Geller was not timely in meeting
the filing requirement with respect to a transaction regarding options exercised
under our 2000 Stock Option Plan and filed one late report.

ITEM 11. EXECUTIVE COMPENSATION

      The following tables set forth certain information concerning compensation
for the fiscal  years ended  January 28, 2006  (Fiscal  2005),  January 29, 2005
(Fiscal 2004) and January 31, 2004 (Fiscal 2003) of the Chief Executive  Officer
and the four most highly  compensated  executive  officers  who were  serving as
executive  officers  of the Company at the end of the last fiscal year and whose
total annual salary and bonus exceeded  $100,000 for Fiscal 2005  (collectively,
the "Named Executive Officers").

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                            SUMMARY COMPENSATION TABLE

                                       Annual Compensation                                Long-term Compensation
                             -------------------------------------------------  ----------------------------------------------------
                                                                                  Awards                  Payouts
                             -------------------------------------------------  ----------------------------------------------------
                                                                                Restricted
                             Fiscal                           Other Annual         Stock                  LTIP        All Other
Name and Principal Position  Year      Salary($)  Bonus($)  Compensation($)(1)   Awards($)  Options(#)  Payouts($)  Compensation($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>              <C>                <C>          <C>  <C>               <C>               <C>
Michael W. Katz              2005     200,000(3)         -                  -            -  100,000(4)          -                -

  President and              2004            (3)         -                  -            -          -           -                -

  Chief Executive Officer    2003              -         -                  -            -          -           -                -


A. Mark Young                2005        236,561         -                  -            -          -           -                -

  Chief Financial Officer    2004        227,189         -                  -            -          -           -                -

                             2003        217,640         -            472,072            -  25,000(2)           -                -


Donovan Chin                 2005        224,322         -                  -            -          -           -                -

  Chief Financial Officer,   2004        211,615         -                  -            -          -           -                -
  Perfumania, Inc. and
  Secretary                  2003        205,842         -                  -            -          -           -                -


Leon Geller                  2005        197,581         -                  -            -          -           -                -

  Vice President
  of Purchasing              2004        190,173         -                  -            -          -           -                -

  Perfumania, Inc.           2003        181,209         -            183,899            -  12,500(2)           -                -


Joel Lancaster               2005        161,215         -                  -            -          -           -                -

  Vice President of Sales    2004        138,298         -                  -            -          -           -                -

  Perfumania, Inc.           2003        149,371         -            145,167            -  16,252(2)           -                -
</TABLE>


(1)   Amounts included represent payments made to the persons indicated pursuant
      to the terms of their  employment  agreements as a result of the change of
      control,   described  under  Certain   Relationships   and  Related  Party
      Transactions.   These   payments  were  made  as  a  consequence   of  the
      determination  on February 3, 2004 by the  disinterested  and  independent
      members of the Board of  Directors  that a change of control had  occurred
      under  the  terms  of  such  employment  agreements,  and  the  subsequent
      authorization on such date of such payments by Ilia Lekach,  the Company's
      then  Chairman  and the Chief  Executive  Officer.  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  does not exceed the lesser of $50,000 or 10%
      of their annual salary and bonus.

(2)   Options issued in Fiscal 2003 represent  issuances as a consequence of the
      change of control pursuant to the Company's contractual  obligations under
      then existing employment agreements.

(3)   Michael  W.  Katz was not  paid by the  Company  during  Fiscal  2004.  An
      aggregate  amount of $406,000 was accrued  during Fiscal 2004 and 2005 and
      subsequently  contributed to the Company's  additional  Paid-in-Capital in
      Fiscal 2005. The Company began paying Michael W. Katz salary in the second
      quarter of Fiscal 2005.

(4)   Michael W. Katz was granted  100,000  fully vested  options  during Fiscal
      2005 at an  exercise  price of $12.99,  the  closing  market  price of the
      Company's common stock on the grant date.


                                       5
<PAGE>

                              OPTIONS GRANTS TABLE

         The following table sets forth certain information concerning grants of
stock options made during Fiscal 2005 to the Named Executive Officers.


<TABLE>
<CAPTION>
                                                                                 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 2005(1)     Per Share       Date        5% (2)           10% (2)
---------------   ----------  -------------------  --------------  ----------   -------------  ------------
<S>                 <C>                      <C>         <C>        <C>         <C>             <C>
Michael W. Katz     100,000                  90%         $ 12.99    6/29/2016   $ 816,934       $ 2,070,271
</TABLE>


(1)   Total stock option grants during Fiscal 2005 were 110,666.

(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  expirations  date.  These  assumed  rates  of  appreciation  do not
      represent our estimate or projection of the  appreciation of shares of our
      common stock.


             STOCK OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE

      The  following  table sets forth  certain  information  concerning  option
exercises in Fiscal 2005 and the number of unexercised stock options held by the
Named Executive Officers as of January 28, 2006.

<TABLE>
<CAPTION>
                                                                      Value of Unexercised
                                                                          In-The-Money
                                              Number of Unexercised     Options at Fiscal
                 Number of Shares            Options at Fiscal Year-     Year-End ($)(1)
                    Acquired on      Value    End (#) Exercisable /       Exercisable /
Name                 Exercise      Realized       Unexercisable           Unexercisable
----                 --------      --------       -------------           -------------
<S>                     <C>         <C>               <C>                 <C>
Michael W. Katz             -             -           100,000/0           $   377,000/0
A. Mark Young               -             -            50,000/0           $   556,000/0
Donovan Chin                -             -            27,250/0           $   139,210/0
Joel Lancaster              -             -            24,004/0           $   156,933/0
Leon Geller             1,890       $22,642             8,110/0           $   107,376/0
</TABLE>

(1)   Based on the spread  between  the  exercise  price of the  options and the
      closing price of $16.76 per share on January 28, 2006.


                                       6
<PAGE>


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 exercisable
price  equal to the fair  market  value of the  common  stock on the date of the
option grant.

Compensation Committee Interlocks and Insider Participation

      The following  directors served as members of the  compensation  committee
during the 2005  fiscal  year:  Carole Ann  Taylor,  Joseph  Bouhadana  and Paul
Garfinkle.  None of the members of the  compensation  committee was, at any time
either  during or before such fiscal year, an officer or employee of ours or any
of our subsidiaries, or has any relationship requiring disclosure under Item 13,
Certain Relationships and Related Party Transactions.

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

      The following table shows the amount of common stock beneficially owned as
of May 18,  2006  by:  (a)  each of our  directors,  (b)  each of our  executive
officers named in the Executive Compensation Table (set forth above), (c) all of
our directors and executive  officers as a group and (d) each person known by us
to  beneficially  own  more  than 5% of our  outstanding  common  stock.  Unless
otherwise provided, the address of each holder is c/o E Com Ventures,  Inc., 251
International Parkway, Sunrise, Florida, 33325.

                                  Common Stock Beneficially Owned

--------------------------------------------------------------------------------
Name and Address                 Total Number of Shares    Percent of Shares
of Beneficial Owner              Beneficially Owned            Outstanding

--------------------------------------------------------------------------------
 Glenn and Stephen Nussdorf           1,557,589 (1)(2)(8)         45.3%
 Ilia Lekach                            300,000 (1)(3)(4)         10.0%
 Michael W. Katz                         100,000(1)(5)             3.2%
 A. Mark Young                           51,925 (1)(5)             1.7%
 Donovan Chin                            27,250 (1)(5)              *
 Leon Geller                              8,110 (1)(5)              *
 Alan Grobman                             5,000 (1)(5)              *
 Joseph Bouhadana                         3,000 (1)(5)              *
 Paul Garfinkle                           2,500 (1)(5)              *
 Carole A. Taylor                         1,000 (1)(5)              *
 Parlux Fragrances, Inc                 378,102 (6)               12.6%
 All directors and executive
   officers as a group
   (10 persons)                       1,756,374 (7)               48.4%
   -----------------
*Less than 1%.

                                       7
<PAGE>

(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  Securities  and  Exchange  Commission,  a person  is  deemed  to be a
      "beneficial  owner" of a security  if 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)   The principal  business  address of Messrs.  Glenn and Stephen Nussdorf is
      2060 Ninth Avenue, Ronkonkoma, New York 11779.

(3)   The address of Ilia Lekach is 3725 SW 30th Avenue, Ft. Lauderdale, Florida
      33154.

(4)   Ilia Lekach jointly owns with his spouse the shares set forth opposite his
      name.

(5)   With respect to the specified beneficial owner,  includes shares of common
      stock issuable upon the exercise of stock options currently exercisable or
      exercisable  within  60  days of May 18,  2006 in the  following  amounts:
      Michael W. Katz (100,000); A. Mark Young (50,000);  Donovan Chin (27,250);
      Leon Geller  (8,110);  Alan  Grobman  (5,000);  Carole A. Taylor  (1,000);
      Joseph Bouhadana (3,000); and Paul Garfinkle (2,500).

(6)   The address of Parlux  Fragrances,  Inc.  is 3725 S.W.  30th  Avenue,  Ft.
      Lauderdale,  Florida  33154.  Ilia Lekach,  our former  Chairman and Chief
      Executive Officer, is the Chairman of the Board of Parlux Fragrances, Inc.

(7)   Includes  shares of  common  stock  issuable  upon the  exercise  of stock
      options  currently  exercisable or  exercisable  within 60 days of May 24,
      2006, as set forth in Note 5 above.

(8)   With  respect  to the  beneficial  ownership  of the  Nussdorfs,  includes
      444,445  shares of common  stock  issuable on  conversion  of a $5,000,000
      Subordinated  Convertible  Note issued by the Company to the  Nussdorfs in
      December  2004.  See  further  discussion  at "Certain  Relationships  and
      Related Transactions" in Item 13 of this Form 10-K/A.

ITEM 13. CERTAIN RELATIONSHIPS AND TRANSACTIONS

      Effective  January 30, 2004,  Ilia Lekach,  the Company's then Chairman of
the Board and Chief Executive  Officer,  IZJD Corp. and Pacific Investment Group
Inc.,  each of which are  wholly-owned  by Mr.  Lekach and Deborah  Lekach,  Mr.
Lekach's  wife  (collectively,  "Lekach"),  entered  into  the  Nussdorf  Option
Agreement, with Stephen Nussdorf and Glenn Nussdorf (the "Nussdorfs"),  pursuant
to which the  Nussdorfs  were  granted  options to  acquire  up to an  aggregate
720,954 shares of the Company's common stock beneficially owned by Lekach, for a
purchase price of $12.70 per share exercisable in specified installments.

      Effective February 10, 2004, Mr. Lekach's  employment with the Company was
terminated  and Mr.  Lekach  ceased  serving as an  employee  and officer of the
Company.  In addition,  on February 10, 2004, Mr. Lekach resigned from the Board
of Directors and Stephen L. Nussdorf was appointed the Company's Chairman of the
Board and  Michael  W. Katz was  appointed  the  Company's  President  and Chief
Executive Officer.

      As of April 26,  2004,  Mr.  Lekach  exercised  stock  options  to acquire
318,750  common  shares  resulting  in proceeds to the Company of  approximately
$851,000 and the Nussdorfs  acquired  595,954 shares from Mr. Lekach pursuant to
the Nussdorf Option Agreement.  Mr. Lekach had stock options for another 125,000
shares,  which were required to be issued to Mr. Lekach by the Company  pursuant
to the terms of his  employment  agreement  as a  consequence  of the  change of
control.  These  125,000  options  were only to be issued by the  Company to Mr.
Lekach upon  approval of an amendment to the  Company's  2000 Stock Option Plan.
Such  an  amendment  was  approved  at  a  special   meeting  of  the  Company's
shareholders  on April 29, 2004.  Proceeds to the Company were $500,000 when Mr.
Lekach  exercised the 125,000 options.  The Nussdorfs  exercised their option to
acquire the remaining  125,000 shares subject to the Nussdorf  Option  Agreement
and the Nussdorfs own an aggregate  1,113,144 shares or approximately 38% of the
total  number of shares of the  Company's  common  stock as of January 28, 2006,
excluding  444,445 shares issuable upon conversion of a Convertible Note. Lekach
owns 300,000  shares or  approximately  10% of the total number of shares of the
Company's common stock as of January 28, 2006.

                                       8
<PAGE>

      As a  consequence  of the  change in control  provisions  set forth in the
employment   agreements  of  Mr.  Lekach,   various  executive  officers  and  a
consultant,  the Company  issued a total of 244,252  options  for the  Company's
common stock in January 2004,  which included the 125,000 options required to be
issued to Mr.  Lekach.  Since the exercise  prices of the options were less than
the market price of the  Company's  common stock on the grant date,  the Company
incurred  a  non-cash  stock  based   compensation   expense  of   approximately
$2,286,000.  In addition,  pursuant to the change of control  provisions  in the
same employment and consulting  agreements,  the Company  accrued  approximately
$2,645,000 in January 2004, representing amounts subsequently paid to these same
individuals as a result of the change of control.

      The  Nussdorfs are officers and  principals of Quality King  Distributors,
Inc.  ("Quality  King").  Quality King distributes  pharmaceuticals,  health and
beauty care products and fragrances. The Company's President and Chief Executive
Officer,  Michael  Katz is an  executive  of  Quality  King  and  the  Company's
principal shareholders, Stephen Nussdorf, the Chairman of the Company's Board of
Directors and Glenn Nussdorf,  his brother,  are  shareholders and executives of
Quality  King.  During  fiscal year 2005,  the Company  purchased  approximately
$30,547,000 of merchandise  from Quality King and its  affiliates,  representing
approximately  23% of the  Company's  total  purchases,  and sold  approximately
$17,853,000 of different  merchandise to Quality King, which represented 100% of
the  Company's  wholesale  sales.  There  were  approximately   $39,317,000  and
$5,960,000  of purchases  from Quality King and  approximately  $23,570,000  and
$11,366,000  of  merchandise  sold to Quality King during  fiscal years 2004 and
2003  respectively.  The  wholesale  sales made to Quality  King result from the
Company's supplier  relationships and its ability to obtain certain  merchandise
at better prices and  quantities  than Quality King.  The amounts due to Quality
King at January 28, 2006 and January 29, 2005,  were  approximately  $17,240,000
and  $13,234,000  respectively.   Accounts  payable  due  to  Quality  King  are
non-interest bearing.

      In March 2004, the Nussdorfs  provided a $5,000,000  subordinated  secured
demand loan to Perfumania.  The demand loan required quarterly interest payments
at the prime rate plus 1%. There were no  prepayment  penalties and the loan was
subordinate to all bank related  indebtedness.  On December 9, 2004, the Company
issued a Subordinated  Convertible Note (the "Convertible Note") in exchange for
the $5,000,000  subordinated  secured demand loan.  The  Convertible  Note bears
interest at the prime rate plus 1%, requires  quarterly interest payments and is
secured by a security  interest in the Company's  assets  pursuant to a Security
Agreement,  by and among the Company and the Nussdorfs.  There are no prepayment
penalties  and  the  Convertible   Note  is  subordinate  to  all  bank  related
indebtedness.  The  Convertible  Note was payable in January 2007 and allows the
Nussdorfs to convert the  Convertible  Note into shares of the Company's  common
stock at a conversion price of $11.25,  which equals the closing market price of
the  Company's  common stock on the date of the  exchange.  The  Nussdorfs  have
agreed to extend the due date of the Convertible Note to January 2009.

      Parlux  Fragrances,  Inc.  ("Parlux"),  whose  Chairman  of the  Board  of
Directors and Chief Executive Officer is Ilia Lekach,  owns approximately 13% of
the  Company's  outstanding  common  stock.  Purchases  of products  from Parlux
amounted to approximately  $23,004,000,  $38,360,000,  and $27,701,000 in fiscal
years  2005,  2004  and  2003,  representing  approximately  18%,  20% and  23%,
respectively,  of the  Company's  total  purchases.  The amount due to Parlux on
January  28,  2006 and  January  29,  2005,  was  approximately  $9,666,000  and
$9,994,000,  respectively.  Accounts  payable  due to  Parlux  are  non-interest
bearing.

                                       9
<PAGE>

Principal Accountant Fees Services

The aggregate fees billed by Deloitte & Touche LLP ("Deloitte") for fiscal years
2005 and 2004 are as follows:

Fees                                      Fiscal 2005           Fiscal 2004
-----------------------------------   --------------------  --------------------

Audit Fees (1)                                  $ 351,500             $ 285,000
Audit Related Fees (2)                                  -                 1,500
Tax Fees (3)                                            -                19,005
                                      --------------------  --------------------

                        Total Fees              $ 351,500             $ 305,505
                                      ====================  ====================

(1)   "Audit Fees" consist of fees billed for professional  services rendered in
      connection with the audit of our consolidated annual financial  statements
      and the review of our interim  consolidated  financial statements included
      in quarterly reports.

(2)   "Audit  Related  Fees" in Fiscal  2004  consist of  professional  fees for
      providing an independent auditors' consent.

(3)   "Tax Fees" consist of fees billed for professional  services  rendered for
      tax compliance and tax service.

      There were no fees billed to us by Deloitte for services  rendered,  other
than the services  covered  above under "Audit Fees",  "Audit  Related Fees" and
"Tax Fees" for fiscal years 2005 and 2004.

      The Audit  Committee has  considered  and has agreed that the provision of
services  as  described  above  are  compatible  with   maintaining   Deloitte's
independence.

      The Audit  Committee  pre-approves  the  engagement  of  Deloitte  for all
professional  services.  The pre-approval  process  generally  involves the full
Audit Committee evaluating and approving the particular  engagement prior to the
commencement of services.


                                       10
<PAGE>

                                   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 24, 2006.


                                        E Com Ventures, Inc.


                                        By: /s/ MICHAEL W. KATZ
                                        ----------------------------------------
                                        Michael W. Katz,
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)


                                        By: /s/ A. MARK YOUNG
                                        ----------------------------------------
                                        A. Mark Young,
                                        Chief Financial Officer
                                        (Principal Accounting 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/ MICHAEL W.  KATZ        President and Chief Executive Officer   May 24, 2006
--------------------------  (Principal Executive Officer)
Michael W. Katz

/s/ STEPHEN NUSSDORF        Chairman of the Board of Directors      May 24, 2006
--------------------------
Stephen Nussdorf


/s/ A. MARK YOUNG           Chief Financial Officer,                May 24, 2006
--------------------------  (Principal Accounting Officer)
A. Mark Young


/s/ DONOVAN CHIN            Chief Financial Officer                 May 24, 2006
--------------------------  Perfumania, Inc.,
Donovan Chin


/s/ CAROLE ANN TAYLOR       Director                                May 24, 2006
--------------------------
Carole Ann Taylor


/s/ JOSEPH BOUHADANA        Director                                May 24, 2006
--------------------------
Joseph Bouhadana


/s/ PAUL GARFINKLE          Director                                May 24, 2006
--------------------------
Paul Garfinkle




                                       11
<PAGE>


EXHIBIT     DESCRIPTION
-------     -----------

31.1        Certification of the Chief Executive Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002

31.2        Certification of the Chief Financial Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002




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