Municipal Payments Systems Inc – ‘S-4/A’ on 1/2/02

As of:  Wednesday, 1/2/02   ·   Accession #:  1079372-2-1   ·   File #:  333-72152

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           104    369K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-23       Consent of Experts or Counsel                          1      5K 

S-4/A   —   Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 2, 2002         
                                    REGISTRATION NO: 333-92152
------------------------------------------------------------------------        

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
 AMENDMENT NO. 1 TO FORM S-4
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------------------

eCOM CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada                               88-0406874       
-------------------------------              -------------------                
(State or other jurisdiction of               (I.R.S. Employer                  
incorporation or organization)               Identification No.)                

2078 Prospecter Avenue, Park City, UT         84060     
---------------------------------------------   ----------      
(Address of principal executive offices)      (Zip Code)    

(435) 655-0856  
 ---------------------------
 (Issuer's telephone number)
--------------------------------------  

 Ian Archibald
 Chief Executive Officer
  2078 Prospecter Avenue
  Park City, UT  84060
(Name and Address of agent for service) 

    435-655-0856
------------------------------------------------------------- 
(Telephone Number, including area code, of agent for service) 

  --------------------------------------
Copies to:    
Thomas C. Cook, Esq.  
Thomas C. Cook & Associates, Ltd. 
4955 South Durango, Suite 214 
Las Vegas, Nevada  89113
Phone:  (702) 952-8520
Fax:    (702) 952-8521

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE      
PUBLIC:                                                                         

As soon a practicable after the effective date of this registration             
statement and the consummation of the stock acquisition described in the        
proxy statement/prospectus included in this registration statement.             

If the securities being registered on this Form are being offered in    
connection with the formation of a holding company and there is compliance      
with General Instruction G, check the following box. [ ]                        

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following    
box and list the Securities Act registration statement number of the earlier    
effective registration statement for the same offering. [ ]                     

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

--------------------------------------
 CALCULATION OF REGISTRATION FEE
--------------------------------------

                                                                [Download Table]

                                        PROPOSED    PROPOSED                 
                                        MAXIMUM     MAXIMUM                  
                                        OFFERING    AGGREGATE   AMOUNT OF    
TITLE OF SECURITIES   AMOUNT TO BE      PRICE       OFFERING    REGISTRATION 
TO BE REGISTERED      REGISTERED(1)     PER UNIT    PRICE       FEE (2)      
=============================================================================
                                                                             
Common Stock,         4,800,000 shares  $0.11       $528,000    $132.00      
par value                                                                    
$0.001 per share                                                             
=============================================================================

(1)   This Registration Statement relates to 4,800,000 shares of the            
Registrant's Common Stock, par value $.001 per share, to be issued upon         
the effectiveness of this registration statement.                               

(2) Pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities      
Act") the registration fee is calculated on the basis of the average of the     
bid and ask prices for the Common Stock as quoted on the Over-the-Counter       
Bulletin Board on October 19, 2001, $0.11.                                      

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR        
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE            
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES    
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.   

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY   
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH           
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS         
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO      
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.     

----------------------------------

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION 

TRANSACTION PROPOSED -- YOUR VOTE IS VERY IMPORTANT 

The boards of directors of eCom Corporation ("eCom") and TTR HP       
Motorsport Marinesport Racing LLC ("TTR") have unanimously approved a           
transaction by which eCom would (i) issue shares of its common stock to         
certain shareholders of TTR in exchange for approximately 15% of the            
outstanding stock of TTR  As a result of the proposed transaction, the          
shareholders holders of TTR will become shareholders of eCom, owning            
approximately 17.3% of the common stock of eCom, once the 4,800,000 of eCom     
common stock is approved and issued for this transaction; and, eCom will        
beneficially own 15% of TTR.  Both boards of directors have determined that     
the transaction is fair and in the best interests of their respective           
shareholders.                                                                   

eCom  shareholders are invited to attend eCom's special meeting of    
shareholders to vote on:                                                        

The proposal to approve a 4,800,000 shares increase in the number of eCom       
shares, which shares will be issued in the transaction with TTR shareholders.   

The date, time and place of ecom's special meeting are:                         

____________________, 2002; 10:00 a.m., local time                              

At the offices of our corporate counsel:                                        

Thomas C. Cook, Esq.                                                            
Thomas C. Cook & Associates, Ltd.                                               
4955 South Durango, Suite 214                                                   
Las Vegas, Nevada  89113                                                        

We cannot complete the transaction with TTR without the approval of this        
proposal by holders of a majority of the outstanding shares of eCom             
common stock.                                                                   

If the transaction is completed, TTR shareholders will receive 4,800,000        
shares of eCom common stock, based on their pro-rata ownership of TTR, such     
that after the transaction the TTR shareholders will beneficially own 17.3%     
of the common stock of eCom on a fully diluted basis.  eCom's common stock      
is quoted on the NASD Bulletin Board under the symbol "ECCM."                   

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Your vote at the special meeting, in person or by proxy, is very      
important.  Even if you plan to attend the meeting, please mark, sign, and      
return the enclosed proxy card promptly, so that your shares of common stock    
are voted at the special meeting.  If you do not return your proxy card, the    
effect will be a vote against the proposals unless you attend the meeting and   
vote for the proposals.  To change your vote, send in a later-dated, signed     
proxy card to the address on the proxy card.  If you do attend the meeting,     
you can, of course, vote your shares in person.                                 

  This Proxy Statement/Prospectus gives you detailed information about the
transaction with TTR HP Motorsport Marinesport Racing LLC. You can also         
obtain information about eCom, some of which has been expressly incorporated    
by reference herein, from documents filed with the Securities and Exchange      
Commission. Please read this entire document carefully.                         

We enthusiastically support the transaction and urge you to vote "FOR"
each of this proposal.                                                          

/s/ Ian Archibald                                                               
-----------------------                                                         
Chief Executive Officer                                                         
eCom Corporation                                                                

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THE ECOM SECURITIES TO BE ISSUED IN      
THE TRANSACTION OR DETERMINED IF THIS PROXY STATEMENT/ PROSPECTUS IS TRUTHFUL   
OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.         

Proxy Statement/Prospectus dated _____________, 2002, and first mailed
to shareholders on or about ___________, 2002.                                  

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ECOM CORPORATION    
2078 Prospecter Avenue    
Park City, UT  84060    

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS       
TO BE HELD ________________, 2001 

To the Shareholders of eCom Corporation:                                        

A Special Meeting of the shareholders of eCom Corporation, a Nevada   
corporation ("eCom "), will be held at ecom's at the offices of our corporate   
counsel, Thomas C. Cook, Esq., 4955 South Durango, Suite 214, Las Vegas,        
Nevada  89113, on _____________, 2002, at 10:00 a.m., local time, for the       
following purposes:                                                             

1)  To consider and vote upon a proposal to issue up to 4,800,000 shares of     
eCom's common stock, which shares will be issued on a pro-rata bases to         
shareholders of TTR HP Motorsport Marinesport Racing LLC in exchange for        
5 percent ownership in TTR HP Motorsport Marinesport Racing LLC.                

2)  To transact such other business as may properly come before the Special     
Meeting or any adjournment or postponement, including a proposal to adjourn     
or postpone the Special Meeting.                                                

The record date for the Special Meeting is the close of business on     
_____________, 2002.  Only eCom shareholders of record at that time are         
entitled to notice of and to vote at the Special Meeting or any adjournment     
or postponement of it.                                                          

The holders of a majority of the outstanding shares of eCom common stock must   
vote in favor of each proposal for them to be approved.                         

The attached Proxy Statement/Prospectus contains more detailed        
information regarding the transaction and includes a copy of the Stock          
Purchase Agreement.                                                             

Your vote is important.  Even if you expect to attend the Special     
Meeting, please complete, sign and date the enclosed proxy and return it        
promptly in the enclosed postage-paid envelope.  If no instructions are         
indicated on your signed proxy, your shares will be voted "FOR" each of the     
proposals.  If you do not return your proxy or vote in person, the effect       
is a vote against each of the proposals. You can revoke your proxy at any       
time before it is exercised by giving written notice to the Secretary of        
eCom, or filing another proxy, or attending the Special Meeting and voting      
in person.                                                                      

  The eCom board of directors unanimously recommends that you vote FOR the
proposals.  Further, the special committee of the eCom board of directors       
unanimously approved the transaction with TTR and recommends that you vote      
FOR this proposal.                                                              
                        BY ORDER OF THE BOARD OF DIRECTORS
       Laurie Bird Kitts
Secretary 

_______________, 2002                                                           

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TABLE OF CONTENTS 

Questions and Answers About the Transaction.................        8           
Summary.....................................................        9           
The Companies.............................................       10         
ecom's Special Meeting...................................       10          
Summary of the Transaction................................       10         
Forward-Looking Statements................................       13         
ECom Summary Financial Data..............................        14         
TTR HP Motorsport Marinesport Racing LLC Summary Financial Data  17         
Unaudited Pro Forma Condensed Consolidated Financial                        
Information............................................       20      
eCom  Special Meeting.....................................       25         
Date, Place and Time......................................       25         
Purpose...................................................       25         
Record Date; Voting Rights; Quorum; Required Vote.........       25         
Recommendation of the Board of Directors of ECom .........       26         
Proxies; Revocation.......................................       26         
Solicitation of Proxies...................................       26         
Proposal No. 1: The Transaction...........................       27         
General...................................................       27         
Closing of the Transaction................................       27         
Background of the Transaction.............................       27         
TTR's Reasons for the Transaction.........................       28         
ecom's Reasons for the Transaction.......................       28          
Exchange of Shares........................................       29         
Representations and Warranties............................       30         
Certain Covenants.........................................       30         
Interests of Directors and Officers in the Transaction....       31         
Conditions to Completing the Transaction; Waiver..........       31         
Amendment and Termination of the Stock Purchase Agreement;                  
Effects of Termination.................................       32      
Expenses and Fees.........................................       32         
Restrictions on Resale of ECom  Common Stock..............       32         
Accounting Treatment of the Transaction...................       33         
Certain Tax Consequences..................................       33         
Risk Factors................................................       34           
Market for eCom Common Stock................................       36           
Business of eCom ...........................................       37           
General...................................................       37         
Subsequent Event..........................................       38         
Recent Event..............................................       39         

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Employees...............................................         40         
Properties................................................       40         
Legal Proceedings.........................................       40         
Management's Discussion and Analysis of Financial Condition                     
and                                                                         
Results of Operations for ECom ............................      41         
General...................................................       41         
Results of Operations.....................................       42         
Income Taxes..............................................       42         
Liquidity and Capital Resources...........................       42         
Shareholdings of Principal Shareholders and Management of                       
eCom ......................................................      43         
Business of TTR HP Motorsport Marinesport Racing LLC.........      44           
General...................................................       44         
Patents....................................................      45         
. Products and Services.....................................       46         
Employees.................................................       49         
Legal Proceedings.........................................       49         
Management's Discussion and Analysis of Financial Condition                     
and Results of Operations of TTR HP Motorsport                              
Marinesport Racing LLC.                  ..................      50         
Overview..................................................       50         
Results of Operations.....................................       50         
Management of TTR Inc. Following the Transaction............       51           
Shareholdings of Principal Shareholders and Management of                       
TTR Inc. Following the Transaction (Pro Forma)............       53         
Description of eCom Capital Stock.....................             54           
Comparison of Rights of eCom and TTR.......................        58           
Classification, Removal and Nomination of Directors.......       58         
Preferred Stock...........................................       58         
Voting Rights; Shareholder Approvals......................       59         
Cumulative Voting.........................................       59         
Preemptive Rights.........................................       59         
Amendment of the Articles of Incorporation................       60         
Business Combinations and Control Share Acquisitions......       60         
Legal Matters...............................................       61           
Experts.....................................................       61           
Where You Can Find More Information.........................       61           
Index to Financial Statements...............................       F-1          
Appendices                                                                      
Stock Purchase Agreement..................................       A          

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION 

Q. PLEASE DESCRIBE THE TRANSACTION.                                   

A. In the transaction, eCom will issue 4,800,000 of its common stock  
on a pro-rata bases to the shareholders of TTR HP Motorsport Marinesport        
Racing LLC ("TTR") in exchange for approximately 15% of the outstanding         
capital stock of TTR                                                            

Q. WHAT WILL TTR SHAREHOLDERS RECEIVE IN THE TRANSACTION?             

  A. If the transaction is completed, the shareholders of TTR will receive
a 4,800,000 shares of eCom common stock such that after the transaction they    
will beneficially own 17.3% of the common stock of eCom on a fully diluted      
basis and eCom will beneficially own 15% of TTR.                                

Q. WHAT WILL HAPPEN TO ECOM'S STOCK IN THE TRANSACTION?               

A. eCom common stock will remain outstanding.  The total number of    
issued and outstanding shares of eCom common stock will increase by             
4,800,000 shares from its currently issued and outstanding shares of            
21,424,190 to 26,224,190.                                                       

Q. WHAT DO I NEED TO DO NOW?                                          

A. eCom  shareholders should sign, date and mail their proxy cards in 
the enclosed return envelope as soon as possible.  As a eCom shareholder, you   
can also attend the Special Meeting in person and vote, even though you may     
have previously returned your proxy card.  If you do not return your proxy or   
vote in person, it will have the effect of a vote against the proposals,        
which must be approved for us to complete the transaction of TTR stock.         

Q. WHAT DO I DO IF I WANT TO CHANGE MY VOTE?                          

A. Just send in a later-dated, signed proxy card before the Special   
Meeting to the address on the proxy card or attend the meeting in person and    
vote.                                                                           

Q. WILL I HAVE THE RIGHT TO HAVE MY SHARES APPRAISED IF I DISSENT FROM
THE TRANSACTION?                                                                

A. No, this transaction does not give rise to dissenters' rights.     

Q. IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER
VOTE MY SHARES FOR ME?                                                          

  A. Your broker will vote your shares only if you provide instructions on
how to vote. You should instruct your broker to vote your shares, following     
the procedure your broker gives you.  Without instructions, your broker will    
not vote your shares.  If you do not vote, by proxy or in person, it will       
have the effect of a vote against the proposals.                                

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Q. WHEN DO YOU EXPECT TO COMPLETE THE TRANSACTION OF TTR STOCK?       

A. eCom  and TTR and its shareholders are working toward completing   
the transaction as quickly as possible.  Approval for the proposals specified   
in the notice to eCom  shareholders is required.  We hope to complete the       
transaction shortly after the Special Meeting, if all required matters are      
completed by that time.                                                         

Q. WHOM SHOULD I CONTACT WITH QUESTIONS?                              

  A. If you have any questions about the transaction, please contact Brian
Kitts, eCom's Director, at: 435-655-0856                                        
.                                                                             

SUMMARY 

 This summary highlights selected information from this Proxy Statement/
Prospectus and may not contain all of the information that is important to      
you.  To understand the transaction fully and for a more complete description   
of the legal terms of the transaction, you should carefully read this entire    
document and the documents to which you are referred.  See "Where You Can       
Find More Information" on page__.  Page references appear in parentheses to     
direct you to a more complete description of some of the topics presented in    
this summary.                                                                   

THE COMPANIES                                                                   

ECOM CORPORATION (PAGE   ).                                                     
2078 Prospecter Avenue                                                          
Park City, UT  84060                                                            
Phone:  (435) 655-0856                                                          

eCom Corporation, is a developmental stage company whose original principal     
business objective was to provide reliable and cost efficient business          
Internet connectivity in the form of "website packages" for the business-to-    
business sector to use as rewards, coupons, or rebates.  Although the           
Company's original business objective has not been completely abandoned, due    
to the struggle of Internet companies in the past year, the Company is          
currently assessing various options and strategies to become a profitable       
corporation.                                                                    

TTR HP MOTORSPORT MARINESPORT RACING LLC (PAGE   ).                             
P. O. Box 681077                                                                
Park City, UT  84068                                                            

TTR HP has been formed to develop, produce, and distribute automobile           
mufflers.  This product line is to be marketed to two consumer groups. (1)      
High performance and racing consumers; and, (2) Fuel economy and improved       
performance consumers with stock and catalytic converter exhaust systems.       

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TTR HP has completed the R&D engineering, prototypes of AEROTURBINE-            
mufflers, = muffler trademark, and filed a US patent pending.  The              
manufacturing facility has been set up and is ready for production and          
inventory.                                                                      

ECOM'S SPECIAL MEETING (PAGE   )                                                

 The Special Meeting of eCom's shareholders will be held on ___________,
2002, at 10:00 a.m., local time, at eCom's corporate headquarters, located      
at the offices of our corporate counsel:  Thomas C. Cook, Esq., Thomas C.       
Cook & Associates, Ltd., 4955 South Durango, Suite 214, Las Vegas, Nevada       
89113.  At eCom's Special Meeting, eCom's shareholders will be asked to         
approve a proposal to issue up to 4,800,000 shares of eCom common stock,        
which shares will be issued in the transaction with TTR shareholders.           

 You can vote at eCom's Special Meeting only if you owned shares of eCom
common stock at the close of business on ____________, 200c, which is the       
record date.                                                                    

 This proposal requires the approval of the holders of a majority of the
outstanding shares of eCom common stock.  If you do not return your proxy or    
vote in person, it will have the effect of a vote against the proposals.        
Brokers who hold your shares of eCom common stock as nominees cannot vote       
those shares unless you instruct them to do so, following the procedure they    
give you.                                                                       

On the record date, 21,424,190 shares of eCom common stock were       
outstanding.  Of these, 12,600,000 shares (approximately 58.8% of the shares    
entitled to vote) were beneficially owned by directors and executive officers   
of eCom (the Company has no outstanding options).  Officers and directors of    
eCom that hold in the aggregate approximately 12,600,000 shares                 
(approximately 58.8% of the shares entitled to vote) have agreed to vote        
their shares in favor of the proposal.  Each share of eCom common stock         
entitles the holder to one vote.                                                

REVOKING PROXIES (PAGE   )                                                      

 eCom shareholders can revoke a proxy previously given by giving written
notice to eCom  at the address on the proxy card, by filing another proxy, or   
by attending eCom's Special Meeting and voting in person.                       

SUMMARY OF THE TRANSACTION                                                      

The stock purchase agreement (Appendix A) is attached at the back of this       
Proxy Statement/ Prospectus.  You are encouraged to read the stock purchase     
agreement, as it is the legal document that governs the transaction.            

In the proposed transaction, eCom will (i) issue shares of its common 
stock on a pro-rata bases to the shareholders of TTR in exchange for            
approximately 15% of the outstanding stock of TTR.  As a result of the          
proposed transaction, TTR's shareholders will become shareholders of eCom.      
TTR's shareholders will beneficially own approximately 17.3% of the capital     
stock of eCom on a fully diluted basis.  Effective with the closing of the      
transaction, eCom will continue to operate under the name eCom Corporation.     

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EFFECTIVE TIME OF THE TRANSACTION (PAGE   )                                     

eCom and TTR hope to complete the transaction shortly after the       
Special Meeting, if all required matters are completed by that time.            

WHAT TTR SHAREHOLDERS WILL RECEIVE IN THE TRANSACTION (PAGE   )                 

If the transaction is completed, the shareholders of TTR HP Motorsport
Marinesport Racing LLC will receive their pro-rata number of shares of eCom     
common stock such that after the transaction, based on their current            
pro-rata ownership of TTR.                                                      

eCom shareholders will not receive any shares as a result of the      
transaction.                                                                    

TAX CONSEQUENCES (PAGE   )                                                      

 eCom shareholders will not be subject to any income tax consequences in
connection with this transaction.  TTR shareholders may be subject to tax       
consequences under the laws of their respective jurisdictions.                  

  TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE TRANSACTION
TO THE TTR SHAREHOLDERS WILL DEPEND ON THE FACTS OF THEIR INDIVIDUAL            
SITUATION.  THEY SHOULD CONTACT THEIR OWN TAX ADVISORS TO UNDERSTAND FULLY      
HOW THE TRANSACTION WILL AFFECT THEM.                                           

REASONS FOR THE TRANSACTION (PAGE   )                                           

  The boards of directors of eCom and TTR endorsed the transaction between
TTR and eCom, because the ownership in TTR will provide the Company with        
greater access to consumer markets and industry participants as well as         
a greater opportunity for capital appreciation.  The boards also believe        
that the financial terms of the transaction are fair.                           

INTERESTS OF OFFICERS AND DIRECTORS IN THE TRANSACTION (PAGE   )                

After the transaction, the board of the directors for eCom will remain
unchanged.  The Company will not add any directors from TTR.  Additionally,     
the directors and officers of eCom are not affiliated with TTR.                 

CONDITIONS TO THE TRANSACTION (PAGE   )                                         

The transaction with TTR will be completed only if certain            
conditions, including the following, are met or waived:                         

- Each of the parties must perform in all material respects its       
obligations under the stock purchase agreement;                   

- Each of the parties' representations and warranties contained in the
  stock purchase agreement must continue to be true and correct in all
material respects;                                                

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- eCom's shareholders must approve the proposals relating to the      
transaction;                                                      

- No material adverse change in the business of eCom or TTR has       
occurred since June 30, 2001; and                                 

TERMINATION OF THE STOCK PURCHASE AGREEMENT (PAGE   )                           

Even if the eCom shareholders approve the proposals, eCom, TTR and    
TTR shareholders can agree at any time to terminate the stock purchase          
agreement without completing the transaction.  The stock purchase agreement     
can also be terminated if:                                                      

- the transaction is not completed by June 30, 2002;                  

- if the closing conditions are not met; or                           

- if either party commits a breach of its obligations under the stock 
purchase agreement.                                               

TERMINATION FEES AND EXPENSES (PAGE   )                                         

If either TTR or eCom commits a breach of a provision of the stock    
purchase agreement prior to closing, the party committing the breach must pay   
the other party a termination fee equal to the reasonable expenses and fees     
incurred in connection with the transaction plus $50,000 in cash.               

TTR AND ECOM CANNOT SOLICIT OTHER OFFERS (PAGE   )                              

TTR and eCom have agreed not to solicit or discuss with third parties 
an offer or possible offer to acquire all or a portion of either's assets or    
stock or to merge with either company.                                          

ACCOUNTING TREATMENT (PAGE   )                                                  

eCom and TTR expect to account for the transaction as a cost method   
investment for accounting and financial reporting purposes under generally      
accepted accounting principles.                                                 

PRICES OF ECOM COMMON STOCK (PAGE   )                                           

eCom common stock is quoted on the NASD Bulletin Board.  On September 
24, 2001, the last trading day before the public announcement of the proposed   
transaction, the closing price of eCom  common stock was $0.30.                 

FLUCTUATIONS IN MARKET PRICE (PAGE   )                                          

The market value of eCom common stock is likely to change, both before
and after the Special Meeting and the transaction with TTR.  No one can         
accurately predict what the market value will be at any particular time.        

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DIFFERENCES IN RIGHTS OF ECOM'S AND TTR'S SHAREHOLDERS (PAGE   )                

TTR was organized under the laws of the Utah as a Limited Liability   
Company and eCom was incorporated under the laws of the State of Nevada.        
The rights of TTR's shareholders are governed by the statutes (articles of      
organization and bylaws) of TTR.  After the transaction, TTR will remain its    
own going concern.  TTR shareholders collectively will own approximately        
17.3% of eCom's common stock and eCom will own 15% of TTR.  Both business       
will continue to function separately, with their own management.                

FORWARD-LOOKING STATEMENTS (PAGE   )                                            

This document (and documents referred to in this document) includes   
various forward-looking statements about eCom and TTR that are subject to       
risks and uncertainties.  You are cautioned that actual results of future       
operations may differ from those anticipated in forward-looking statements due  
to a number of factors.  Forward-looking statements provide current             
expectations or forecasts of future events and can be identified by the use     
of terminology such as "believe," "estimate," "expect," "intend," "may,"        
"could," "will" and similar words or expressions.  Forward-looking statements   
of eCom and TTR generally relate to growth strategy, financial results,         
product development and sales efforts.  Forward-looking statements cannot be    
guaranteed and actual results may vary materially due to the uncertainties      
and risks, known and unknown, associated with such statements.  Neither eCom,   
nor TTR undertakes any obligation to update any forward-looking statements.     
eCom, as a developmental stage company has a limited operating history from     
which you might judge its ability to remain a going concern.  Similarly, TTR    
has a limited operating history from which you might judge its ability to       
market at a profit its muffler system.  You should also consider:  The          
changing laws and regulations affecting these businesses; development           
expenses; the potential need for additional capital; additional development     
work required for new products; dependence on accompaniment sales and           
development; competition; dependence on suppliers; dependence on proprietary    
technology and those matters discussed under the caption "Risk Factors."        
These factors are noted as permitted by the Private Securities Litigation       
Reform Act of 1995.  It is not possible to foresee or identify all factors      
that could cause actual results to differ from expected or historic results.    
As such, you should not consider any list of such factors to be an exhaustive   
statement of all risks, uncertainties or potentially inaccurate assumptions.    

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ECOM SUMMARY FINANCIAL DATA 

The following table sets forth selected consolidated financial        
information of eCom . The information set forth should be read in conjunction   
with "Management's Discussion and Analysis of Financial Condition and Results   
of Operations of eCom " and the consolidated financial statements and notes     
thereto included elsewhere in this Proxy Statement/Prospectus.  The             
statements of operations data set forth below for the years ended December      
31, 1999 and 2000 and the balance sheet data as of December 31, 2000, are       
derived from eCom's audited financial statements included in this Proxy         
Statement/Prospectus which have been audited by G. Brad Beckstead, CPA,         
independent auditors, whose report is also included in this Proxy               
Statement/Prospectus.  The consolidated statements of operations data for       
the three-month period ended June 30, 2001 are derived from eCom's              
unaudited financial data and in the opinion of eCom's management include        
all adjustments (consisting of normal recurring accruals) necessary for a       
fair presentation as of or for the period shown.  Results for the first         
quarter ended June 30, 2001 are not necessarily indicative of results to        
be expected for the full fiscal year.  Historical financial information may     
not be indicative of eCom's future performance.                                 

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STATEMENTS OF OPERATIONS DATA                                                   

eCom Corp     
(a Development Stage Company)   
Statement of Operations   
(unaudited)   
For the Three and Nine Months Ending September 30, 2001 and 2000      
and For the Period October 6, 1999 (Inception) to September 30, 2001      

                                                                [Download Table]


STATEMENT OF OPERATIONS                                                      

                     Three Months Ending  Nine Months Ending   Oct. 6, 1999  
                         September 30,       September 30,    (Inception) to 
                     -------------------  ------------------   September 30, 
                          2001      2000      2001     2000        2001      
                       ----------  -------  -------- --------  ------------- 
                                                                             
Revenue                 $      -   $      -  $      -   $      -   $   8,985 
                        --------   --------  --------   --------   --------- 
Expenses:                                                                    
  General                                                                    
  administrative                                                             
  expenses                 9,138    628,748    56,954    647,423     843,305 
                        --------   --------   --------  --------   --------- 
Total expenses             9,138    628,748    56,954    647,423     843,305 
                        --------   --------   --------  --------   --------- 

Other income:                                                                
  Interest income              -      2,000          -    12,000      12,000 
                        --------   --------   --------  --------   --------- 
Other income                                                                 
      or (expense):                                                          
 Reserve for bad debt   (717,500)        -    (717,500)        -    (717,500)
 Interest income               -         -           -    12,000      12,000 
                        --------   --------   --------  --------   --------- 
Total other income                                                           
      or (expense)      (717,500)        -    (717,500)   12,000    (705,500)
                        --------   --------   --------  --------   --------- 
Net (loss)             $(726,638) $(628,748) $(774,454)$(635,423)$(1,539,820)
                       =========  =========  =========  ========= ===========

Weighted average                                                             
number of                                                                    
common shares                                                                
outstanding            21,424,190 18,956,863 21,424,190 18,163,754 13,844,799
                       ========== ========== ========== ========== ==========

Net loss per share     $  (0.03)  $  (0.03)  $  (0.04)  $  (0.03)  $  (0.11) 
                       =========  =========  =========  =========  ========= 


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eCom Corp       
(a Development Stage Company)   
Balance Sheet     

                                                                [Download Table]


BALANCE SHEET                                                       
                                     (unaudited)                    
                                       September 30,    December 31,
                                         2001             2000      
                                       -------         -----------  
ASSETS                                                              
                                                                    
Current Assets:                                                     
Cash                                   $        -      $          - 
Funds held in escrow                      629,952         1,079,952 
Short-term note receivable                450,000                -  
                                       ----------       ----------- 
Total current assets                    1,079,952         1,078,204 
                                       ----------       ----------- 

Long Term Receivable                      717,500         1,435,000 
                                       ----------       ----------- 
                                       $1,797,452       $ 2,514,952 
                                       ==========       =========== 

Liabilities and Stockholders' Equity                                

Current liabilities                                                 
  Checks issued in excess                                           
    Of cash available                  $     519        $     1,748 
  Loans from shareholder               $  58,183        $         - 
                                       ----------       ----------- 
    Total current liabilities             58,702              1,748 
                                       ----------       ----------- 

Stockholders' Equity:                                               

Preferred stock, $0.001 par value,                                  
    20,000,000 shares authorized, zero                              
    shares issued and outstanding              -                  - 

Common stock, $0.001 par value,                                     
    80,000,000 shares authorized;                                   
    21,424,190 shares issued and                                    
    outstanding                           21,424             21,424 
Additional paid-in capital             4,132,146          4,132,146 
Subscriptions receivable                (875,000)          (875,000)
(Deficit) accumulated during                                        
development stage                     (1,539,820)          (765,366)
                                      ----------         -----------
                                       1,738,750           2,513,204
                                      ----------         -----------
                                      $1,797,452         $ 2,514,952
                                      ==========         ===========


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TTR HP MOTORSPORT MARINESPORT RACING LLC SUMMARY FINANCIAL DATA         

The following table sets forth selected consolidated financial        
iformation of TTR HP Motorsport Marinesport Racing LLC.  The information        
set forth below should be read in conjunction with "Management's Discussion     
and Analysis of Financial Condition and Results of Operations of TTR and        
the financial statements and notes thereto included elsewhere in this           
Proxy Statement/Prospectus.  The statements of operations data set forth        
below for the period ended June 30, 2001 and the balance sheet data as of       
June 30, 2001 are derived from TTR audited financial statements included        
in this Proxy Statement/Prospectus which have been audited by Brian Clark,      
independent auditors, whose report is also included in this Proxy               
Statement/Prospectus.  The audited consolidated statements of operations        
data for the period ended June 30, 2001 are derived from TTR's internal         
unaudited consolidated financial statements and records and in the opinion      
of TTR's management include all adjustments (consisting of normal recurring     
accruals) necessary for a fair presentation as of or for the period shown.      
Results for the first quarter ended June 30, 2001 are not necessarily           
indicative of results to be expected for the full fiscal year.  Historical      
financial information may not be indicative of our future performance.          

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STATEMENTS OF OPERATIONS DATA                                                   

TTR HP Motorsport Marinesport Racing    
07/12/01 Profit & Loss              
Cash Basis January through June 2001              

                                                                [Download Table]


STATEMENT OF INCOME                                               

                                                      Jan - Jun 01
                                                                  
Ordinary Income/Expense                                           
     Income                                                       
        Sales                                          9,816.45   
        Sales Discounts                               -2,336.15   
     Total Income                                      7,480.30   

     Cost of Goods Sold                                           
        Cost of Goods Sold                                        
             Demo's                                    4,793.65   
             Cost of Goods Sold - Other                4,508.39   
          Total Cost of Goods Sold                     9,302.04   

       Total COGS                                      9,302.04   

     Gross Profit                                     -1,821.74   

     Expense                                                      
          Advertising                                  1,605.21   
          Automobile Expense                                      
             Automobile Lease                          4,725.38   
             Automobile Expense - Other                1,402.49   
          Total Automobile Expense                     6,127.87   

          Bank Service Charges                            35.00   
          Discounts                                     -402.10   
          Licenses and Permits                           235.25   
          Miscellaneous                                    0.00   
          Postage and Delivery                           965.85   
          Printing and Reproduction                    6,992.63   
          Professional Fees                                       
             Legal Fees                                3,091.79   
             Management Fees                          45,000.00   
             Professional Fees - Other                 8,000.00   
          Total Professional Fees                     56,091.79   

          Rent                                                    
             Office Rent                               2,350.00   
          Total Rent                                   2,350.00   
          Repairs                                                 
             Computer Repairs                            922.20   
          Total Repairs                                  922.20   

          Research & Development                       6,439.35   
          Supplies                                                
             Office                                    2,026.64   
          Total Supplies                               2,026.64   

          Taxes                                                   
             State                                         2.04   
             Taxes - Other                                22.44   
          Total Taxes                                     24.48   

          Telephone                                    1,301.17   
          Travel & Ent                                            
             Meals                                       530.59   
             Travel                                      572.00   
          Total Travel & Ent                           1,102.59   

       Total Expense                                  85,817.93   

  Net Ordinary Income                                -87,639.67   


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TTR HP Motorsport Marinesport Racing              
07/12/01                
Balance Sheet                 
Cash Basis As of June 30, 2001                

                  Jun 30, 01

                                                                [Download Table]


BALANCE SHEET                                       

                                                    
ASSETS                                              
     Current Assets                                 
        Checking/Savings                            
           Zions Bank                      19,850.16
        Total Checking/Savings             19,850.16

        Accounts Receivable                         
           Accounts Receivable              7,524.93
        Total Accounts Receivable           7,524.93

        Other Current Assets                        
           Inventory Asset                 33,227.60
           Prepaid Mitek Corp               3,964.57
        Total Other Current Assets         37,192.17

     Total Current Assets                  64,567.26

     Fixed Assets                                   
        Desk                                1,198.17
        Ipaq H3650                            532.00
        Pentium 850 Computer                  850.00
        Printer/ Fax Machine                  655.55
     Total Fixed Assets                     3,235.72

TOTAL ASSETS                               67,802.98

LIABILITIES & EQUITY                                
     Liabilities                                    
        Current Liabilities                         
           Accounts Payable                         
             Accounts Payable               4,613.62
           Total Accounts Payable           4,613.62

        Total Current Liabilities           4,613.62

     Total Liabilities                      4,613.62

     Equity                                         
        Brian Stanley Investor             20,000.00
        Charlie Lewis Investor             20,000.00
        Greg Allen Investor                25,000.00
        Matt Slaugh Investor               20,000.00
        Ron Baxter Investor                40,000.00
        Terrance Neil Investor             20,000.00
        Tiny Woolestenhulme                 5,660.83
        Net Income                        -87,471.47
     Total Equity                          63,189.36

TOTAL LIABILITIES & EQUITY                 67,802.98


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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  The unaudited pro forma combined financial statements give effect to the
transaction between TTR and eCom, as described under "Proposal No. 1:  The      
Transaction".  For accounting purposes the transaction is accounted for as a    
acquisition.  The unaudited pro forma combined financial statements have        
been prepared on the basis of assumptions described in the notes to the         
unaudited pro forma combined financial statements and include assumptions       
relating to the allocation of the consideration paid for TTR to the             
consolidated assets and liabilities of eCom, based on preliminary estimates     
of their respective fair values.  The actual allocation of such consideration   
may differ from that reflected in the pro forma combined financial statements   
after an appropriate review of the fair values of the consolidated assets and   
liabilities of eCom  has been completed.  Amounts allocated will be based       
upon the estimated fair values at the time of the transaction which could       
vary significantly from the amounts reflected in the unaudited pro forma        
combined financial statements.  The transaction will be accounted for using     
the purchase method of accounting.  The unaudited pro forma combined            
financial statements should be read in conjunction with the respective          
financial statements of eCom and TTR and the related notes incorporated by      
reference in the Proxy Statement/Prospectus. See "Where You Can Find More       
Information".                                                                   

Please note that eCom and TTR may be unable to complete the proposed  
transaction.  The transaction is subject to various conditions, any of which    
may fail to be satisfied.                                                       

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)               

The unaudited pro forma condensed combined statement of operations for
the six months ended June 30, 2001 has been prepared by combining the 2001      
statement of operations of eCom with the 2001 statement of operations of TTR    
adjusted to give effect to the transaction as if it had occurred on June 30,    
2001.  The unaudited pro forma condensed combined statements do not             
necessarily reflect the actual results of operations of eCom which would have   
resulted had the transaction occurred as of the date presented.  The pro        
forma information is not necessarily indicative of future results of            
operations for the combined companies.                                          

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PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)               

eCom Corporation                                                                
2078 Prospecter Avenue                                                          
Park City, UT  84060                                                            

The following financial statements set forth summary pro forma financial date   
of the Company.  The Company has prepared pro forma balance sheets and          
statements of operations for the periods ending June 30, 2001.  The pro forma   
financial statements are based on historical financial statements of eCom       
Corporation and TTR HP Motorsport Marinesport Racing LLC adjusted to give       
effect to the combination resulting from the asset purchase agreement of        
fifteen (15) percent of TTR HP Motorsport Marinesport Racing LLC.  The pro      
forma balance sheet has been prepared based on the assumption that the          
transactions occurred on June 30, 2001.  The pro forma statements of            
operation are based on the assumption that the transaction occurred on          
June 30, 2001 and that eCom Corporation would own fifteen (15) percent of       
TTR HP Motorsport Marinesport Racing LLC.                                       

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eCom Corporation    
CONSOLIDATED PRO FORMA    
BALANCE SHEET   
AS AT     
JUNE 30, 2001   

                                                                [Download Table]


ASSETS                                                                     

                        Pro Forma       Pro Forma    Pro Forma    Combined 
                        eCom Corp.      TTR (15%)    Adjustments  Company  

     ASSETS                                                                
                                                                           
CURRENT ASSETS                                                             
Cash                     $    (1,419)                            $  (1,419)
Funds held in escrow         629,952                               629,952 
Short term note                                                            
   Receivable                452,838                               452,838 

-------------------------------------------------------------------------- 
Total Current Assets       1,081,371                       0     1,091,049 

Investment in TTR                          10,167                   10,167 
Long Term Receivable       1,435,000                             1,435,000 
Fixed Assets                                                           489 
                         ------------------------------------------------- 
TOTAL ASSETS               2,516,371       10,167          0     2,526,538 
                     ===================================================== 

BALANCE SHEET - LIABILITIES & EQUITY                                       

LIABILITIES & EQUITY                                                       

Current Liabilities      $    50,983           -           0    $   50,983 
                         -----------    --------      ------    ---------- 
Stockholders' Equity:                                                      

Common stock,                                                              
   $0.001 par value,                                                       
   80,000,000 shares                                                       
   authorized;                                                             
   21,424,190 shares                                                       
   issued and                                                              
   outstanding                21,424                   4,800        26,224 
Additional                                                                 
   paid-in capital         4,132,146        10,167    (4,800)    4,137,513 
Subscriptions                                                              
   receivable               (875,000)                             (875,000)
Deficit accumulated                                                        
  during                                                                   
  development stage         (813,182)                             (813,182)
                           ----------      -------    --------   ----------
Total                                                                      
   Stockholders'                                                           
   Equity                  2,465,388             -        -      2,465,388 
                          ----------       -------    -------  ----------- 
Total Liabilities                                                          
   and Stockholders'                                                       
   Equity                 $2,516,371       $10,167         -    $2,526,538 
                          ==========       =======    ======    ========== 


See accompanying notes to financial statements                                  

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      eCom Corporation
  CONSOLIDATED PRO FORMA
   STATEMENT OF OPERATIONS
    For Six Months Ended June 30, 2001

                                                                [Download Table]


STATEMENT OF OPERATIONS                                                       

                        Historical      Historical                            
                        Pro Forma       Pro Forma    Pro Forma    Combined    
                        eCom Corp.      TTR (15%)    Adjustments  Company     
REVENUE                                                                       
                                                                              
Net Sales                 $     0               -            0              0 
TTR                                         1,122            -          1,122 

COSTS AND EXPENSES                                                            

Cost of Sales                               1,395            0          1,395 
General and                                                                   
    Administrative          39,818         12,870                      52,688 
------------------------------------------------------------------------------

Total Costs and Expenses    39,818         15,387                      55,205 
------------------------------------------------------------------------------

Net Income or (Loss)                                                          
   before Income Taxes    $(39,818)      $(14,265)           0      $(54,083) 


See accompanying notes to financial statements                                  

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eCom Corporation                                                                

NOTES TO CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS                            

NOTE 1 - PRO FORMA FINANCIAL STATEMENTS                                         

The following financial statements set forth summary pro forma financial        
date of the Company.  The Company has prepared pro forma balance sheets and     
statements of operations for the periods ending June 30, 2001.  The pro         
forma financial statements are based on historical financial statements         
of eCom Corporation and fifteen (15) percent of TTR HP Motorsport               
Marinesport Racing LLC adjusted to give effect to the combination resulting     
from the asset purchase agreement of September 21, 2001, under the following    
assumptions.  The pro forma balance sheet has been prepared based on the        
assumption that the transactions occurred on June 30, 2001.  The pro forma      
statements of operation are based on the assumption that the transaction        
occurred on June 30, 2001.  The following adjustments were made to arrive       
at the combined company, whereas eCom would own fifteen (15) percent of TTR     
HP Motorsport Marinesport Racing LLC.                                           

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ECOM SPECIAL MEETING

eCom Corporation is sending this Proxy Statement/Prospectus to eCom's 
shareholders in connection with the solicitation by the board of directors      
of eCom of proxies to be voted at the eCom Special Meeting.  This Proxy         
Statement/Prospectus is first being mailed to shareholders of eCom on or        
about______________, 2002.                                                      

DATE, PLACE AND TIME                                                            

eCom's Special Meeting will be held at 10:00 a.m., local time, on     
___________, 2002, at the offices of eCom's corporate counsel, located at       
4955 South Durango, Suite 214, Las Vegas, Nevada  89113.                        

PURPOSE                                                                         

The shareholders of eCom are being asked to vote upon:                

1)  A proposal to approve the issuance of up to 4,800,000 shares of eCom        
common stock, which shares will be issued in the transaction with TTR HP        
Motorsport Marinesport Racing LLC shareholders.                                 

2)  eCom shareholders may also be asked to vote upon a proposal to adjourn or   
postpone the Special Meeting, in order to (among other things) allow            
additional time for the companies to solicit additional votes to approve        
the proposal.                                                                   

If any matters other than approval of these proposals are properly presented    
for consideration at the Special Meeting, the persons named by shareholders     
in the enclosed form of proxy will have discretion, as proxies, to vote on      
those matters.                                                                  

RECORD DATE; VOTING RIGHTS; QUORUM; REQUIRED VOTE                               

The close of business on ____________, 2002 is the record date for    
determining the holders of eCom  common stock who are entitled to receive       
notice of and to vote at the Special Meeting or at any adjournment or           
postponement of the Special Meeting.                                            

eCom has only one class of capital stock outstanding, which is common 
stock, par value $.01 per share.  Each holder of eCom common stock              
outstanding on the record date is entitled to one vote for each share held.     
The holders of a majority of the outstanding shares of eCom common stock        
entitled to vote must be present at the Special Meeting, in person or by        
proxy, to constitute a quorum to transact business.                             

  The holders of a majority of the outstanding shares of eCom common stock
as of the record date must vote in favor of each proposal in order to approve   
them.  On the record date, 21,424,190 shares of eCom common stock were          
outstanding, held by approximately [   ] holders of record.  Certain of the     
directors of eCom who hold in the aggregate approximately 12,600,000 shares     
(approximately 58.8%) have agreed to vote their shares in favor of the          
proposal.                                                                       

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Abstentions will be treated as shares present in determining whether  
eCom has a quorum for the Special Meeting, but abstentions will have the same   
effect as a vote against approval of the proposals.                             

RECOMMENDATION OF THE BOARD OF DIRECTORS OF ECOM                                

THE BOARD OF DIRECTORS OF ECOM RECOMMENDS THAT THE ECOM SHAREHOLDERS  
VOTE FOR THE APPROVAL OF THE PROPOSAL.                                          

PROXIES; REVOCATION                                                             

A proxy card is enclosed for use by eCom shareholders. The board of   
directors of eCom requests that shareholders SIGN AND RETURN THE PROXY CARD     
IN THE ACCOMPANYING ENVELOPE.  No postage is required if mailed within the      
United States.  If you have questions or requests for assistance in             
completing and submitting proxy cards, please contact Brian Kitts at the        
following address and telephone number:                                         

eCom Corporation
2078 Prospecter Avenue  
Park City, UT  84060  
Telephone:  (435) 655-0856  

 All properly executed proxies that are not revoked will be voted at the
Special Meeting as instructed on those proxies.  Proxies containing no          
instructions will be voted in favor of the proposals.  A shareholder who        
executes and returns a proxy may revoke it at any time before it is voted,      
but only by executing and returning a proxy bearing a later date, by giving     
written notice of revocation to an officer of eCom, or by attending the         
Special Meeting and voting in person.                                           

SOLICITATION OF PROXIES                                                         

In addition to soliciting proxies by mail, eCom's directors, officers,
and employees may, if they do not receive extra compensation for doing so,      
solicit proxies personally or by telephone or fax.  eCom intends to reimburse   
brokerage houses and other custodians, nominees, and fiduciaries for            
reasonable out-of-pocket expenses incurred in forwarding copies of              
solicitation material to beneficial owners of eCom common stock held of         
record by those persons.  eCom is responsible for all expenses relating to      
the printing and mailing of this Proxy Statement/Prospectus and the filing of   
it with the Securities and Exchange Commission.                                 

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PROPOSAL NO. 1:  THE TRANSACTION

The following summary of the transaction with TTR by eCom and certain 
terms of the stock purchase agreement and related matters is not complete and   
is qualified in its entirety by reference to the stock purchase agreement,      
which is attached as Appendix A and is incorporated into this document by       
reference.                                                                      

GENERAL                                                                         

eCom and TTR have entered into the stock purchase agreement, which    
provides that eCom will  acquire approximately 15% of the stock of TTR stock    
on a fully diluted basis in exchange for 4,800,000 shares of eCom  common       
stock, If the transaction is completed, the shareholders of TTR will receive    
a 4,800,000 common shares of eCom, based on the pro-rata ownership in TTR,      
such that after the TTR collective shareholders will own approximately 17.3%    
of the common stock of eCom  on a fully diluted and eCom will own 15% of        
TTR.                                                                            

For a more detailed description of the exchange, see "The Transaction -         
Exchange of Shares."                                                            

CLOSING OF THE TRANSACTION                                                      

As soon as practicable after the conditions to consummation of the    
transaction described below have been satisfied or waived, and unless the       
stock purchase agreement has been terminated as provided below, the             
transaction will close.  It is presently contemplated that the closing          
will be as soon as practicable after approval of the proposals at eCom's        
Special Meetings. See "The Transaction -- Conditions to the Transaction;        
Waiver."                                                                        

BACKGROUND OF THE TRANSACTION                                                   

  The terms of the stock purchase agreement are the result of arm's-length
negotiations between representatives of eCom and TTR.  The following is a       
brief discussion of the background of these negotiations and the proposed       
transaction.                                                                    

eCom and TTR engaged in discussions regarding eCom's business and the 
potential for a strategic alliance involving eCom and TTR, and delivered to     
the TTR representatives a proposed letter of intent.  The letter of intent set  
forth for the first time the preliminary terms for eCom's acquisition of        
the 15 percent outstanding TTR capital shares in exchange for 4,800,000         
shares of eCom  common stock.  On September 4, 2001, Messrs. Kitts, Cummings,   
and Sutera, each acting upon tentative approval in principle from the board     
of directors of each respective company, formally executed the letter of        
intent.                                                                         

At a board meeting held on September 5, 2001, the eCom board of       
directors satisfied the executed letter of intent.                              

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From September 5-24, 2001, Mrs. Laurie Bird Kitts, eCom Corporate     
Secretary, conducted a due diligence review of various aspects of TTR's         
business. Based upon the foregoing series of events and activities, on          
September 21 , 2001, the board of directors of eCom unanimously approved        
the terms of the transaction, which are reflected in the stock purchase         
agreement dated September 5, 2001.                                              

TTR'S REASONS FOR THE TRANSACTION                                               

TTR believes the proposed transaction with eCom will help further its 
strategic goal to grow and diversify its business.  The TTR board of            
directors endorsed the transaction with eCom  after considering the following   
factors:                                                                        

- The effect on shareholder value of TTR remaining an independent     
entity.  The board of directors considered benefits and costs of  
    eCom's current and prospective efforts at diversifying and growing its
business.                                                         

- A review of (a) the business, operations, earnings and financial    
 condition, including technological capabilities, capital levels and
  asset quality, of eCom  on both an historical and prospective basis;
(b) the business fit of TTR and eCom ; and (c) the operating      
philosophy, competence and experience of eCom  and its management.

  - The adequacy of the consideration. A comparison of the financial terms
  of recent comparable transactions indicated that the financial terms
  of the stock purchase agreement compared favorably with other recent
transactions.                                                     

- The terms of the stock purchase agreement, including the per share  
exchange rate and the ability of TTR to terminate the agreement   
under certain circumstances.                                      

- The opportunity to leverage eCom's infrastructure and technological 
capabilities to grow earnings.                                    

- The ability of eCom to contribute to TTR's business strategy.       

- The economic effect of the transaction on TTR, as well as the       
future business opportunities served by TTR.                      

While each member of the TTR board of directors individually          
considered the foregoing and other factors, the board of directors did not      
collectively assign any specific or relative weights to the factors             
considered and did not make any determination as to any individual factor.      

eCOM'S REASONS FOR THE TRANSACTION                                              

eCom  believes the proposed transaction with TTR will further its     
strategic goal to grow and diversify its operations.  The eCom board of         
directors endorsed the transaction with TTR after considering the following     
factors:                                                                        

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- The benefits and costs of TTR's current and prospective efforts at  
growing its business and the increasing competition in the high   
performance industry.                                             

- A review of (a) the business, operations, earnings and financial    
condition, including TTR's future business potential; (b) the     
business fit of eCom and TTR; and (c) the operating philosophy,   
competence and experience of eCom and its management.             

- The financial terms of the transaction, including the relationship  
  of the value of the consideration eCom will provide TTR shareholders
in relation to TTR's historical book value and earnings and a     
  comparison of the financial terms of recent comparable transactions;

- The ability of the operations of TTR after the closing to           
contribute to eCom's consolidated earnings; and                   

  - The ability of TTR to contribute to eCom's future business strategies.

While each member of eCom's board of directors individually considered
The foregoing factors, the board of directors did not collectively assign any   
specific or relative weights to the factors considered and did not make any     
determination with respect to any individual factor.  eCom's board of           
directors collectively made its determination with respect to the transaction   
based on the unanimous conclusion reached by its members, in light of the       
factors that each of them considered appropriate, that the transaction is in    
eCom's best interests and the best interests of its shareholders.               

CONSIDERATION FOR THE TRANSACTION                                               

The amount and form of consideration to be paid by eCom was determined
through negotiations between management of eCom and TTR, and not by any         
outside negotiators or consultants.  The decision to enter into the             
transaction was solely that of eCom's management and board of directors.        

The management of eCom has represented that such projections and pro forma      
combined information have been reasonably prepared on a basis reflecting        
management's best currently available estimates and judgment as to the future   
financial performance of eCom and the projected combined financial              
performance of eCom and TTR.                                                    

EXCHANGE OF SHARES                                                              

  At the closing, (i) certain shareholders of TTR will receive a 4,800,000
shares of eCom  common stock, such that after the transaction the TTR           
shareholders will beneficially own on a pro-rata basis approximately 17.3% of   
the common stock of eCom on a fully diluted basis.  eCom will issue 4,800,000   
shares of eCom common stock in exchange for 15% of TTR stock upon consummation  
of the transaction under the stock purchase agreement.  There are only two (2)  
individuals from TTR who will be offering their stock to eCom.  These two       
officers of the Company own ninety (90) percent of TTR, and they were the       
individuals who were part of the discussions.  These two officers               
only are offering 15 percent of the ownership in TTR, which would come          
out of their holdings.  In other words, these two officers who currently        
own 90 percent of TTR, with subsequently will own 75% of TTR following this     
proposed business transaction.  The other ten (10) shareholders in TTR,         
would not offer any of their ownership, yet they would receive their pro-rata   
share in the combination, at closing.                                           

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eCom will not issue any certificates or scrip representing fractional 
shares of eCom common stock in the transaction.  If a fractional share          
results from the application of the conversion ratio to the number of shares    
of TTR common stock owned, then, in lieu of any such fractional share, each     
holder of TTR common stock who otherwise would be entitled to receive a         
fractional share of eCom common stock in the exchange will receive a whole      
the closed whole share based on the pro-rata ownership of TTR.                  

REPRESENTATIONS AND WARRANTIES                                                  

In the stock purchase agreement, TTR makes certain representations    
and warranties to eCom regarding TTR, including, among others, as to:           

- their legal existence;                                              

  - the authorization, execution, and enforceability of the stock purchase
agreement and related agreements;                                 

- TTR's capital structure;                                            

- the accuracy of TTR's recent financial statements;                  

- the absence of material litigation and undisclosed liabilities;     

- the absence of material adverse changes since June 30, 2001;        

- certain tax matters;                                                

- the absence of violations of material agreements;                   

- intellectual property rights;                                       

- compliance with regulatory requirements;                            

- the adequacy of insurance;                                          

- the need for third party consents to the transaction; and           

- certain employment matters.                                         

eCom  makes substantially similar representations and warranties to   
TTR and its shareholders regarding eCom.                                        

The TTR shareholders also make certain representations and warranties 
to eCom regarding their ownership of TTR stock and their ability to transfer    
the stock to eCom free and clear of any liens and without the need for any      
specific consents of third parties.                                             

CERTAIN COVENANTS                                                               

TTR, its shareholders and eCom have each agreed to the following      
covenants, among others:                                                        

- to obtain all required approvals and consents to the transaction;   

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- to preserve the accuracy of their respective representations and    
warranties;                                                       

- to maintain the business operations of TTR and eCom, as the case    
    may be, in accordance with past practices and sound business judgment;
and                                                               

 - to refrain from soliciting any proposal regarding the sale, merger or
other transaction with TTR or eCom, as the case may be.           

In addition, TTR and eCom have agreed to the following covenants,     
among others:                                                                   

  - to provide each other and their representatives with access to examine
  such information as reasonably requested, subject to confidentiality
obligations; and                                                  

Further, eCom has agreed to take all action necessary to register with
the SEC the shares to be issued to the TTR shareholders.                        

INTERESTS OF DIRECTORS AND OFFICERS IN THE TRANSACTION                          

 eCom and TTR each believe that, except as described below, its officers
and directors do not have any material interest in the transaction that         
is different from those of the eCom and TTR shareholders, respectively.         
After the transaction, no TTR directors will become eCom directors and no       
eCom directors will become TTR directors.                                       

Further the directors and officers of eCom are not affiliated nor               
Shareholders of TTR.  The directors and officers of TTR are not affiliated      
nor currently shareholders of eCom.  The directors and officers of TTR who      
own stock in TTR will become shareholder in eCom, based on the pro-rata         
ownership of TTR, following the transaction.                                    

CONDITIONS TO COMPLETING THE TRANSACTION; WAIVER                                

The respective obligations of eCom, TTR and TTR's shareholders        
to effect the transaction are subject to the satisfaction at or prior to the    
closing of certain conditions, including, among others:                         

 - the representations and warranties of each are true as of closing and
that each has complied with its respective obligations under the  
agreement;                                                        

- the approval of the proposals by the eCom  shareholders;            

- the receipt of any other required consents or approvals;            

- the absence of any litigation or order by any court or governmental 
authority restraining, enjoining or otherwise prohibiting the     
transaction;                                                      

- the satisfactory completion of an investigation of the business of  
eCom by TTR and of the business of TTR by eCom ; and              

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In addition, the obligations of eCom to effect the transaction are    
subject to the satisfaction at or prior to the closing of certain               
conditions, including the receipt of voting agreements from the TTR             
shareholders.                                                                   

Either eCom, TTR or TTR's shareholders may waive (to the extent       
permitted by applicable law) any failure to comply with any obligation,         
covenant, agreement, or condition in the stock purchase agreement that is for   
the benefit of that party.                                                      

AMENDMENT AND TERMINATION OF THE STOCK PURCHASE AGREEMENT; EFFECTS OF           
TERMINATION                                                                     

Subject to applicable law, any of the provisions of the stock purchase
agreement may be amended by written agreement of the respective parties at      
any time prior to the closing of the transaction.  Even if the eCom             
shareholders approve the proposals, eCom, TTR and TTR shareholders can agree    
at any time to terminate the stock purchase agreement without completing the    
transaction.  The stock purchase agreement can also be terminated if:           

- the transaction is not completed by December 31, 2001;              

- if the closing conditions are not met; or                           

- there is a breach by a party of its obligations under the stock     
purchase agreement.                                                             

EXPENSES AND FEES                                                               

If either TTR or eCom commits a material breach of a provision of the 
stock purchase agreement prior to closing, the party committing the breach      
must pay the other party a termination fee equal to the reasonable expenses     
and fees incurred in connection with the transaction plus $50,000 in cash.      

RESTRICTIONS ON RESALE OF ECOM COMMON STOCK                                     

The eCom common stock issuable in connection with the transaction has 
been registered under the Securities Act and will be freely transferable by     
the recipients, except that this registration does not cover resales by         
shareholders of TTR who may be deemed to control the consolidated company       
after the transaction.  These persons may not sell their shares of eCom         
common stock acquired in connection with the transaction except pursuant to     
an effective registration statement under the Securities Act covering such      
shares, or in compliance with Rule 144 under the Securities Act or another      
applicable exemption from the registration requirements of the Securities       
Act.  It is expected that these persons will be able to sell their shares       
in accordance with the volume, manner of sale, and other applicable             
limitations of the Securities Act and the rules and regulations of the SEC      
there under.                                                                    

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ACCOUNTING TREATMENT OF THE TRANSACTION                                         

The parties intend to account for the transaction as a purchase for   
accounting and financial reporting purposes under generally accepted            
accounting principles.  Because of the treatment of the transaction as an       
partial acquisition, the financial statements of eCom will be the financial     
statements of the surviving corporation.  Under the purchase method, 5          
percent of TTR's results of operations will be included in eCom's results       
of operations from and after the closing of the transaction.  For purposes      
of preparing eCom's results of operations, eCom will establish a new            
accounting basis for eCom's identifiable tangible and intangible assets         
and liabilities based upon the fair values thereof, and record goodwill for     
the difference between the purchase price, including the direct costs of        
the transaction, and the fair value of such net assets.  A final                
determination of required purchase accounting adjustments and of the fair       
value of the assets and liabilities of TTR has not yet been made.               
Accordingly, the purchase accounting adjustments made in connection with        
the development of the comparative pro forma per share financial                
information appearing elsewhere in this Proxy Statement/Prospectus are          
preliminary and subject to change.                                              

CERTAIN TAX CONSEQUENCES                                                        

There will be no tax consequences to the shareholders of eCom . The   
shareholders of TTR may be subject to certain tax consequences.                 

TTR SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO    
THE CONSEQUENCES OF THE TRANSACTION, INCLUDING THE APPLICABLE TAX CONSEQUENCES  
TO THEM.                                                                        

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RISK FACTORS

An investment in eCom common stock involves a high degree of risk.  You         
should invest only after carefully considering the risks described below        
and elsewhere in this Proxy Statement/Prospectus and only if you can afford     
to lose your entire investment. References to "we," "our" and "us" refer to     
the consolidated company after the transaction with TTR.                        

WE WILL NEED ADDITIONAL CAPITAL.                                                

  We believe that existing cash held in the eCom's escrow account, will be
sufficient to fund our possible capital expenditure, product development and    
working capital requirements for at least 6 months.  Any significant change     
in our plans would require additional capital prior to that time.  If           
additional capital is sought through a new line of credit, asset-based          
lending or the sale of equity, there can be no assurance that such capital      
will be available or available on terms favorable to us.  The sale of equity    
interests would likely dilute the ownership of our shareholders.  We            
anticipate raising additional funds through equity sales in the near future.    

WE HAVE INCURRED OPERATING LOSSES IN THE PAST AND EXPECT SUCH LOSSES TO         
CONTINUE.                                                                       

  Through June 30, 2001, we incurred a net loss of $(39,818) for the first
six months of this fiscal year.  Since inception, we have an accumulated        
deficit of $(813,182) as of June 30, 2001.  We expect operating losses to       
continue for the foreseeable future.                                            

WE ARE DEPENDENT UPON CERTAIN KEY PERSONNEL.                                    

  We are highly dependent on a limited number of key management, including
Ian Archibald, Laurie Bird Kitts and Brian Kitts.  Our future success will      
depend, in part, on our ability to attract and retain highly qualified          
personnel. There can be no assurance that we will be successful in hiring or    
retaining qualified personnel.  The loss of key personnel, or inability         
to hire and retain qualified personnel, could have an adverse effect on our     
business, financial condition and results of operations.  We do not have        
key-person life insurance on any of our key personnel.                          

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FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE.                                

 The Private Securities Litigation Reform Act of 1995 (the "Reform Act")
provides a safe harbor for forward-looking statements made by us or on our      
behalf. We have made, and may continue to make, various written or verbal       
forward-looking statements with respect to business and financial matters,      
including statements contained in this documents, other filings with the        
Securities and Exchange Commission, and reports to stockholders.  All           
Statements which address our beliefs regarding our market, strategy, events     
or developments that we expect or anticipate will occur in the future,          
including those expected as a result of the proposed transaction between eCom   
and TTR are forward-looking statements within the meaning of the Reform Act.    
The forward-looking statements are and will be based on management's then       
current views and assumptions regarding future events and operating             
performance.  Certain factors that could affect financial performance or        
cause actual results to vary significantly from estimates contained in or       
underlying forward-looking statements include:                                  

 - The failure to achieve any of the economic benefits from the proposed
transaction with TTR.                                             

- Competitive pressures.                                              

- Changes in laws and regulations.                                    

- Those risks identified under the Section entitled "Risk Factors."   

- General market conditions.                                          

- Other risks and uncertainties as detailed from time to time in our  
filings with the Securities and Exchange Commission.              

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MARKET FOR ECOM COMMON STOCK

  eCom's common stock trades on the NASD Bulletin Board, under the symbol:
ECCM.                                                                           

The table below sets forth the high and low bid prices of our common stock      
for each quarter shown, as provided by the Nasdaq Trading and Market Services   
Research Unit for the years ended December 31, 1999 and 2000; and, for the      
first six months of 2001.  Quotations reflect inter-dealer prices, without      
retail mark-up, mark-down or commission and may not represent actual            
transactions.                                                                   

                                                                [Download Table]


FISCAL 1999                                  HIGH              LOW  
--------------------------------             ----              ---- 
                                                                    
Quarter Ended March 31, 1999                 N/A               N/A  
Quarter Ended June 30, 1999                  N/A               N/A  
Quarter Ended September 30, 1999             N/A               N/A  
Quarter ended December 31, 1999              $2.00             $0.37

FISCAL 2000                                  HIGH              LOW  
--------------------------------             ----              ---- 
Quarter Ended March 31, 2000                 $4.03             $0.37
Quarter Ended June 30, 2000                  $7.31             $2.00
Quarter Ended September 30, 2000             $4.92             $2.00
Quarter ended December 31, 2000              $3.98             $0.81

FISCAL 2001                                  HIGH              LOW  
--------------------------------             ----              ---- 
Quarter Ended March 31, 2001                 $2.25             $1.06
Quarter Ended June 30, 2001                  $1.80             $0.52


eCom has never paid cash dividends on any of its securities. eCom currently     
intends to retain any earnings for use in its operations and does not           
anticipate paying cash dividends in the foreseeable future.                     

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BUSINESS OF ECOM

GENERAL                                                                         

The purpose or purposes of eCom includes:                                       

(a) To engage in the specific business of looking for business acquisitions     
and related items; also the business of making investments, including           
investments in, purchase and ownership of any and all kinds of property,        
assets or business, whether alone or in conjunction with others.  Also, to      
acquire, develop, explore and otherwise deal in and with all kinds of real      
and personal property and all related activities, and for any and all other     
lawful purposes.                                                                

(b) To acquire by purchase, exchange, gift, bequest, subscription, or           
otherwise; and to hold, own, mortgage pledge, hypothecate, sell, assign,        
transfer, exchange, or otherwise dispose of or deal in or with its own          
corporate securities or stock or other securities including, without            
limitations, any shares of stock, bonds, debentures, notes, mortgages, or       
other obligations, and any certificates, receipts or other instruments          
representing rights or interests therein on any property or assets created      
or issued by any person, firm, associate, or corporation, instrumentalities     
thereof; to make payment therefore in any lawful manner or to issue in          
exchange therefore its unreserved earned surplus for the purchase of its own    
shares, and to exercise as owner or holder of any securities, any and all       
rights, powers, and privileges in respect thereof.                              

(c) To do each and everything necessary, suitable, or proper for the            
accomplishment of any of the purposes or the attainment of any one or more      
of the subjects herein enumerated, or which may, at any time, appear            
conducive to or expedient for the protection or benefit of this corporation,    
and to do said acts as fully and to the same extent as natural persons might,   
or could do in any part of the world as principals, agents, partners,           
trustees, or otherwise, either alone or in conjunction with any other person,   
association or corporation.                                                     

(d) The foregoing clauses shall be construed both as purposes and powers and    
shall not be held to limit or restrict in any manner the general powers of      
the Corporation, and the enjoyment and exercise thereof, as conferred by the    
laws of the State of Nevada; and it is the intention that the purposes and      
powers specified in each of the paragraphs of this Article III shall be         
regarded as independent purposes and powers.                                    

The Company is engaged in multiple business activities, which include:          

During the calendar 2000, the company set-out to merger with ACS Sports, a      
Delaware corporation.  The company did sign an agreement to merger with this    
Company.  Although this merger did not take place, the Company did forward      
ACS Sports $1,415,000 for a 10% convertible promissory note.  In the event      
that ACS Sports.com, Inc. defaults on the note, the Company has the right to    
convert the note to shares of ACS Sports.com common stock at a rate of 1        
share to $1.00 of principal and interest due at the time of conversion (See     
Financial Note 2).                                                              

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The Company now has an investment in ACS Sports.com, Inc. which partners with   
professional teams, leagues and sports-related organizations to design, build   
host and manage their "official" presence on the worldwide web.  ACS Sport      
has already established itself as a market leader in this niche by developing   
partnerships with 11 domestic professional sports franchises across three       
sports, three regional sports media companies and two major professional        
leagues and is rapidly developing dominant positions in regional markets        
across the country and the world, networking geographically and/or affinity     
linked sports content.  ACS Sports partners include the New York Yankees, New   
York Mets, Denver Broncos, Anaheim Might Ducks and Comcast Sportsnet.  ACS      
Sports creates the leading interactive sports destinations for its properties   
by combining its proprietary online custom publishing system, community         
building and technology convergence with each property's unique content,        
established brand and fan base.                                                 

ACS Sports is not focused on building its brand with consumers (Business-to-    
Consumer) but instead dedicated to providing an internet branding vehicle to    
sports teams and organizations (Business-to-Business).  ACS Sports is           
committed to augmenting the brand power of its partner properties while         
remaining inconspicuous to the site traffic across its "invisible" network.     
All marketing costs to promote the site in the ACS network are borne by its     
partners as ACS Sports typically negotiates in its contracts with teams,        
leagues or media companies for the property to provide ACS Sports promotional   
"value-in-kind" services to generate interest in and drive consumer traffic     
to its "official" Website.  In these arrangement, the team, league and/or       
broadcast partner guarantees certain promotion minimums with respect to         
various outlets, including:  stadium signage, in-game billboards, TV & radio    
sports, print materials, and designated promotion game-days.  The Company       
has 75 employees and has just completed the build-out of a state-of-the-art     
website.                                                                        

ACS Sports' predominant business is the creation and management of Websites     
for sports organizations.  The Company has secured Website partnerships in      
four categories:  team, league, regional sports portal, and specialty site.     
The ACS Sports property base currently comprises 11 team sites spanning         
three leagues, 2 individual league sites, 4 regional sports portals, and 1      
specialty site.                                                                 

In forming the full-service, online conduit for teams to reach their fan        
bases, ACS Sports works with the teams to design, develop and maintain their    
sites.  Once created, ACS Sports maintains each site through a dedicated,       
on-site staff composed of a Webmaster, multimedia producer, and a beatwriter    
that travels with the team.                                                     

Subsequent Event                                                                
----------------                                                                

In early January, 2001, the Company entered into a agreement with CacheStream   
Corporation.  The Company has forwarded to-date, $450,000 to CacheStream on a   
convertible note.  On March 12, 2001, ECCM filed an Information Statement on    
Schedule 14f1 with the U.S. Securities and Exchange Commission, and             
subsequently sent this statement out to its shareholders.  This Information     
statement discusses the CacheStream agreement.                                  

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The Company, eCom Acquisition Corp., a Colorado corporation and CacheStream, a  
Colorado coorporation executed an Agreement, pursuant to which eCom             
Acquisition Corp. agreed to merge with and into CacheStream, such that          
CacheStream would be the survivor and become a wholly-owned subsidiary of       
the Company.  To accomplish this Agreement, the Company agreed to issue to      
the shareholders of CacheStream an aggregate of 43,355,733 shares of its        
common stock.  Upon completion, Mr. Ian Archibald, one of the Company's two     
current directors, would resign and be replaced by new directors designated     
by CacheStream.  Mr. Brian Kitts, the one remaining current director of the     
Company, will continue to serve as a director of the Company with the           
Incoming Directors.                                                             

Recent Event                                                                    
------------                                                                    

eCom has recently re-negotiated its agreement with CashStream Corporation.      
On or before June 15, 2001, eCom shall purchase $150,000 in Debentures from     
CashStream.  These Debentures, together with any accrued interest of 8% per     
annum, shall be automatically converted into Common Stock of CashStream.        
July through December, 2001, eCom plans to purchase Equity Tranches in          
CashStream, which will also be converted into additional CashStream common      
stock.  eCom shall also receive a number of warrants equal to 33% of the        
number of the number of shares issuable upon such conversion.  The warrants     
shall have a 3 year term and shall have piggyback registration rights.          
This common stock conversion, once completed, will represent for eCom           
approximately a ten percent ownership in CashStream.                            

TRADEMARKS                                                                      

The Company regards substantial elements of its future and underlying           
infrastructure and technology as proprietary and attempts to protect them       
by relying on trademark, service mark, copyright and trade secret laws and      
restrictions on disclosure and transferring title and other methods.  The       
Company plans to enter into confidentiality agreements with its future          
Employees and any future consultants and in connection with its license         
agreements with third parties and generally seeks to control access to its      
irrigation business and other proprietary information.  Despite these           
precautions, it may be possible for a third party to copy or otherwise          
obtain and use the Company's proprietary information without authorization      
or to develop similar technology independently.  Legal standards relating       
to the validity, enforceability and scope of protection of certain              
proprietary rights in irrigation businesses may be uncertain, and no            
assurance can be given as to the future viability or value of any of the        
Company's proprietary rights.  This can be no assurance that the steps          
taken by the Company will prevent misappropriation or infringement of its       
proprietary information, which could have a material adverse effect on the      
Company's business, results of operations and financial condition.              

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EMPLOYEES                                                                       

The Company currently has: one President and one Corporate Secretary.  The      
Company has no intention at this time to add employees.                         

(i) The Company's performance is substantially dependent on the performance     
of its office, Ian Archibald, President/Director, Laurie Bird Kitts,            
Corporate Secretary and Brian Kitts, Director.  In particular, the Company's    
success depends on their ability to develop, create and execute strategies      
for the company.                                                                

(ii) The Company does not carry key person life insurance on any of its         
personnel. The loss of the services of any of its executive officers or other   
key employees could have a material adverse effect on the business, results     
of operations and financial condition of the Company.  The Company's future     
success also depends on its ability to retain and attract highly qualified      
technical and managerial personnel.                                             

(iii)  There can be no assurance that the Company will be able to retain its    
key managerial and technical personnel or that it will be able to attract and   
retain additional highly qualified technical and managerial personnel in the    
future.   The inability to attract and retain the technical and managerial      
personnel necessary to support the growth of the Company's business, due to,    
among other things, a large increase in the wages demanded by such personnel,   
could have a material adverse effect upon the Company's business, results of    
operations and financial condition.                                             

PROPERTIES                                                                      

The Company's corporate headquarters are located at: 2078 Prospecter Avenue,    
Park City, UT  84060. Registrant's telephone number, including area code:       
(435) 655-0856.  The office space is provided by one of the Directors of the    
Company at no cost to the Company.                                              

LEGAL PROCEEDINGS                                                               

eCom is not a party to any material litigation and is not aware of any
threatened litigation that would have a material adverse effect on its          
financial condition or results of operations.                                   

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS FOR ECOM

GENERAL                                                                         

eCom Corporation, is a developmental stage company whose original principal     
business objective was to provide reliable and cost efficient business          
Internet connectivity in the form of "website packages" for the business-to-    
business sector to use as rewards, coupons, or rebates.  Although the           
Company's original business objective has not been completely abandoned, due    
to the struggle of Internet companies in the past year, the Company is          
currently assessing various options and strategies to become a profitable       
corporation.                                                                    

The original focus of the Company was to become a regional provider (Nevada     
initially) of Internet connectivity and enhanced Internet services to small     
and medium sized businesses.  Key elements of the Company's strategy            
included:  (i) consolidate the independent ISP industry in Nevada by            
acquiring additional local and regional ISPs focused on the Company's target    
market;  (ii) integrate the operations of its ISPs focused on the operational   
economies of scale by leveraging its infrastructure and support services;       
(iii) develop and offer additional high-margin enhanced services to increase    
revenues from existing and future customers; and (iv) build customer loyalty    
and gain market share by expanding the Company's local technical,               
distribution and service capabilities and establishing eCom's regional brand    
name recognition.                                                               

The Company hoped that its above products and services could blend into         
serving the web designer market.  The Company was unable to develop a           
customer base, that would support continue to support the Company, as such      
it did not develop a web designer market.                                       

Based on adverse market conditions and the failure of many Internet "dot.com"   
companies, ECCM has reconsidered its original business plan, and is currently   
developing other business strategies.                                           

After the Company evaluated its market, particularly within the State of        
Nevada and Utah, it has recognized that the market has changed for its          
services, and based on adverse market conditions that Internet companies        
are struggling to remain going concerns, the Company is seeking new             
initiatives.                                                                    

Going Concern - The Company's financial statements are prepared using           
the generally accepted accounting principles applicable to a going concern,     
which contemplates the realization of assets and liquidation of liabilities     
in the normal course of business.  However, the Company has not commenced       
its planned principal operations.  Without realization of additional capital,   
it would be unlikely for the Company to continue as a going concern.            

The officers and directors are involved in other business activities            
and may, in the future become involved in other business opportunities.         
If a specific business opportunity becomes available, such persons may          
face a conflict in selecting between the Company and their other business       
interests.  The Company has not formulated a policy for the resolution of       
such conflicts.                                                                 

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RESULTS OF OPERATIONS                                                           

As a developmental stage Company, the Company did not generate any              
revenues for the Third Quarter this year nor the Third Quarter last year.       
Additionally, the Company did not generate any revenues for the first           
nine months of this calendar year nor for the first nine months of last         
year.  The Company does not expect to generate any significant revenues         
over the next approximately to twelve (12) months.  During the Third            
Quarter, the Company experienced net loss of $(726,638) or $(0.03) per share    
versus a net loss of $(628,748) or $(0.03) for the same period last year.       
The net losses for the Third Quarter are contributed to a reserve for bad       
debt of $(717,500) versus General and administrative expenses of $(628,748)     
for the same period last year.  Since the Company's inception (October 6,       
1999), the Company has experienced a net loss of $(1,539,820).                  

INCOME TAXES                                                                    

Income taxes are provided for using the liability method of accounting in       
accordance with Statement of Financial Accounting Standards No. 109 (SFAS       
#109) "Accounting for Income Taxes".  A deferred tax asset or liability is      
recorded for all temporary differences between financial and tax reporting.     
Deferred tax expense (benefit) results from the net change during the year      
of deferred tax assets and liabilities.  There is no provision for income       
taxes for the periods ended December 31, 2000 and 1999 due to net losses        
and insignificant net income.                                                   

LIQUIDITY AND CAPITAL RESOURCES                                                 

On February 1, 1999, the Company completed a direct public offering of shares   
of common stock of the Company pursuant to Regulation D, Rule 504, of the       
Securities Act of 1933, as amended, whereby it sold 207,450 shares of the       
Common Stock of the Company to 57 unaffiliated shareholders of record.          
The purchase price of the shares for each shareholder was $0.10 or ten          
cents. The Company filed an original Form D with the Securities and Exchange    
Commission on or about December 15, 1998, and an amended, final Form D with     
the Securities and Exchange Commission on or about February 15, 1999.  Mr.      
Anthony Mello and Mr. Bert Blevins on May 1st acquired 1,000,000 shares a       
piece at price of $0.01 per share for a total capital investment of $20,000.    
On December 13, 1999, a Buying Group, lead by CashCom Services Corporation, a   
Canadian Corporation, acquired 2,000,000 shares of eCom Corporation's common    
stock, pursuant to an Share Purchase Agreement by and between Janeva Corp.      
and Campbell Mello Associates Corporation  The Buying Group paid to Janeva      
Corporation and Campbell Mello Associates Corporation the sum of two hundred    
ninety thousand dollars ($290,000.00) for the common shares.  The source of     
the funds was paid by cash wire transfer. eCom Corporation, in reliance upon    
an exemption from the registration provisions of Section 5 of the Securities    
Act of 1993, as amended, pursuant to Regulation D, Rule 506, of the Act,        
issued 12,000,000 restricted shares of its common stock, on December 17,        
1999, at one (1) cent per share for a Note which totaled one hundred twenty     
thousand ($120,000) dollars, along with interest in the amount of ten (10)      
percent.  The restricted stock was sold to Laurie Bird Kitts.                   

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On September 30, 2000, the Company issued 3,986,740 shares of its $0.001        
par value common stock for cash of $3,231,825 and Subscription Receivables      
of $755,000.  The shares were issued pursuant to Rule 506, under Regulation     
D, of the Securities and Exchange Commission Act of 1933, offering.  The        
funds received from investors are being held in escrow by a third-party         
escrow agent until such time as all monies have been received from the          
Subscription Receivables.  $1,435,000 have been disbursed from escrow as        
an investment in an unrelated company.  The Company advanced $1,415,000 to      
ACSSports.com, Inc., a Delaware corporation for a 10% convertible promissory    
note.  In the event that ACSSports.com, Inc. defaults on the note, the          
Company has the right to convert the note to shares of ACSSports.com common     
stock at a rate of 1 share to $1.00 of principal and interest due at the        
time of conversion (See Financial Note 2).                                      

As September 30, 2001, the Company has approximately 21,424,190 shares of its   
$0.001 par value common voting stock issued and outstanding which are held by   
approximately two hundred eighteen (218) shareholders of record.   Management   
anticipates that the proceeds from financing transactions delineated above      
will be sufficient to provide for the Company's capital needs for the next      
approximately three (3) to six (6) months.                                      

The Company entered into a Letter of Agreement for a private equity line of     
Common Stock, pursuant to Regulation D, with Swartz Private Equity, LLC         
("Swartz").  Under this agreement, Swartz shall make a firm commitment to       
purchase the Company's securities under the Equity Line and shall sell the      
securities under a qualified prospectus.  The Private Equity Line shall be      
placed to Swartz under Regulation D.  Subject to an effective Registration      
Statement and ending 36 months from the effective Registration date, ECCM       
shall have the right at its sole discretion to put Common Stock (each, a        
"Put" to Swartz.  For each Put, Swartz shall receive an amount of warrants      
equal to 10% of the number of shares purchased under such Put, exercisable      
at the Exercise Price equal to 110% of the Market Price for each Put.           

43

SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT OF ECOM

  The following table provides information as of June 30, 2001, concerning
the beneficial ownership of each person known to eCom  to be the beneficial     
owner of more than 5% of ecom's outstanding common stock, by each of the        
President, Corporate Secretary of eCom, by each director of eCom, and by all    
directors and executive officers of eCom  as a group.  Unless otherwise         
indicated, the shareholders listed in the table have sole voting and            
investment powers with respect to the shares indicated.                         

                                                                [Download Table]


Name and Address                   Number of shares                          
of Beneficial Owner                Beneficially Owned       Percent of Class*
-----------------------            -------------------      ---------------- 
                                                                             
Laurie Bird Kitts(1), Secretary     12,000,000               56.01%          

Brian Kitts, Director (2)              500,000                2.33%          

Ian Archibald (3)                      100,000                0.004%         
   President, Director                                                       
                           ------------------------------------------------  
                                    12,600,000               58.334%         


* Percentage based on 21,424,190 shares (prior to the transaction)              

All Officers and Directors (3 persons)                                          
------------------------                                                        
(1)  Laurie Bird Kitts, 2078 Prospector Avenue, Park City , Utah 84060          
Mrs. Kitts is married to Brian Kitts, Director of the Corporation.    
(2)  Brian Kitts, 2078 Prospector Avenue, Park City , Utah 84060.               
Mr. Kitts is married to Laurie Bird Kitts, Corporate Secretary and    
 majority shareholder of the Company.  See "Certain Related Transactions
and Relationships."  Mr. Kitts disclaims beneficial ownership in any  
shares of common stock owned by Mrs. Laurie Bird Kitts.               
(3)  Ian Archibald, 1815 Sun Park Dr. Park City, Utah  84098                    

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BUSINESS OF TTR HP MOTORSPORT MARINESPORT RACING LLC  

GENERAL                                                                         

TTR HP has been formed to develop, produce, and distribute a product line       
aimed at two consumer groups. (1) High performance and racing consumers, and    
(2) Fuel economy and improved performance consumers with stock and catalytic    
converter exhaust systems.                                                      

TTR HP has completed the R&D engineering, prototypes of AEROTURBINE-            
mufflers, muffler trademark, and filed a US patent pending.  The                
manufacturing facility has been set up and is ready for production and          
inventory.                                                                      

Management of the company believes they have identified a specific void in      
the market (high tech, high performance mufflers) and a consumer demand for     
a new revolutionary muffler product.  TTR HP's marketing strategy for 2001      
will emerge in three phases.  Phase one will be the national AEROTURBINE-       
press release and the sponsoring of a snowmobile racing team.  The media        
blitz will cover the AEROTURBINE( technology, the Polaris Exhaust System and    
the TTR 325 HP AEROTURBINE( RACING Package for the Dodge Cummins 24 valve       
Turbo Diesel.  Phase two will consist of testing AEROTURBINE--technology in     
a totally controlled environment to develop consumer and institutional          
endorsements for it technical merits.  AEROTURBINE--will be submitted for       
review by the following media groups:  Four Wheel Drive (Turbo Diesel and       
Trucks), Hot Rod (high performance cars), Car & Driver (fuel economy and        
improved performance), and miscellaneous snowmobile, street bike, motocross,    
and marine publications.  Phase three will be the national AEROTURBINE-         
MARINE press release and the sponsoring of a marine racing team.  The media     
blitz will cover the AEROTURBINE--technology, and the TTR HP MARINE RACING      
Package for the V8 Mercruiser and OMC out drives.                               

No technological muffler upgrades have been implemented to date.  The fact      
that AEROTURBINE( is a revolutionary technology covering a wide spectrum will   
generate tremendous media interest and attention.  The promotion agenda will    
focus on clothing and apparel in the racing look fashion, which is one of the   
fasted growing clothing fashions in the targeted consumer groups.  The          
company has identified excellent high volume distribution channels and is       
contractually ready to sign up distributors.  Some distributors are in          
negotiations at the present time.                                               

TTR HP's management team consists of the two founders, one VP of sales and      
marketing, and the other the VP of engineering and production.  TTR HP is       
currently seeking an administrator and CFO, while seeking professionals in      
the motorsport and marinesport industries.                                      

The primary goal of this entity is to become profitable in its second year      
of operations and establish industry leadership in the motorsport and           
marinesport exhaust and high performance industries.                            

PATENTS                                                                         

TTR HP has a US patent pending on the TTR HP AEROTURBINE -- Technology and      
plans on filing the same patent information under several foreign countries.    

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TTR HP TECHNOLOGIES                                                             

TTR HP has a US patent pending; revolutionary high performance muffler          
technology. This technology is trade marked as AEROTURBINE( mufflers.           
AEROTURBINE--utilize vortex, aerofoil, induction, expansion, frequency          
resonation, cancellations, and velocity pressure transfer principals.           
AEROTURBINE--creates an airturbine effect inside the exhaust pipe; the motor    
frequency sounds turbo charged-even if it not. The sound is louder at idle,     
but as RPM increases the sound starts to dampen where you need it the most.     
Opposite of most mufflers on the market, the AEROTURBINE operates most          
efficient when the airflow, or RPM's increase-our technology helps to move      
exhaust, not restrict it. The ability to run high airflow, without power        
robbing restriction and backpressure, gives low and high-end torque,            
horsepower gains and overall high performance improvements.                     

TRADEMARKS                                                                      

TTR HP has two US trademarks in the name of AEROTURBINE and TTR HP.  These      
names will be used in all documents, promotional literature, and products       
associated with TTR HP.                                                         

DEVELOPMENT COSTS                                                               

TTR HP has spent over 15 months in research and development leading up the      
final AEROTURINE -- muffler design.  Any and all expense incurred in the        
development and patent process have been paid.  TTR HP is now past the          
development phase and is ready to move into full production.                    

PACKAGE PRODUCTS                                                                

TTR HP has engineered a complete AEROTURBINE -- Exhaust and Computer Module     
system for the DODGE CUMMINS 24 VALVE TURBO DIESEL and ISB CUMMINS commercial   
applications. The AEROTURBINE -- 5.0 TURBO DIESEL muffler produces a deep       
resonate "Big-Rig" sound with overall high performance.                         

The POWER EDGE EZ Computer Module maximizes engine efficiency by monitoring     
the RPM, timing, turbo boost pressure and fueling parameters to determine       
both fueling and timing enhancements for the Bosch fuel injection pump, this    
provides an additional 65 rear wheel horsepower and adds 185 foot pounds of     
torque just from the Computer Module alone, add the AEROTURBINE--Exhaust        
system and synergistically increase Horsepower and Torque above the 65 HP       
and 185 lbs of torque. Simply plug one connector into the ECM (Engine Control   
Module) Data Link port and the other into the MAP sensor port. Plugging into    
the MAP sensor port, monitors critical operating parameters in real time data   
formats that pertain to instantaneous RPM, RPM rate of change (XY Axis),        
Turbo Boost Pressure with XY Axis, Timing with XY Axis, and Fueling with XY     
Axis.  This data provides the feedback for controlling communications between   
POWER EDGE EZ Computer and the ECM Data Link Port. This constantly provides     
overall best safe operating                                                     

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parameter settings. The POWER EDGE EZ installs in minutes, or can be removed    
just as quickly; no splicing into the harness or unplugging anything,           
providing a true plug & play device. The system safely increases Horsepower     
and Torque, quicker average boost pressures, improves fuel economy and          
overall performance.  This full spectrum, safe, high performance racing         
technology is not available elsewhere.                                          

TTR 325HP AEROTURBINE RACING package includes:                                  

Massive 5" resonator outlet pipe with 4" inlet exhaust pipe, the                
revolutionary high flow TTR HP AEROTURBINE -- 5.0 TURBO DIESEL Muffler, a       
POWER EDGE EZ COMPUTER MODULE, pillar mounted Pyrometer and Boost pressure      
gauges to protect and monitor your turbo diesel motor, and (2) Factory          
matching TTR 325HP AEROTURBINE-RACING emblems.   PACKAGE FOR DODGE CUMMINS      
24 VALVE TURBO DIESEL ONLY.  ALL COMPONENTS CAN BE PURCHASED SEPERATELY.        

TTR HP POLARIS AEROTURBINE -- RACING EXHAUST PACKAGE                            

TTR HP has engineered a complete AEROTURBINE Exhaust system for POLARIS 700 &   
800 Big Block Twins. The lightweight Exhaust system creates an Air Turbine      
inside the exhaust pipe, this produces deep Turbo Charged sound, while safely   
increasing Low and High end Horsepower, Torque and overall performance.  The    
AEROTURBINE( Exhaust system installs in minutes, or removes just as quick       
back to the stock exhaust, for family sledding, or when radical high            
performance is not needed.                                                      

TTR HP POLARIS AEROTURBINE -- RACING package includes:                          

2" factory compatible exhaust ball connector and 2" exhaust outlet pipe, the    
revolutionary TTR HP AEROTURBINE--2.5 Muffler, CHT (Cylinder Head               
Temperature) gauge, (2) TTR HP MOTORSPORT RACING emblems. PACKAGE FOR POLARIS   
700 & 800 BIG BLOCK TWINS ONLY. ALL COMPONENTS CAN BE PURCHASED SEPERATELY!     

TTR HP MARINESPORT RACING PACKAGE                                               

TTR HP has engineered a complete AEROTURBINE -- MARINE Exhaust system for V8    
Mercruiser or OMC Out Drives. TTR HP AEROTURBINE -- MARINE Exhaust System has   
adjustable effluent airflow, backpressure, db sound and tone levels.  The       
lightweight, small footprint Exhaust system creates an Air Turbine inside the   
exhaust pipe, this produces deep Turbo Charged sound with outrageous High       
Performance, while safely increases High and Low End Horsepower, Torque and     
overall performance. You can also switch back to the stock factory stern        
drive exhaust.  Mild to Wild, or anything in between, the captain decides.      

TTR HP MARINESPORT RACING package includes:                                     

4" Exhaust outlet pipe, the revolutionary TTR HP AEROTURBINE--5.0 Muffler,      
Diverter Y pipe, Butterfly Valve, Linear Actuator, Valve position gauge,        
Valve Controller, CHT gauge, (2) TTR HP MARINESPORT RACING emblems.             

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TTR HP AEROTURBINE 2.5 SILENCER FOR 2 & 4 STROKE MOTORS. The lightweight TTR    
HP                                                                              

AEROTURBINE--2.5 Silencer creates an Air Turbine inside the exhaust pipe,       
this produces deep Turbo Charged sound with High Performance, while safely      
increases Low and High End Horsepower, Torque and overall performance.          
* Motocross Dirt Bikes                                                          
* Street Bikes (wait to hear and feel it on a HOG)                              
* Bullet Bikes                                                                  
* ATVs                                                                          

TTR HP AEROTURBINE -- 2.5 MUFFLER                                               

FOR 4 & 6 CYLINDER GASOLINE MOTORS                                              
The lightweight TTR HP AEROTURBINE -- 2.5 Muffler creates an Air Turbine        
inside the exhaust pipe, this produces deep Turbo Charged sound with  High      
Performance, while safely increases Low and High end Horsepower, Torque and     
overall performance. Substantial High Performance gains are experienced when    
an AEROTURBINE is used with a  stock Catalytic Converter exhaust system.        

TTR HP AEROTURBINE -- 3.5 MUFFLER                                               

FOR V8 GASOLINE MOTORS.  The lightweight TTR HP AEROTURBINE -- 3.5 Muffler      
creates an Air Turbine inside the exhaust pipe, this produces deep Turbo        
Charged sound with High Performance, while safely increases High and Low End    
Horsepower, Torque and overall performance. Substantial High Performance        
gains experienced when an AEROTURBINE -- used with a stock  Catalytic           
Converter exhaust systems.                                                      

TTR HP AEROTURBINE -- 5.0 TURBO DIESEL MUFFLER                                  

FOR TURBO DIESEL MOTORS.  TTR HP AEROTURBINE 5.0 TURBO DIESEL Mufflers create   
an Air Turbine inside the exhaust pipe, increasing the efficiency and           
effectiveness of the Turbo Charger.  The AEROTURBINE -- produces deep           
resonate big rig sound with extremely High Performance for any turbo diesel     
motor, while safely increasing Low and High end Horsepower, Torque and          
overall performance. Quicker average turbo spool up with higher boost           
pressures, lower exhaust gas temperature, improves fuel economy.                

TTR HP PRODUCTS                                                                 

POWER EDGE EZ COMPUTER MODULE                                                   
TURBO BOOST GAUGE W/ INSTALL KIT                                                
PYROMETER GAUGE W/ INSTALL KIT                                                  
CHT GAUGE W/ INSTALL KIT                                                        
2 & 3 GAUGE PILLAR MOUNTS                                                       
UNIVERSAL TTR HP RACING SS NERF BAR  STEPS                                      

MARKETING PLAN                                                                  

TTR HP plans to capitalize on the high performance accessory market with the    
introduction of the patented AEROTURBINE--technology:  The revolution of a      
high-tech, high-performance muffler technology that was developed using         
Vortexial, AeroFoil Technology.                                                 

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The marketing plan is designed to penetrate the existing markets for new        
technology exhaust and hi-performance products. The major markets for TTR HP    
product line will be: 1) vehicles that utilize catalytic converters that        
would like to improve performance and fuel economy and 2) consumers that are    
looking to gain hi-performance out their vehicles (cars, boats, atvs, trucks,   
etc).  These products will be marketed through the following channels:          

OEM Manufacturers                                                     
Wholesale Distributors                                                
Automotive Manufactures                                               
Marine Manufactures                                                   
Automotive Chain Stores                                               
Marine Aftermarket Stores                                             

EMPLOYEES                                                                       

As of June 30, 2001, TTR employed 4 employees.  They include:  a CEO  
and Director, a President, a Vice President, Marketing and Sales and a Vice     
President, Production and Manufacturing.  There can be no assurance that the    
Company will be able to retain its key managerial and technical personnel or    
that it will be able to attract and retain additional highly qualified          
technical and managerial personnel in the future.   The inability to attract    
and retain the technical and managerial personnel necessary to support the      
growth of the Company's business, due to, among other things, a large           
increase in the wages demanded by such personnel, could have a material         
adverse effect upon the Company's business, results of operations and           
financial condition.                                                            

LEGAL PROCEEDINGS                                                               

TTR is not a party to any material litigation and is not aware of any 
threatened litigation that would have a material adverse effect on its          
financial condition or results of operations.                                   

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS OF TTR HP MOTORSPORT MARINESPORT RACING LLC   

RESULTS OF OPERATIONS                                                           

As a developmental stage Company, the TTR generated $7,480 in revenues          
During the period January through June, 2001.  The cost of goods sold for       
This period amount to $9,302, which resulted in a negative gross profit of      
$(1,822).  Additionally, TTR had general and administrative expenses of         
$85,817 for the same period of January through June, 2001, which resulted in    
an overall loss for the company of $(87,639).                                   

As stated, the Company has a US patent pending on the TTR HP AEROTURBINE.       
Until the patent is approved, the Company has not placed a value for this       
patent on its Balance Sheet.                                                    

PLAN OF OPERATION                                                               

TTR HP has been formed to develop, produce, and distribute a product line       
aimed at two consumer groups. (1) High performance and racing consumers, and    
(2) Fuel economy and improved performance consumers with stock and catalytic    
converter exhaust systems.                                                      

TTR HP has completed the R&D engineering, prototypes of AEROTURBINE-            
mufflers, muffler trademark, and filed a US patent pending.  The                
manufacturing facility has been set up and is ready for production and          
inventory.                                                                      

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 MANAGEMENT OF TTR FOLLOWING THE TRANSACTION

  The names and ages of the persons who will be the executive officers and
directors of consolidated company after the transaction and the positions and   
offices they will hold are as follows:                                          

                                                                [Download Table]


                NAME                    AGE                  POSITION        
                ----                    ---                  --------        
                                                                             
Craig Cummings                          37     CEO and Director              
Anthony Sutera                          31     President and Director        
Kendell (Tiny) Woolstenhulme                   Vice President, Production and
                                        43     Manufacturing                 
Ed Parkinson                            53     Financial Advisor             


Craig Cummings, CEO, Director and Founder.                                      
-----------------------------------------                                       

Ph.D. in Electronics, with a minor in Aeronautical Engineering, Columbia        
State University.  Twenty years industrial electronics experience.              
Specializing in Aerospace, defense electronics, oil refineries, power plants    
and mining industries.  Avionics Engineering, ROCKWELL INTERNATIONAL COLLINS    
DEFENSE COMMUNICATIONS.  Managed complete manufacturing and test repair         
program for ADF-15 the autopilot used exclusively on the F-15 Fighter Jets.     
Electromechanical Engineering, specializing in R&D of Electronic Plasma Arc     
Controllers targeted at emissions reduction for diesel and gasoline             
combustion, and exhaust flow dynamics and characteristics.                      

Anthony Sutera, President Director and Founder                                  
----------------------------------------------                                  

Civil Engineering, and Computer Information Systems background, University      
of Utah.  5 years engineering and construction experience.  Ten years           
communications systems experience specializing in commercial two-way and        
satellite based systems.  Managed and implemented  new communications system    
for WASATCH COUNTY, UTAH.  Provided complete service and sales for all          
communications services for SUMMIT COUNTY, PARK CITY FIRE, and HOLMAN           
INDUSTRIES.                                                                     

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Kendell (Tiny) Woolstenhulme                                                    
----------------------------                                                    

Vice President, Production and Manufacturing, he has a Bachelor of Science      
degree in Business Management, Weber State University.  He has 16 years         
experience in Construction including design, field engineering, and project     
management.  Several years experience in real estate development including      
all aspects from design to development and full construction implementation.    
Own and manage TyCon Inc. a Utah company having 35 employees.  Provided         
complete turnkey construction for many large companies including Perry Homes,   
Taylor Homes, and Elk Ridge Development.                                        

Ed Parkinson                                                                    
------------                                                                    

Financial Advisor, twenty years experience as a Senior Consultant to many       
board of directors of Banks, Savings and Loans, and Mortgage Companies.  The    
work that was performed includes the following:  The budgeting of $20-$150      
million per month of production and related activities, interfacing with the    
board of directors and presidents with regards to most legal issues, relating   
to any and all lending activities from state and federal approval to            
supervising the staffs activities on a daily basis, managing warehouse lines    
of credit in excess of $15 million per month and delivery of collateral to      
investors budgeting and forecasting investor relations nationwide secondary     
marketing, and daily loan delivery overseeing management and operations on a    
day to day basis.                                                               

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SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
OF TTR FOLLOWING THE TRANSACTION (PRO FORMA)

The following table provides information concerning the anticipated   
beneficial ownership, immediately following completion of eCom's proposed       
transaction with TTR, of outstanding common stock of the consolidated           
company by (i) each person anticipated to be the beneficial owner of more       
than 5% of the outstanding common stock of the consolidated company, (ii) by    
each anticipated director and executive officer of the consolidated company,    
and (iii) by all anticipated directors and executive officers as a group.       
The information assumes that:  (i) 4,800,000 eCom common shares are issued in   
exchange for 15% of TTR; and (ii) no directors or executive officers purchase   
or sell any eCom common stock from September 30, 2001 through the date when     
the transaction is completed.  Unless otherwise indicated, the shareholders     
listed in the table have sole voting and investment powers with respect to      
the shares indicated.                                                           

                                                                [Download Table]


Name and Address                   Number of shares                          
of Beneficial Owner                Beneficially Owned       Percent of Class*
-----------------------            -------------------      ---------------- 
                                                                             
Laurie Bird Kitts(1), Secretary     12,000,000               45.75%          

Brian Kitts, Director (2)              500,000                1.91%          

Ian Archibald (3)                      100,000                0.004%         
   President, Director                                                       
                           ------------------------------------------------  
                                    12,600,000               47.664%         


* Percentage based on 26,224,190 shares, following the transaction of the       
issuance of 4,800,000 shares to the currently outstanding 21,424,190 shares 

All Officers and Directors (3 persons)                                          
------------------------                                                        
(1)  Laurie Bird Kitts, 2078 Prospector Avenue, Park City , Utah 84060          
Mrs. Kitts is married to Brian Kitts, Director of the Corporation.    
(2)  Brian Kitts, 2078 Prospector Avenue, Park City , Utah 84060.               
Mr. Kitts is married to Laurie Bird Kitts, Corporate Secretary and    
 majority shareholder of the Company.  See "Certain Related Transactions
and Relationships."  Mr. Kitts disclaims beneficial ownership in any  
shares of common stock owned by Mrs. Laurie Bird Kitts.               
(3)  Ian Archibald, 1815 Sun Park Dr. Park City, Utah  84098                    

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DESCRIPTION OF ECOM CAPITAL STOCK 

GENERAL                                                                         

The Articles of Incorporation authorize the issuance of 80,000,000 shares of    
common stock, with $0.001 par value, and 5,000,000 preferred stock with $0.001  
par value.                                                                      

COMMON STOCK                                                                    

General.  As of September 30, 2001, 21,424,190 shares of common stock 
were issued and outstanding.   No share of common stock is entitled to          
preference over any other share and each such share is equal to other shares    
of common stock in all respects.  In any distribution of assets, whether        
voluntary or involuntary, holders of common stock are entitled to receive       
pro rata the assets remaining after creditors and holders, if any, of stock     
with a liquidation preference have been paid in full.                           

Voting.  Common shareholders are entitled to one vote for each share  
held of record on each matter submitted to a vote of the common shareholders.   

Dividends, Distributions and Redemptions.  Subject to the preferential
dividend rights of any subsequent classes or series of stock with such rights   
and preferences superior to the common stock as eCom's board of directors       
may designate, the common stock shareholders are entitled to receive            
dividends as and when declared by eCom's board of directors.  However,          
dividends on eCom's common stock are not contemplated in the foreseeable        
future. Under the Nevada Business Corporation Act, eCom may declare and pay     
dividends on the common stock only if it will be able to pay its debts in       
the ordinary course of business after making the distribution.  In addition,    
eCom's bank line of credit prohibits the payment of dividends without prior     
approval of the lender.                                                         

If eCom were liquidated, its common shareholders would be entitled to 
receive, pro rata, all assets available for distribution to them after          
satisfaction of eCom's liabilities and any payment applicable to any            
preferred stock then outstanding.                                               

No Cumulative Voting.  eCom's Articles of Incorporation provide that  
shareholders will not have cumulative voting rights in the electing of          
directors. Under cumulative voting, a shareholder could cast that number of     
votes in favor of one candidate or among several candidates equal to such       
shareholder's shares multiplied by the number of directors to be elected.       
Cumulative voting makes it possible for less than a majority of the             
shareholders to elect one or more members of the board of directors.            
Without cumulative voting, a majority of the voting power of the                
shareholders entitled to vote can elect the entire board of directors.          

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No Preemptive Rights.  eCom's Articles of Incorporation provide that  
shareholders will not have any preemptive rights to subscribe for or purchase   
additional shares of capital stock.  This means that eCom's shareholders        
will not be entitled to acquire a certain fraction of the unissued securities   
or rights to purchase eCom securities before eCom may offer them to other       
persons.  Preemptive rights enable a shareholder to maintain the                
shareholder's proportional voting power and proportional rights to receive      
dividends and other distributions by eCom .                                     

LIMITATION OF DIRECTOR LIABILITY; INDEMNIFICATION                               

Article XII of the Company's Articles of Incorporation for the Company          
do contain provisions for indemnification of the officers and directors;        
in addition, Section 78.751 of the Nevada General Corporation Laws              
provides as follows: 78.751 Indemnification of officers, directors,             
employees and agents; advance of expenses.                                      

1)  A corporation may indemnify any person who was or is a party or is          
threatened to be made a party to any threatened, pending or completed           
action, suit or proceeding, whether civil, criminal, administrative or          
investigative, except an action by or in the right of the corporation,          
by reason of the fact that he is or was a director, officer, employee or        
agent of the corporation, or is or was serving at the request of the            
corporation as a director, officer, employee or agent of another                
corporation, partnership, joint venture, trust or other enterprise,             
against expenses, including attorney's fees, judgments, fines and amounts       
paid in settlement actually and reasonably incurred by him in                   
connection with the action, suitor proceeding if he acted in good faith         
and in a manner which he reasonably believed to be in or not opposed to         
the best interests of the corporation, and, with respect to any criminal        
action or proceeding, had no reasonable cause to believe his conduct was        
unlawful.  The termination of any action, suit or proceeding by judgment,       
order, settlement, conviction, or upon a plea of nolo contendere or its         
equivalent, does not, of itself, create a presumption that the person did       
not act in good faith and in a manner which he reasonably believed to be        
in or not opposed to the best interests of the corporation, and that, with      
respect to any criminal action or proceeding, he had reasonable cause to        
believe that his conduct was unlawful.                                          

2. A corporation may indemnify any person who was or is a party or is           
threatened to be made a party to any threatened, pending or completed           
action or suit by or in the right of the corporation to procure a judgment      
in its favor by reason of the fact that he is or was a director, officer,       
employee or agent of the corporation, or is or was serving at the request       
of the corporation as a director, officer, employee or agent of another         
corporation, partnership, joint venture, trust or other enterprise against      
expenses, including amounts paid in settlement and attorneys' fees actually     
and reasonably incurred by him in connection with the defense or settlement     
of the action or suit if he acted in good faith and in a manner which he        
reasonably believed to be in or not opposed to the best interests of the        
corporation.  Indemnification may not be made for any claim, issue or matter    

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as to which such a person has been adjudged by a court of competent             
jurisdiction, after exhaustion of all appeals therefrom, to be liable to        
the corporation or for amounts paid in settlement to the corporation, unless    
and only to the extent that the court in which the action or suit was brought   
or other court of competent jurisdiction determines upon application that       
in view of all the circumstances of the case, the person is fairly and          
reasonably entitled to indemnity for such expenses as the court deems proper.   

3. To the extent that a director, officer, employee or agent of a               
corporation has been successful on the merits or otherwise in defense of        
any action, suit or proceeding referred to in subsections 1 and 2, or in        
defense of any claim, issue or matter therein, he must be indemnified by        
the corporation against expenses, including attorneys' fees, actually and       
reasonably incurred by him n connection with the defense.                       

4. Any indemnification under subsections 1 and 2, unless ordered by a           
court or advanced pursuant to subsection 5, must be made by the corporation     
only as authorized in the specific case upon a determination that               
indemnification of the director, officer, employee or agent is proper in        
the circumstances.  The determination must be made: (a) By the stockholders:    
(b) By the board of directors by majority vote of a quorum consisting of        
directors who were not parties to act, suit or proceeding; (c) If a majority    
vote of a quorum consisting of directors who were not parties to the act,       
suit or proceeding so orders, by independent legal counsel in a written         
opinion; or (d) If a quorum consisting of directors who were not parties to     
the act, suit or proceeding cannot to obtained, by independent legal counsel    
in a written opinion; or                                                        

5. The articles of incorporation, the bylaws or an agreement made by the        
corporation may provide that the expenses of officers and directors             
incurred in defending a civil or criminal, suit or proceeding must be paid      
by the corporation as they are incurred and in advance of the final             
disposition of the action, suit or proceeding, upon receipt of an               
undertaking by or on behalf of the director or officer to repay the amount      
if it is ultimately determined by a court of competent jurisdiction that        
he is not entitled to be indemnified by corporation. The provisions of this     
subsection do not affect any rights to advancement of expenses to which         
corporate personnel other than the directors or officers may be entitled        
under any contract or otherwise by law.                                         

6. The indemnification and advancement of expenses authorized in or             
ordered by a court pursuant to this section: (a) Does not exclude any           
other rights to which a person seeking indemnification or advancement of        
expenses may be entitled under the articles of incorporation or any bylaw,      
agreement, vote of stockholders or disinterested directors or otherwise,        
for either an action in his official capacity or an action in another           
capacity while holding his office, except that indemnification, unless          
ordered by a court pursuant to subsection 2 or for the advancement of           
expenses made pursuant to subsection 5, may not be made to or on behalf         

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of any director or officer if a final adjudication establishes that his         
act or omissions involved intentional misconduct, fraud or a knowing            
violation of the law and was material to the cause of action. (b) Continues     
for a person who has ceased to be a director, officer, employee or agent        
and endures to the benefit of the heirs, executors and administrators           
of such a person.                                                               

Insofar as indemnification for liabilities arising under the Securities         
Act may be permitted to directors, officers and controlling persons of          
the Registrant pursuant to the foregoing provisions, or otherwise, the          
Registrant has been advised that in the opinion of the Securities and           
Exchange Commission such indemnification is against public policy as            
expressed in the Securities Act and is, therefore, unenforceable.  In           
the event that a claim for indemnification against such liabilities             
(other than the payment by the Registrant of expenses incurred or paid          
by a director, officer or controlling person of the Registrant in the           
successful defense of any action, suit or proceeding) is asserted by            
such director, officer or controlling person in connection with the             
securities being registered, the Registrant will, unless in the opinion         
of its counsel the matter has been settled by controlling precedent, submit     
to a court of appropriate jurisdiction the question whether such                
indemnification by it is against public policy as expressed in the              
Securities Act and will be governed by the final adjudication of such           
issue.                                                                          

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COMPARISON OF RIGHTS OF ECOM AND TTR      

Upon completing the transaction, TTR shareholders will become         
shareholders of eCom.  Because TTR was organized as a limited liability         
company under the laws of the Utah and eCom was incorporated under the laws     
of the State of Nevada, the rights of eCom's shareholders under its Articles    
of Incorporation and Bylaws differ in certain respects from the rights of       
TTR's shareholders under its statutes, being the equivalent of articles of      
incorporation and bylaws.  Certain significant differences between the rights   
of eCom shareholders and TTR shareholders are summarized below.  This summary   
does not, however, purport to be a complete description of all of the           
differences between the rights of shareholders of TTR and the rights of         
shareholders of eCom .                                                          

CLASSIFICATION, REMOVAL, AND NOMINATION OF DIRECTORS                            

Classification.  ecom's Articles of Incorporation and Bylaws do not   
classify its board of directors, and directors are elected each year for a      
one-year term.                                                                  

TTR statutes (articles of organization and bylaws) do not classify    
a term for its board of directors, or managing members.  It being               
understood that directors may be renewed by the majority its members at         
it annual shareholders' meeting.                                                

Amendment of Provisions.  eCom's Bylaws provide that eCom's board of  
directors has the power to make, alter, amend or rescind provisions of          
eCom's Bylaws, except for provisions fixing a quorum for meetings of            
shareholders and provisions regarding removal of directors or filling vacancies 
on the board.                                                                   

Provisions of the statutes (bylaws) of TTR may be amended or rescinded
by a vote of 2/3 of its members attending or represented at extraordinary       
shareholders' meetings.                                                         

Liability of Directors.  eCom's Articles of Incorporation exempt      
Directors from personal liability to the corporation or its shareholders for    
monetary damages for breach of fiduciary duty as a director to the full         
extent permitted by Nevada law.  There is no similar with TTR.                  

PREFERRED STOCK                                                                 

  eCom has 5,000,000 authorized but unissued shares of undesignated stock.
Under governing eCom's Articles of Incorporation, no action by its              
shareholders is necessary, and only action of the board of directors is         
required, to authorize the issuance of any of the undesignated stock.  The      
board of directors is empowered to establish and to designate each class or     
series of the undesignated shares and to set the terms of such shares           
(including terms with respect to redemption, sinking fund, dividend,            
liquidation, preemptive, conversion and voting rights and preferences).         
Accordingly, the board of directors, without shareholder approval, may          
issue such undesignated shares in one or more series of                         

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preferred stock having rights, preferences, privileges or restrictions,         
including voting rights, that may be greater than the rights of holders of      
common stock, provided, however, that the issuance of preferred stock is        
approved by a majority of eCcom's independent directors who do not have an      
interest in the transaction and who have access, at eCom's expense, to          
eCom's or independent legal counsel.                                            

It is not possible to state the actual effect of the issuance of any  
Shares of preferred stock upon the rights of holders of the common stock        
until the board of directors determines the specific rights of the holders      
of such preferred stock. However, the effects might include, among other        
things, restricting dividends on the common stock, diluting the voting power    
of the common stock, impairing the liquidation rights of the common stock and   
delaying or preventing a change in control of eCom without further action by    
the shareholders. eCom has no present plans to issue any shares of preferred    
stock.                                                                          

TTR, is a limited liability company, and its Articles or Organization 
did not authorize any preferred stock.                                          

VOTING RIGHTS; SHAREHOLDER APPROVALS                                            

Under eCom's Articles of Incorporation, holders of common stock are   
entitled to one vote per share on all matters submitted to a vote of the        
shareholders.  eCom's Bylaws provide that, except as specifically required      
otherwise under eCom's Articles or Nevada law, all matters submitted to the     
shareholders are decided by a majority vote of the shares entitled to vote      
and represented at a meeting at which there is a quorum.  eCom's Articles of    
Incorporation require approval by a majority of the shares entitled to vote to  
authorize a merger, exchange, sale of substantially all its assets, or a        
dissolution of eCom .                                                           

Under the TTR statutes (bylaws) holders of common stock are entitled  
to one vote per share on all matters submitted to a vote of the shareholders.   
Except as specifically required otherwise under TTR statutes (bylaws), all      
matters submitted to the shareholders are decided by a majority vote of the     
shares entitled to vote and represented at a meeting at which there             
is a quorum.  Quorum is one-third of the shares for the first notice and        
one-fourth for the second notice if needed because a quorum is not reached      
after the first notice.                                                         

CUMULATIVE VOTING                                                               

Neither eCom's nor TTR's governing documents provides for cumulative  
voting for holders of common stock.                                             

PREEMPTIVE RIGHTS                                                               

Under eCom's and TTR's governing documents, holders of common stock   
are denied preemptive rights.                                                   

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AMENDMENT OF THE ARTICLES OF INCORPORATION                                      

  Under Nevada law, an amendment to the articles of incorporation requires
the affirmative vote of the holders of a majority of the shares present and     
entitled to vote unless a larger affirmative vote is required by the            
corporation's articles.  ecom's Articles of Incorporation do not contain any    
provisions that require a larger affirmative vote in order to amend its         
Articles of Incorporation.                                                      

BUSINESS COMBINATIONS AND CONTROL SHARE ACQUISITIONS                            

Nevada Anti-Takeover Provisions                                                 

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada    
Corporation Law apply to eCom.  Section 78.438 of the Nevada law prohibits      
the Company from merging with or selling eCom or more than 5% of our            
assets or stock to any shareholder who owns or owned more than 10% of any       
stock or any entity related to a 10% shareholder for three years after the      
date on which the shareholder acquired the eCom shares, unless the              
transaction is approved by eCom's Board of Directors.  The provisions           
also prohibit the Company from completing any of the transactions described     
in the preceding sentence with a 10% shareholder who has held the shares more   
than three years and its related entities unless the transaction is approved    
by our Board of Directors or a majority of our shares, other than shares        
owned by that 10% shareholder or any related entity.  These provisions could    
delay, defer or prevent a change in control of eCom.                            

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LEGAL MATTERS 

   The validity of the eCom common stock to be issued in connection with the
transaction will be passed upon for eCom by Thomas C. Cook, Esq.,               
Thomas C. Cook & Associates, Ltd., 4955 South Durango, Suite 214, Las Vegas,    
Nevada  89113.                                                                  

  Certain legal matters for TTR will be passed upon by Scott Welling, 2064
Prospector Ave, Park City, UT  84060.                                           

EXPERTS 

The audited financial statements of eCom as of December 31, 1999 and  
2000, included in this Proxy Statement/Prospectus, have been audited by         
G. Brad Beckstead, CPA, independent public accountants, as indicated in their   
report with respect thereto, and are included herein in reliance upon the       
authority of their report as experts in accounting and auditing.  The audited   
financial statements of TTR as of June 30, 2001, included in this Proxy         
Statement/Prospectus, have been audited by Brian Clark, independent public      
accountants, as indicated in their report with respect thereto, and are         
included herein in reliance upon the authority of their report as experts in    
accounting and auditing.                                                        

WHERE YOU CAN FIND MORE INFORMATION 

eCom files annual, quarterly and special reports, proxy statements and
other information with the SEC.  You may read and copy any reports,             
statements, or other information filed by eCom  at the SEC's public reference   
rooms at 450 5th Street, N.W., Washington, D.C. 20549, or at 7 World Trade      
Center, Suite 1300, New York, New York 10048, or at Citicorp Center, 500 W.     
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at     
1-800-SEC-0330 for more information on the public reference rooms. The SEC      
also maintains an Internet site at "http://www.sec.gov" that contain reports,   
proxy and information statements, and other information regarding issuers,      
like eCom, that file electronically with the SEC.                               

You can also inspect reports, proxy statements and other information  
about eCom at the offices of the Nasdaq National Market, 1735 K Street, N.W.,   
Washington, D.C. 20006.                                                         

eCom has filed with the SEC a Registration Statement on Form S-4 to   
register the eCom common stock to be issued in the transaction.  This Proxy     
Statement/Prospectus is a part of that Registration Statement and constitutes   
a prospectus of eCom in addition to being a proxy statement of eCom for the     
Special Meeting.  As allowed by SEC rules, this Proxy Statement/Prospectus      
does not contain all the information you can find in the Registration           
Statement and the exhibits to the Registration Statement.                       

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 If you would like to request documents from eCom, please do so by [date
One week prior to meeting date], 2001 to receive them before the Special        
Meeting.  Please contact:                                                       

eCom Corporation      
2078 Prospecter Avenue
Park City, UT 84060   
Attn:  Mr. Brian Kitts
  Telephone:  435-655-0856

Neither eCom nor TTR has authorized anyone to provide you with        
information that is different from, or in addition to, what is contained or     
referred to in this Proxy Statement/Prospectus.  eCom has supplied all          
information contained in this Proxy Statement/Prospectus relating to eCom       
and TTR has supplied all information contained herein relating to TTR.          

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INDEX TO FINANCIAL STATEMENTS 

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G. BRAD BECKSTEAD                                                               
---------------------------                                                     
Certified Public Accountant                                                     

                                       330 E. Warm Springs
                                      Las Vegas, NV  89119
                                              702.528.1984
                                       425.928.2877 (efax)

INDEPENDENT ACCOUNTANT'S REVIEW REPORT          
--------------------------------------          

Board of Directors                                                              
eCom Corporation                                                                
(a Development Stage Company)                                                   
Las Vegas, NV                                                                   

I have reviewed the accompanying balance sheet of eCom Corporation (a           
Nevada corporation) (a development stage company) as of September 30, 2001      
and the related statements of operations for the three and nine months          
ended September 30, 2001 and 2000 and for the period October 6, 1998            
(Inception) to September 30, 2001, and statements of cash flows for the         
nine month period ending September 30, 2001 and 2000 and for the period         
October 6, 1998 (Inception) to September 30, 2001.  These financial             
statements are the responsibility of the Company's management.                  

I conducted my reviews in accordance with standards established by the          
American Institute of Certified Public Accountants.  A review of interim        
financial information consists principally of applying analytical               
procedures to financial data, and making inquiries of persons responsible       
for financial and accounting matters.  It is substantially less in scope        
than an audit conducted in accordance with generally accepted auditing          
standards, which will be performed for the full year with the objective of      
expressing an opinion regarding the financial statements taken as a whole.      
Accordingly, I do not express such an opinion.                                  

Based on my reviews, I am not aware of any material modifications that          
should be made to the accompanying financial statements referred to above       
for them to be in conformity with generally accepted accounting principles.     

The accompanying financial statements have been prepared assuming the           
Company will continue as a going concern.  As discussed in Note 2 to the        
financial statements, the Company has had limited operations and has not        
commenced planned principal operations.  This raises substantial doubt          
about its ability to continue as a going concern.  Management's plans in        
regard to these matters are also described in Note 2.  The financial            
statements do not include any adjustments that might result from the            
outcome of this uncertainty.                                                    

I have previously audited, in accordance with generally accepted auditing       
standards, the balance sheet of ECom Corporation (a development stage           
company) as of December 31, 2000, and the related statements of operations,     
stockholders' equity, and cash flows for the year then ended (not presented     
herein) and in my report dated March 29, 2001, I expressed an unqualified       
opinion on those financial statements.                                          

/s/  G. Brad Beckstead                                                          
----------------------                                                          
G. Brad Beckstead, CPA                                                          

November 18, 2001                                                               

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eCom Corp       
(a Development Stage Company)   
Balance Sheet     

                                                                [Download Table]


BALANCE SHEET                                                       
                                     (unaudited)                    
                                       September 30,    December 31,
                                         2001             2000      
                                       -------         -----------  
ASSETS                                                              
                                                                    
Current Assets:                                                     
Cash                                   $        -      $          - 
Funds held in escrow                      629,952         1,079,952 
Short-term note receivable                450,000                -  
                                       ----------       ----------- 
Total current assets                    1,079,952         1,078,204 
                                       ----------       ----------- 

Long Term Receivable                      717,500         1,435,000 
                                       ----------       ----------- 
                                       $1,797,452       $ 2,514,952 
                                       ==========       =========== 

Liabilities and Stockholders' Equity                                

Current liabilities                                                 
  Checks issued in excess                                           
    Of cash available                  $     519        $     1,748 
  Loans from shareholder               $  58,183        $         - 
                                       ----------       ----------- 
    Total current liabilities             58,702              1,748 
                                       ----------       ----------- 

Stockholders' Equity:                                               

Preferred stock, $0.001 par value,                                  
    20,000,000 shares authorized, zero                              
    shares issued and outstanding              -                  - 

Common stock, $0.001 par value,                                     
    80,000,000 shares authorized;                                   
    21,424,190 shares issued and                                    
    outstanding                           21,424             21,424 
Additional paid-in capital             4,132,146          4,132,146 
Subscriptions receivable                (875,000)          (875,000)
(Deficit) accumulated during                                        
development stage                     (1,539,820)          (765,366)
                                      ----------         -----------
                                       1,738,750           2,513,204
                                      ----------         -----------
                                      $1,797,452         $ 2,514,952
                                      ==========         ===========


The accompanying notes are an integral part of these financial statements.      

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eCom Corp     
(a Development Stage Company)   
Statement of Operations   
(unaudited)   
For the Three and Nine Months Ending September 30, 2001 and 2000      
and For the Period October 6, 1999 (Inception) to September 30, 2001      

                                                                [Download Table]


STATEMENT OF OPERATIONS                                                      

                     Three Months Ending  Nine Months Ending   Oct. 6, 1999  
                         September 30,       September 30,    (Inception) to 
                     -------------------  ------------------   September 30, 
                          2001      2000      2001     2000        2001      
                       ----------  -------  -------- --------  ------------- 
                                                                             
Revenue                 $      -   $      -  $      -   $      -   $   8,985 
                        --------   --------  --------   --------   --------- 
Expenses:                                                                    
  General                                                                    
  administrative                                                             
  expenses                 9,138    628,748    56,954    647,423     843,305 
                        --------   --------   --------  --------   --------- 
Total expenses             9,138    628,748    56,954    647,423     843,305 
                        --------   --------   --------  --------   --------- 

Other income:                                                                
  Interest income              -      2,000          -    12,000      12,000 
                        --------   --------   --------  --------   --------- 
Other income                                                                 
      or (expense):                                                          
 Reserve for bad debt   (717,500)        -    (717,500)        -    (717,500)
 Interest income               -         -           -    12,000      12,000 
                        --------   --------   --------  --------   --------- 
Total other income                                                           
      or (expense)      (717,500)        -    (717,500)   12,000    (705,500)
                        --------   --------   --------  --------   --------- 
Net (loss)             $(726,638) $(628,748) $(774,454)$(635,423)$(1,539,820)
                       =========  =========  =========  ========= ===========

Weighted average                                                             
number of                                                                    
common shares                                                                
outstanding            21,424,190 18,956,863 21,424,190 18,163,754 13,844,799
                       ========== ========== ========== ========== ==========

Net loss per share     $  (0.03)  $  (0.03)  $  (0.04)  $  (0.03)  $  (0.11) 
                       =========  =========  =========  =========  ========= 


The accompanying notes are an integral part of these financial statements.      

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eCom Corporation
 (a Development Stage Company)

Statement of Cash Flows 
For the Nine Months Ending September 30, 2001 and 2000    
and For the Period October 6, 1999 (Inception) to September 30, 2001

                                                                [Download Table]


STATEMENT OF CASH FLOWS                                                      

                                                               October 6,    
                                      Nine Months Ending          2000       
                                        September 30,        (Inception) to  
                                    ---------------------     September 30,  
                                       2001        2000          2001        
                                    ---------    --------    -----------     

                                                                             
Cash flows from operating activities                                         
Net (loss)                               $(774,454)   $(635,423) $(1,539,820)
Reserve for bad debt                       717,500            -      717,500 
Adjustments to reconcile net                                                 
(loss) to cash (used)                                                        
by operating activities:                                                     
Increase (decrease) in                                                       
    current liabilities                    (1,229)      (1,053)          519 
                                         --------     ---------   ---------- 
Net cash used by                                                             
   operating activities                   (58,183)    (636,476)     (821,801)
                                         --------     ---------   -----------
Cash flows from investing activities                                         

Short-term note receivable               (450,000)                  (450,000)
Investment in ACS                               -             -   (1,435,000)
                                         --------     ---------   ---------- 
Net cash used                                                                
by investing activities                  (450,000)            -   (1,885,000)
                                         --------     ---------   -----------
Cash flows from financing activities                                         
Issuance of common stock                        -             -    4,153,570 
Subscription receivable                         -         8,000     (875,000)
Loans from shareholder                     58,183             -       58,183 
Funds held in escrow                      450,000             -     (629,952)
                                         --------     ---------   -----------
Net cash provided by                                                         
   financing activities                   508,183         8,000    2,706,801 
                                         --------     ---------   ---------- 
Net (decrease) increase in cash                 -      (628,476)           - 
Cash - beginning                                -            41            - 
                                         ---------     ---------   --------- 
Cash - ending                            $      -     $(628,435)  $        - 
                                         ========     =========   ========== 
Supplemental disclosures:                                                    

   Interest paid                         $      -      $      -   $        - 
                                         ========      ========   ========== 
   Income taxes paid                     $      -      $      -   $        - 
                                         ========      ========   ========== 

Non-cash transaction:                                                        

Value of Common stock issued                                                 
   for services                          $      -      $      -   $  10,,000 
                                         ========      ========   ========== 
  Number of shares issued for services          -             -    1,000,000 
                                         ========      ========   ========== 


The accompanying notes are an integral part of these financial statements.      

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eCom Corporation      
(a Development Stage Company)         
Notes       

Note 1 - Basis of Presentation                                                  

The consolidated interim financial statements included herein, presented        
in accordance with United States generally accepted accounting principles       
and stated in US dollars, have been prepared by the Company, without            
audit, pursuant to the rules and regulations of the Securities and              
Exchange Commission.  Certain information and footnote disclosures              
ormally included in financial statements prepared in accordance with            
generally accepted accounting principles have been condensed or omitted         
pursuant to such rules and regulations, although the Company believes           
that the disclosures are adequate to make the information presented not         
misleading.                                                                     

These statements reflect all adjustments, consisting of normal recurring        
adjustments, which, in the opinion of management, are necessary for fair        
presentation of the information contained therein.  It is suggested that        
these consolidated interim financial statements be read in conjunction with     
the financial statements of the Company for the year ended December 31,         
2000 and notes thereto included in the Company's 10-KSB annual report.          
The Company follows the same accounting policies in the preparation of          
interim reports.                                                                

Results of operations for the interim periods are not indicative of annual      
results.                                                                        

Note 2 - Going concern                                                          

These consolidated financial statements have been prepared in accordance        
with generally accepted accounting principles applicable to a going concern     
which contemplates the realization of assets and the satisfaction of            
liabilities and commitments in the normal course of business. As at             
September 30, 2001, the Company has not recognized significant revenue to       
date and has accumulated operating losses of approximately $1,540,000 since     
inception. The Company's ability to continue as a going concern is              
contingent upon the successful completion of additional financing               
arrangements and its ability to achieve and maintain profitable operations.     
Management plans to raise equity capital to finance the operating and           
capital requirements of the Company.  Amounts raised will be used to            
further development of the Company's products, to provide financing for         
marketing and promotion, to secure additional property and equipment, and       
for other working capital purposes.  While the Company is expending its         
best efforts to achieve the above plans, there is no assurance that any         
such activity will generate funds that will be available for operations.        

These conditions raise substantial doubt about the Company's ability to         
continue as a going concern.  These financial statements do not include         
any adjustments that might arise from this uncertainty.                         

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eCom Corporation      
(a Development Stage Company)         
Notes       

Note 3 - Related party transactions                                             

A shareholder of the Company has loaned $58,183 due 365 days from the date      
of the Note at a rate of 8% per annum.                                          

The Company does not lease or rent any property.  Office services are           
provided without charge by a director.  Such costs are immaterial to            
the financial statements and, accordingly, have not been reflected therein.     
The officers and directors of the Company are involved in other business        
activities and may, in the future, become involved in other business            
opportunities.  If a specific business opportunity becomes available,           
such persons may face a conflict in selecting between the Company and           
their other business interests.  The Company has not formulated a policy        
for the resolution of such conflicts.                                           

Note 4 - Consulting agreements                                                  

The Company entered into a consulting agreement with Jeffery Smith dated        
July 9, 2001. As compensation for entering into this Consulting Agreement       
and for services rendered over the Term, Mr. Smith was granted a warrant        
(the "Warrant") to purchase one hundred fifty thousand (150,000) shares of      
the Company's common stock, par value $0.001 per share, at a purchase price     
of $0.001 per share.  The Warrant may be exercised in whole or in part, for     
a period of ten years from the date of signing the Warrant which shall be       
in the exact form as attached hereto.  The Warrant, pursuant to the consent     
of the Company's Board of Directors, shall be granted in the name of            
Jeffery Smith. The Company registered the shares of common stock underlying     
the above referenced Warrant on a Form S-8 registration statement dated         
July 11, 2001.                                                                  

The Company entered into a consulting agreement with T. J. Jesky dated July     
11, 2001. As compensation for entering into this Consulting Agreement and       
for services rendered over the Term, Mr. Jesky was granted a warrant (the       
"Warrant") to purchase two hundred thousand (200,000) shares of the             
Company's common stock, par value $0.001 per share, at a purchase price         
of $0.001 per share.  The Warrant may be exercised in whole or in part,         
for a period of ten years from the date of signing the Warrant which shall      
be in the exact form as attached hereto.  The Warrant, pursuant to the          
consent of the Company's Board of Directors, shall be granted in the name       
of T. J. Jesky. The Company registered the shares of common stock               
underlying the above referenced Warrant on a Form S-8 registration              
statement dated July 11, 2001.                                                  

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eCom Corporation      
(a Development Stage Company)         
Notes       

The Company entered into a consulting agreement with Frank Speight dated        
August 16, 2001.  As compensation for entering into this Consulting             
Agreement and for services rendered over the Term, Mr. Speight was granted      
a warrant (the "Warrant") to purchase one million (1,000,000) shares of         
the Company's common stock, par value $0.001 per share, at a purchase price     
of $0.001 per share.  The Warrant may be exercised in whole or in part, for     
a period of ten years from the date of signing the Warrant which shall be in    
the exact form as attached hereto.  The Warrant, pursuant to the consent of     
the Company's Board of Directors, shall be granted in the name of Frank         
Speight.  The Company registered the shares of common stock underlying the      
above referenced Warrant on a Form S-8 registration statement dated August      
17, 2001.                                                                       

Note 5 - Reserve for bad debts                                                  

The Company has accrued $717,500 as a 50% reserve against the long-term         
note receivable to ACSSports.com.  The accrual is due to ACSSports.com          
missing its payment due August 2001.  The Company is currently in               
negotiations to collect the payment due and/or restructure the note             
receivable.                                                                     

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Brian Clark Accounting                    Office:  801-368-7834                 
PO Box 382                                   Fax:  801-705-2593                 
Payson, UT 84651                                                                

July 5, 2001                                                                    

TTR HP Motorsport Marinesport Racing LLC                                        
P. O. Box 681077                                                                
Park City, UT  84060                                                            

Board of Directors/Partners                                                     

We have compiled the accompanying statement of assets, liabilities and equity-  
cash basis of TTR HP Motorsport Marinesport Racing LLC as of June 30, 2001,     
and the related statement of revenues and expenses-cash basis for the past 6    
months then ended in accordance with statements on Standards for Accounting     
and Review Services issued by the American Institute of Certified Public        
Accountants.  The financial statements have been prepared on the cash basis     
of accounting, which is a comprehensive basis of accounting other than          
generally accepted accounting principles.                                       

A compilation is limited to presenting in the form of financial statement       
information that is the representation of management.  We have audited and      
reviewed the financial statements and find the transactions are true and        
correct                                                                         

/s/ Brian Clark                                                                 
-------------------------------                                                 
Brian Clark Accounting Services                                                 

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TTR HP Motorsport Marinesport Racing              
07/12/01                
Balance Sheet                 
Cash Basis As of June 30, 2001                

                                                                [Download Table]


BALANCE SHEET                                         
                                           June 30, 01
                                                      
ASSETS                                                
     Current Assets                                   
        Checking/Savings                              
           Zions Bank                      19,850.16  
        Total Checking/Savings             19,850.16  

        Accounts Receivable                           
           Accounts Receivable              7,524.93  
        Total Accounts Receivable           7,524.93  

        Other Current Assets                          
           Inventory Asset                 33,227.60  
           Prepaid Mitek Corp               3,964.57  
        Total Other Current Assets         37,192.17  

     Total Current Assets                  64,567.26  

     Fixed Assets                                     
        Desk                                1,198.17  
        Ipaq H3650                            532.00  
        Pentium 850 Computer                  850.00  
        Printer/ Fax Machine                  655.55  
     Total Fixed Assets                     3,235.72  

TOTAL ASSETS                               67,802.98  

LIABILITIES & EQUITY                                  
     Liabilities                                      
        Current Liabilities                           
           Accounts Payable                           
             Accounts Payable               4,613.62  
           Total Accounts Payable           4,613.62  

        Total Current Liabilities           4,613.62  

     Total Liabilities                      4,613.62  

     Equity                                           
        Brian Stanley Investor             20,000.00  
        Charlie Lewis Investor             20,000.00  
        Greg Allen Investor                25,000.00  
        Matt Slaugh Investor               20,000.00  
        Ron Baxter Investor                40,000.00  
        Terrance Neil Investor             20,000.00  
        Tiny Woolestenhulme                 5,660.83  
        Net Income                        -87,471.47  
     Total Equity                          63,189.36  

TOTAL LIABILITIES & EQUITY                 67,802.98  


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STATEMENTS OF OPERATIONS DATA                                                   

TTR HP Motorsport Marinesport Racing    
07/12/01 Profit & Loss              
Cash Basis January through June 2001              

                                                                [Download Table]


STATEMENT OF INCOME                                               

                                                      Jan - Jun 01
                                                                  
Ordinary Income/Expense                                           
     Income                                                       
        Sales                                          9,816.45   
        Sales Discounts                               -2,336.15   
     Total Income                                      7,480.30   

     Cost of Goods Sold                                           
        Cost of Goods Sold                                        
             Demo's                                    4,793.65   
             Cost of Goods Sold - Other                4,508.39   
          Total Cost of Goods Sold                     9,302.04   

       Total COGS                                      9,302.04   

     Gross Profit                                     -1,821.74   

     Expense                                                      
          Advertising                                  1,605.21   
          Automobile Expense                                      
             Automobile Lease                          4,725.38   
             Automobile Expense - Other                1,402.49   
          Total Automobile Expense                     6,127.87   

          Bank Service Charges                            35.00   
          Discounts                                     -402.10   
          Licenses and Permits                           235.25   
          Miscellaneous                                    0.00   
          Postage and Delivery                           965.85   
          Printing and Reproduction                    6,992.63   
          Professional Fees                                       
             Legal Fees                                3,091.79   
             Management Fees                          45,000.00   
             Professional Fees - Other                 8,000.00   
          Total Professional Fees                     56,091.79   

          Rent                                                    
             Office Rent                               2,350.00   
          Total Rent                                   2,350.00   
          Repairs                                                 
             Computer Repairs                            922.20   
          Total Repairs                                  922.20   

          Research & Development                       6,439.35   
          Supplies                                                
             Office                                    2,026.64   
          Total Supplies                               2,026.64   

          Taxes                                                   
             State                                         2.04   
             Taxes - Other                                22.44   
          Total Taxes                                     24.48   

          Telephone                                    1,301.17   
          Travel & Ent                                            
             Meals                                       530.59   
             Travel                                      572.00   
          Total Travel & Ent                           1,102.59   

       Total Expense                                  85,817.93   

  Net Ordinary Income                                -87,639.67   


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TTR HP Motorsport Marinesport Racing      
07/12/01 Statement of Cash Flows  
 January through June 2001

                                                                [Download Table]


STATEMENT OF CASH FLOWS                                                        

                                                           Jan - Jun 01        
                                                                               
           OPERATING ACTIVITIES                                                
             Net Income                                      -87,471.47        
             Adjustments to reconcile Net Income                               
             to net cash provided by operations:                               
                Accounts Receivable                           -7,524.93        
                Inventory Asset                              -33,227.60        
                Prepaid Mitek Corp                            -3,964.57        
                Accounts Payable                               4,613.62        
           Net cash provided by Operating Activities        -127,574.95        

           INVESTING ACTIVITIES                                                
             Desk                                             -1,198.17        
             Ipaq H3650                                         -532.00        
             Pentium 850 Computer                               -850.00        
             Printer/ Fax Machine                               -655.55        
           Net cash provided by Investing Activities          -3,235.72        

           FINANCING ACTIVITIES                                                
             Brian Stanley Investor                           20,000.00        
             Charlie Lewis Investor                           20,000.00        
             Greg Allen Investor                              25,000.00        
             Matt Slaugh Investor                             20,000.00        
             Ron Baxter Investor                              40,000.00        
             Terrance Neil Investor                           20,000.00        
             Tiny Woolestenhulme                               5,660.83        
           Net cash provided by Financing Activities         150,660.83        

        Net cash increase for period                          19,850.16        

     Cash at end of period                                    19,850.16        

</TABLE                                                                        

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Financial Footnotes for TTR Motorsport Marine Racing LLC:                      

TTR LLC has been in business since January 2001.  They are a start up company  
located in the Park City, Utah area.  The past few months has been used to get 
the main product developed & patented and marketed throughout the country      
which has required the use of operating capital from private investors.        

TTR Revenues have been limited throughout this timeframe.  Because of the      
limited availability of the product to this point in time, most of the         
operating expenses have come from capital donations from investors/partners.   

The largest expense for this time frame has been from the professional         
development of getting the business going and in operational status.  The      
company currently is paying the lease on the partner's automobiles.            

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Appendix A                                                                     

                          STOCK PURCHASE AGREEMENT                             
                              ECOM CORPORATION                                 
                    TTR HP MOTORSPORT MARINESPORT RACING LLC                   
         SHAREHOLDERS OF TTR HP MOTORSPORT MARINESPORT RACING LLC              

                          SHARE EXCHANGE AGREEMENT                             
                          ------------------------                             

MADE EFFECTIVE AS OF September 5, 2001 (the "Effective Date" based on          
shareholder approval of both companies.),                                      

BETWEEN:    eCom Corporation, a company incorporated under the laws of         
            the State of Nevada and having a registered office at              
            2078 Prospecter Avenue, Park City, UT  84060                       

           ("eCom");                                                           

AND:        TTR HP MOTORSPORT MARINESPORT RACING LLC                           
            SHAREHOLDERS OF TTR HP MOTORSPORT MARINESPORT RACING LLC           
            P. O. Box 681077, Park City, UT  84060.                            

           (the "Shareholder(s)");                                             

AND:       Craig Cummings and Anthony Sutera (the "Managers");                 

           ("TTR");                                                            

WHEREAS:                                                                       

A.  The authorized share capital of eCom consists of 80,000,000 common         
shares with a par value of $0.001 each, of which 21,424,190 shares (the        
"eCom Shares") are issued and outstanding;                                     

B.  The Shareholder(s) are the legal and beneficial owners of all the eCom     
shares;                                                                        

C.  TTR is a limited liability Company, organized under the laws of Utah, and  
its shareholders are the legal and beneficial owners of all the TTR shares;    

D.  The Shareholders and eCom have agreed to exchange the eCom common shares   
for TTR shares, on the terms and conditions described in this Agreement; and   

E.  The Managers have been actively involved in the management of TTR and      
the Subsidiary and expect to benefit directly and indirectly from the          
completion of the transactions contemplated herein;                            

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants  
and agreements herein contained, the parties hereto do covenant and agree      
(the "Agreement") as follows:                                                  

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1.  SHARE EXCHANGE                                                             
    --------------                                                             

1.1  Subject to the terms and conditions of this Agreement, the Shareholders   
of TTR and eCom agree that the Shareholders of TTR shall transfer 15 percent   
their TTR Shares to eCom, in exchange for the issue of 4,800,000 common shares 
of eCom (the "eCom Shares") to be distributed on a pro-rata basis to the       
shareholders of TTR.                                                           

1.2  The transactions contemplated under this Agreement (the "Transactions")   
shall be completed (the "Completion") at the offices of eCom's attorney,       
Thomas E. Cook & Associates, or at such other place as may be agreed between   
the parties, at 5:00 p.m. local time in Las Vegas, Nevada or at such other     
time as may be agreed between the parties, (the "Time of Closing") on or       
before June 30, 2002, or on such other date as may be agreed between he        
parties, (the "Closing Date").                                                 

2.  CONDITIONS PRECEDENT                                                       
    --------------------                                                       

2.1  eCom's obligation to carry out the terms of this Agreement and to         
complete its transactions contemplated under this Agreement is subject to      
the fulfillment to the satisfaction of eCom of each of the following           
conditions that:                                                               

     (a)  on or before September 21, 2001 (the "Subject Removal Date"),        
          eCom shall have been able to complete eCom's investigation           
          (defined below) with results to its reasonable satisfaction;         

     (b)  at the Time of Closing, the attorney for the Shareholder shall       
          provide an opinion dated as of the Closing Date, substantially in    
          the form of Schedule A to this Agreement (the "TTR Legal             
          Opinion");                                                           

     (c)  at of the Time of Closing, the Shareholder, the Managers, TTR        
          (collectively, the "TTR Group") shall have complied in all           
          material respects with all of their respective covenants and         
          agreements contained in this Agreement; and                          

     (e)  at of the Time of Closing, the representations and warranties of     
          each of the TTR Group contained in this Agreement or contained in    
          any certificates or documents delivered by any of them pursuant to   
          this Agreement shall be true in all material respects as if such     
          representations and warranties had been made as of the Time of       
          Closing.                                                             

The conditions set forth above are for the exclusive benefit of eCom and       
may be waived by eCom in whole or in part at any time at or before the         
Time of Closing.                                                               

2.2  The Shareholder's obligations to carry out the terms of this Agreement    
and to complete its transactions contemplated under this Agreement are         
subject to the fulfillment to its satisfaction of each of the following        
conditions that:                                                               

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     (a)  on or before the Subject Removal Date, the Shareholder shall have    
          been able to complete the Shareholder's Investigation (defined below)
          with results to its reasonable satisfaction;                         

     (b)  at the Time of Closing, the attorney for eCom shall provide          
          an opinion dated as of the Closing Date, substantially in the form of
          Schedule B to this Agreement (the "eCom Legal Opinion");             

     (c)  at of the Time of Closing, eCom shall have complied in all           
          material respects with all of its covenants and agreements contained 
          in this Agreement; and                                               

     (d)  at of the Time of Closing, the representations and warranties of     
          eCom contained in this Agreement or contained in any                 
          certificates or documents delivered by it pursuant to this           
          Agreement shall be true in all material respects as if such          
          representations and warranties had been made by eCom as of the       
          Time of Closing.                                                     

The conditions set forth above are for the exclusive benefit of the            
Shareholder and may be waived by the Shareholder in whole or in part at        
or before the Time of Closing.                                                 

1.2  The parties acknowledge and agree each with the other that this           
Agreement and all of the transactions contemplated under this Agreement are    
subject to receipt of any regulatory approvals that may be required under      
applicable laws.  If any such approvals are required but are not obtained      
by the Subject Removal Date, then this Agreement shall terminate and be of     
no further force or effect.                                                    

3.  COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS                                 
    ------------------------------------------                                 

3.1  Each of the TTR Group severally covenants and agrees with eCom that       
it shall:                                                                      

     (a)  from and including the Effective Date through to and including the   
          Time of Closing, use its best efforts to permit eCom, through        
          its directors, officers, employees and authorized agents and         
          representatives, at eCom's own cost, full access to the books,       
          records and property of TTR and the Subsidiary including, without    
          limitation, all of the assets, contracts, correspondence, accounts   
          and minute books of TTR and the Subsidiary, so as to permit          
          eCom to make such investigation (the "eCom's Investigation"          
          of TTR and the Subsidiary as eCom considers advisable;               

     (b)  use its reasonable best efforts to obtain any regulatory approvals   
          for this Agreement and the transactions contemplated hereunder       
          required by applicable laws to be obtained by the Shareholder, TTR   
          or the Subsidiary on or before the Subject Removal Date;             

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     (c)  provide to eCom all such further documents, instruments and          
          materials and do all such acts and things as may be reasonably       
          requested in writing by eCom to obtain any regulatory                
          approvals that may be required under applicable laws;                

     (d)  from and including the Effective Date through to and including the   
          Time of Closing, use its reasonable best efforts to ensure that all  
          of its representations and warranties contained in this Agreement    
          or any certificates or documents delivered by it pursuant to this    
          Agreement remain true and correct;                                   

     (e)  from and including the Effective Date through to and including the   
          Time of Closing, use its reasonable best efforts to preserve and     
          protect all of the goodwill, assets, business and undertaking of     
          TTR and the Subsidiary and, without limiting the generality of the   
          foregoing, carry on the businesses of TTR and the Subsidiary in a    
          reasonable and prudent manner; and                                   

     (f)  from and including the Effective Date through to and including the   
          Time of Closing, keep confidential all discussions and               
          communications (including all information communicated therein)      
          between the parties, and all written and printed materials of any    
          kind whatsoever exchanged by the parties, except only any            
          information or material that:                                        

         (i)    was in the public domain at the time of disclosure to a party  
                (the "Recipient");                                             

         (ii)   was already in the possession of the Recipient prior to        
                disclosure, as demonstrated by the Recipient through tangible  
                evidence;                                                      

         (iii)  subsequently enters the public domain through no fault of the  
                Recipient or any officer, director, employee or agent of the   
                Recipient; or                                                  

         (iv)  is required to be disclosed by law or by a court or regulatory  
               authority of competent jurisdiction;                            

and, if so requested by eCom, each of the TTR Group shall use its              
reasonable best efforts to cause any director, officer, employee, authorized   
agent or representative of TTR or the Subsidiary to enter into, and each of    
the TTR Group themselves shall enter into, a non-disclosure agreement with     
eCom in a form acceptable to eCom acting reasonably.                           

3.2  Each of the TTR Group severally covenants and agrees with eCom that,      
from and including the Effective Date through to and including the Time of     
Closing, it shall:                                                             

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     (a)  not do any act or thing that would render any representation or      
          warranty of any of the TTR Group contained in this Agreement or      
          any certificates or documents delivered by any of them pursuant to   
          this Agreement untrue or incorrect; and                              

     (b)  not sell, encumber or dispose of, or negotiate with any other        
          person in respect of a sale, encumbrance or disposition of, any      
          of the TTR Shares, the Subsidiary Shares or any goodwill, assets,    
          business or undertaking of TTR or the Subsidiary, other than a sale  
          of part of the assets of TTR or the Subsidiary for at least fair     
          market value in the ordinary course of business.                     

3.3  Each of the TTR Group acknowledges to and agrees with eCom that           
eCom's Investigation shall in no way limit or otherwise adversely affect       
the rights of eCom as provided for hereunder in respect of the                 
representations and warranties of each of the TTR Group contained in this      
Agreement or in any certificates or documents delivered by any of them         
pursuant to this Agreement.                                                    

3.4  eCom covenants and agrees with the TTR Group that eCom shall:             

     (a)  from and including the Effective Date through to and including the   
          Time of Closing, permit the Shareholder, through his authorized      
          agents and representatives, at the Shareholder's own cost, full      
          access to the books, records and property of eCom including,         
          without limitation, all of the assets, contracts, correspondence,    
          accounts and minute books of eCom, so as to permit the               
          Shareholder to make such investigation (the "Shareholder's           
          Investigation") of eCom as the Shareholder considers advisable;      

     (b)  use its reasonable best efforts to obtain any regulatory approvals   
          for this Agreement and the transactions contemplated hereunder       
          required by applicable laws to be obtained by eCom on or             
          before the Subject Removal Date including, without limitation, all   
          approvals required under applicable securities laws or the rules or  
          policies relating to the OTC Bulletin Board and make any and all     
          filings and provide all notices required under applicable            
          securities laws in connection with this Agreement and the            
          consummation of the transactions contemplated herein, including      
          the issue to the shareholders of the eCom Shares;                    

     (c)  provide to the shareholders all such further documents, instruments  
          and materials and do all such acts and things as may reasonably be   
          requested in writing by the Shareholder to obtain any regulatory     
          approvals that may be required under applicable laws;                

     (d)  from and including the Effective Date through to and including the   
          Time of Closing, do all such acts and things that may be necessary   
          to ensure that all of the representations and warranties of          
          eCom contained in this Agreement or in any certificates or           
          documents delivered by it pursuant to this Agreement remain true     
          and correct; and                                                     

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     (e)  from and including the Effective Date through to and including the   
          Time of Closing, subject to its legal reporting obligations, keep    
          confidential all discussions and communications (including all       
          information communicated therein) between the parties, and all       
          written and printed materials of any kind whatsoever exchanged by    
          the parties, except only any information or material that:           

          (i)  was in the public domain at the time of disclosure to a party   
               (the "Recipient");                                              

          (ii)  was already in the possession of the Recipient prior to        
                disclosure, as demonstrated by the Recipient through tangible  
                evidence;                                                      

          (iii)  subsequently enters the public domain through no fault of     
                 the Recipient or any officer, director, employee or agent     
                 of the Recipient; or                                          

          (iv)  is required to be disclosed by law or by a court or            
                regulatory authority of competent jurisdiction;                

and, if so requested by the TTR, eCom shall arrange for any director,          
officer, employee, authorized agent or representative of eCom to enter into,   
and eCom itself shall enter into, a non-disclosure agreement with TTR in a     
form acceptable to TTR acting reasonably.                                      

3.5  eCom acknowledges to and agrees with the Shareholders that the            
Shareholder's Investigation shall in no way limit or otherwise adversely       
affect the rights of the Shareholder as provided for hereunder in respect of   
the representations and warranties of eCom contained in this Agreement         
or in any certificates or documents delivered by eCom pursuant to this         
Agreement.                                                                     

3.6  eCom covenants and agrees with the TTR Group that, from and               
including the Effective Date through to and including the Time of Closing,     
eCom shall not do any act or thing that would render any representation        
or warranty of eCom contained in this Agreement or any certificates or         
documents delivered by it pursuant to this Agreement untrue or incorrect.      

3.7  At or prior to the Time of Closing, eCom will take all necessary          
corporate action so that the officers and directors of eCom will be as         
follows:                                                                       

Directors:                                                                     
----------                                                                     
     Ian Archibald                                                             
     Laurie Bird Kitts                                                         
     Brian Kitts                                                               

Officers:                                                                      
---------                                                                      
     Ian Archibald                           President                         
     Laurie Bird Kitts                       Corporate Secretary               

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4.  REPRESENTATIONS AND WARRANTIES                                             
    ------------------------------                                             

4.1  In order to induce eCom to enter into this Agreement and complete         
its transactions contemplated hereunder, each of the TTR Group severally       
represents and warrants to eCom that:                                          

     (a)  TTR was duly organized under the laws of the State of Utah           
          and TTR:                                                             

         (i)    is not subject to the reporting issuer requirements of the     
                Securities and Exchange Commission (the "Act");                

         (ii)   has the power, authority and capacity to enter into this       
                Agreement and carry out its terms; and                         

         (iii)  is in good standing under the laws of Utah;                    

     (b)  the Directors and Officers of TTR are as follows:                    

          (i)    Craig Cummings, Ph.D. (the "Managers");                       

          (ii)   Anthony Sutera (the "Managers");                              

     (c)  the authorized and issued share capital of TTR is as set forth       
          in paragraph A of the recitals to this Agreement;                    

     (d)  except for the TTR Shares, there are no documents, instruments       
          or other writings of any kind whatsoever which constitute a          
          "security" of TTR as that term is defined under Utah law and,        
          except as is provided for by operation of this Agreement, there      
          are no options, agreements or rights of any kind whatsoever to       
          acquire directly or indirectly any other shares of TTR from TTR;     

     (e)  the constating documents of TTR have not been altered since its      
          date of Organization;                                                

          (i)  is not subject to the reporting issuer requirements United      
           States Securities and Exchange Commission (the "Act");              

          (ii)  has the power, authority and capacity to enter into this       
                Agreement and carry out its terms; and                         

          (iii)  is in good standing with respect to the filing of annual      
                 reports required under the laws of Utah;                      

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     (f)  TTR has the corporate power to own the Assets and to carry on the    
          business carried on by it, and TTR is duly qualified to carry on     
          business in all jurisdictions in which it carries on business;       

     (m)  TTR has good and sufficient power, authority and capacity to enter   
          into this Agreement and complete its respective transactions         
          contemplated under this Agreement on the terms and conditions set    
          forth herein;                                                        

     (n)  none of the TTR Group has incurred any liability for agency,         
          brokerage, referral or finder's fees, commissions or compensation    
          of any kind whatsoever with respect to this Agreement or any         
          transaction contemplated under this Agreement; and                   

     (o)  the representations and warranties of the TTR Group contained in     
          this Agreement disclose all material facts known to each of them     
          specifically relating to the transactions involving the              
          Shareholders and TTR contemplated under this Agreement which         
          materially and adversely affect, or in the future may materially     
          and adversely affect, their respective abilities to perform their    
          respective obligations under this Agreement or the value of the      
          TTR Shares, or the Assets.                                           

4.2  In order to induce eCom to enter into this Agreement and complete         
its transactions contemplated hereunder, each of the Managers jointly and      
severally represents and warrants to eCom that:                                

     (a)  he has good and sufficient power, authority and capacity to enter    
          into this Agreement and complete the transactions contemplated       
          under this Agreement on the terms and conditions set forth herein;   

     (b)  no third party privacy or intellectual property rights, including    
          without limitation, copyright, trade secret or patent rights, were   
          violated in the creation, compilation or acquisition of, or are      
          violated by the use of, any of the Assets by TTR, or by any party    
          through whom TTR acquired title or a license or to whom TTR has      
          granted a license in respect of the Assets;                          

     (c)  all of the material transactions of TTR have been promptly and       
          properly recorded or filed in or with the books or records of TTR    
          and the minute books of TTR contain all records of the meetings and  
          proceedings of the shareholders and directors of TTR since its       
          incorporation;                                                       

     (d)  TTR holds all material licenses and permits that are required for    
          carrying on their respective businesses in the manner in which such  
          businesses have been carried on;                                     

     (e)  except as specified in Schedule C to this Agreement, TTR             
          is the registered and beneficial owner of each of the                
          properties and assets used by TTR or the Subsidiary and which is     
          necessary or useful in the conduct of its business (collectively     
          the "Assets"), which are owned as indicated therein;                 

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         (i)  TTR has good and marketable exclusive title to each of the       
              Assets free and clear of all licenses, liens, charges and        
              encumbrances of any kind whatsoever save and except              
              those specified as "Permitted Encumbrances" on Schedule C.       

     (f)  each item of machinery and equipment of any kind whatsoever          
          comprised in the Assets is in reasonable operating condition and     
          in a state of reasonable maintenance and repair taking into account  
          its age and use;                                                     

     (g)  all of the bank accounts and safety deposit boxes of TTR             
          are listed on Schedule C to this Agreement;                          

     (h)  the audited financial statements of TTR the period ending June 30,   
          2000 (collectively the "TTR Statements"), copies of which are        
          attached as Schedule D to this Agreement, are true and correct       
          in every material respect and present fairly and accurately the      
          financial position and results of the operations of TTR for the      
          periods indicated, and have been prepared in accordance              
          with generally accepted accounting principles applied on a           
          consistent basis;                                                    

     (i)  the TTR Statements disclose all material financial transactions of   
          TTR since it respective date of organization to the date of such     
          financial statements and such transactions have                      
          been fairly and accurately recorded;                                 

     (j)  except as disclosed in the TTR Statements:                           

          (i)  no dividends or other distributions of any kind whatsoever on   
               any shares in the capital of TTR have been  made, declared or   
               authorized;                                                     

          (ii)  no new machinery or equipment of any kind whatsoever has been  
                ordered by, or installed or assembled on the premises of,      
                TTR, except in the ordinary course of business and for         
                machinery and equipment received and/or ordered in connection  
                with the expansion of TTR all having a cost of not more than   
                $10,000.                                                       

          (iii)  TTR is not indebted to its Shareholder(s):                    

          (iv)  none of the Shareholder(s) or any other officer, director      
                or employee of TTR is indebted or under obligation to TTR on   
                any account whatsoever; and                                    

          (v)  neither TTR has guaranteed or agreed to guarantee any debt,     
               liability or other obligation of any kind whatsoever of any     
               person, firm or corporation of any kind whatsoever;             

     (k)  there are no material financial liabilities of TTR, whether direct,  
          indirect, absolute, contingent or otherwise, which are not           
          disclosed or reflected in the TTR Statements, except for             
          liabilities arising in the ordinary course of business since the     
          date thereof and liabilities in respect thereof;                     

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     (l)  to the best of its knowledge, any accounts receivable of TTR         
          shown in the TTR Statements are bona fide, good and collectible      
          without setoff or counterclaim;                                      

     (m)  the current directors, officers, key employees and independent       
          contractors and consultants of TTR, and all of their current         
          compensation arrangements with TTR, whether as directors,            
          officers or employees of, or as independent contractors or           
          consultants, are as listed on Schedule E to this Agreement;          

     (n)  no future payments of any kind whatsoever have been authorized or    
          provided by TTR directly or indirectly to or on behalf of the        
          Shareholder(s), the Managers or any of the directors, officers,      
          key employees, independent contractors or consultants                
          of TTR except in accordance with those compensation arrangements     
          specified on Schedule E to this Agreement or except as contemplated  
          by this Agreement;                                                   

     (o)  there are no pensions, profit sharing, group insurance or similar    
          plans or other deferred compensation plans of any kind whatsoever    
          affecting TTR other than those specified on Schedule E to this       
          Agreement;                                                           

     (p)  TTR is not now, or has ever been, a party to any collective          
          agreement with any labor union or other association of employees     
          of any kind whatsoever, no collective bargaining agent has been      
          certified in respect of TTR and there is no application pending      
          for certification of a collective bargaining agent in respect of     
          TTR;                                                                 

     (q)  the contracts and agreements included on Schedule E to this          
          Agreement and those additional contracts and agreements specified    
          on Schedule F to this Agreement constitute all of the contracts      
          and agreements of TTR which are currently outstanding and which      
          involve expenditures or receipts of $10,000.00 or more per annum,    
          or licensing of or access to any of the Assets, (collectively the    
          "Material Contracts");                                               

     (r)  except as is noted on the appropriate Schedule to this Agreement,    
          the Material Contracts are valid and enforceable and TTR, as the     
          case may be, is not in material default thereunder and, to the best  
          of its knowledge, the other party or parties thereto are not in      
          material default thereunder;                                         

     (s)  TTR has not licensed, leased, transferred, disposed of or            
          encumbered any of the Assets in any way, or permitted any third      
          party access to any of the Assets the value of which may be          
          compromised by such access, including in particular the source       
          code to any computer software or any trade secret information        
          included in the Assets, except only in accordance with the terms     
          of the Material Contracts;                                           

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     (t)  all tax returns and reports of TTR required by law to have been      
          filed have been filed and are substantially true, complete and       
          correct and all taxes and other government charges of any kind       
          whatsoever of TTR have been paid or accrued in the TTR Statements;   

     (u)  TTR has not:                                                         

          (i)  made any election under any applicable tax legislation with     
               respect to the acquisition or disposition of any property at    
               other than fair market value;                                   

          (ii)  acquired any property for proceeds greater than the fair       
                market value thereof; or                                       

          (iii)  disposed of anything for proceeds less than the fair market   
                 value thereof;                                                

     (v)  TTR has made all elections required to have been made under any      
          applicable tax legislation in connection with any distributions      
          made by either of them and all such elections were true and          
          correct and filed in the prescribed form and within the prescribed   
          time period;                                                         

     (w)  adequate provision has been made on the TTR Statements for taxes     
          payable by TTR to the date thereof and there are no agreements,      
          waivers or other arrangements of any kind whatsoever providing for   
          an extension of time with respect to the filing of any tax return    
          by, or payment of, any tax or governmental charge of any kind        
          whatsoever by TTR;                                                   

     (x)  TTR does not have any contingent tax liabilities of any kind         
          whatsoever, and there are no grounds which would prompt              
          a material reassessment of TTR, including for aggressive treatment   
          of income or expenses in earlier tax returns filed;                  

     (y)  there are no amounts outstanding and unpaid for which TTR has        
          previously claimed a deduction under any applicable tax              
          legislation;                                                         

     (z)  TTR has made all collections, deductions, remittances and payments   
          of any kind whatsoever and filed all reports and returns required    
          by it to be made or filed under the provisions of all applicable     
          statutes requiring the making of collections, deductions,            
          remittances or payments of any kind whatsoever in those              
          jurisdictions in which TTR carries on business;                      

     (aa)  to the best of its knowledge there are no actions, suits,           
           judgements, investigations or proceedings of any kind whatsoever    
           outstanding, pending or threatened against or affecting TTR, at     
           law or in equity or before or by any federal, state, municipal      
           or other governmental department, commission, board, bureau or      
           agency of any kind whatsoever and, to the best of its knowledge,    
           there is no basis therefor;                                         

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     (bb)  the execution and delivery of this Agreement, the performance of    
           their respective obligations under this Agreement and the           
           Completion will not:                                                

          (i)  conflict with, or result in the breach of or the acceleration   
               of any indebtedness under, or constitute default under, any     
               of the constating documents of TTR or, to the best of its       
               knowledge, any of the terms of any indenture, mortgage,         
               agreement, lease, licence or other instrument of any kind       
               whatsoever to which any of the TTR Group is a party             
               or by which any of them is bound, or any judgement or order of  
               any kind whatsoever of any court or administrative body of any  
               kind whatsoever by which any of them is bound; nor              

          (ii)  to the best of its knowledge, result in the violation of any   
                law or regulation of any kind whatsoever by any of TTR Group;  
                and                                                            

     (cc)  to the best of his knowledge, TTR is not in material breach of      
           any applicable law, ordinance, statute, regulation, by-law, order   
           or decree of any kind whatsoever including, without limitation,     
           any applicable securities laws.                                     

4.3  In order to induce eCom to enter into this Agreement and complete         
its transactions contemplated hereunder, the Shareholder(s) represent and      
warrants to eCom that:                                                         

     (a)  the TTR Shares are and will on the Closing Date immediately prior    
          to Completion be validly issued and outstanding fully paid and non-  
          assessable common shares of TTR registered in the name of, and       
          legally and beneficially owned by, the Shareholder, free and clear   
          of all voting restrictions, trade restrictions, liens, claims,       
          charges or encumbrances of any kind whatsoever;                      

     (b)  the Shareholder(s) have good and sufficient power, authority and     
          capacity to enter into this Agreement and complete the transactions  
          contemplated under this Agreement on the terms and conditions set    
          forth herein, and in particular to exchange the TTR Shares to        
          eCom as contemplated herein;                                         

     (c)  there are no actions, suits, judgements, investigations or           
          proceedings of any kind whatsoever outstanding, pending or           
          threatened against or affecting the Shareholder at law or in equity  
          or before or by any federal, provincial, state, municipal or other   
          governmental department, commission, board, bureau or agency of any  
          kind whatsoever which in any way relate to the TTR Shares or could   
          affect the ability of the Shareholder to perform his obligations     
          hereunder and to the best of his knowledge there is no basis         
          therefor;                                                            

     (d)  so far as the Shareholder(s) is aware, based solely on having made   
          appropriate inquiries of the Managers, each of the representations   
          of the Managers in paragraph 4.2 of this Agreement are correct in    
          all material respects;                                               

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     (e)  the Shareholder(s) have such knowledge and experience in financial   
          and business matters as to be capable of evaluating the merits       
          and risks of an investment in the eCom Shares and is able to         
          bear the economic risk of loss of the Shareholder's entire           
          investment;                                                          

     (f)  eCom has provided to the Shareholder(s) the opportunity to ask       
          questions and receive answers concerning the terms and conditions    
          of the issuance of the eCom Shares and the Shareholder has           
          had access to such information concerning eCom as he has             
          considered necessary or appropriate in connection with the           
          investment decision to acquire the eCom Shares;                      

     (g)  the Shareholder(s) are acquiring the eCom Shares for his their       
          accounts, for investment purposes only and not with a view to any    
          resale, distribution or other disposition of the eCom Shares         
          in violation of the United States securities laws;                   

     (h)  the Shareholder(s) have not agreed to acquire the eCom Shares        
          as a result of any form of general solicitation or general           
          advertising, including advertisements, articles, notices or          
          other communications published in any newspaper, magazine or         
          similar media or broadcast over radio, or television, or any         
          seminar or meeting whose attendees have been invited by general      
          solicitation or general advertising; and                             

----------------------------------------------------------                     

4.4  The Shareholder(s) acknowledges and agrees that:                          

     (a)  the eCom Shares have not been registered under the United States     
          Securities Act of 1933 (the "Securities Act") or the securities      
          laws of any state of the United States or other jurisdiction and     
          that the exchange contemplated hereby is being made in reliance on   
          the Shareholder's representations and warranties regarding the       
          circumstances required for an exemption from such registration       
          requirements; however, eCom has made a commitment to the             
          Shareholder(s) to register such shares with the SEC.                 

     (b)  the issuance of the eCom Shares has not been approved or             
          disapproved by the United States Securities and Exchange             
          Commission, any state securities agency, or any foreign              
          securities agency;                                                   

     (c)  if the Shareholder decides to offer, sell or otherwise transfer      
          any of the eCom Shares, he will not offer, sell or otherwise         
          transfer any of the eCom Shares directly or indirectly, unless:      

          (i)  the sale is to eCom;                                            

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          (ii)  the sale is made pursuant to a valid registration or an        
                exemption from the registration requirements under the         
                Securities Act provided by Rule 144 thereunder and in          
                accordance with any applicable state securities or "Blue       
                Sky" laws; or                                                  

          (iii)  the eCom Shares are sold in a transaction that does           
                 not require registration under the Securities Act or any      
                 applicable state laws and regulations governing the offer     
                 and sale of securities, and he has prior to such sale         
                 furnished to eCom an opinion of counsel reasonably            
                 satisfactory to eCom.                                         

4.5  The Shareholder consents to eCom making a notation on its records         
or giving instructions to any transfer agent of eCom in order to               
implement the restrictions on transfer set forth and described herein,         
until such time that the shares have been registered with the SEC.             

4.6  The Shareholder acknowledges and accepts that there may be material tax   
consequences to a shareholder in respect of an acquisition or disposition of   
the eCom Shares, and that eCom gives no opinion and makes no                   
representation with respect to the tax consequences to the Shareholder under   
United States, state, local or foreign tax law in respect of the Shareholder's 
acquisition or disposition of the eCom Shares.                                 

4.7  In order to induce the TTR Group to enter into this Agreement and         
complete its transactions contemplated hereunder, eCom represents and          
warrants to the TTR Group that:                                                

     (a)  eCom was and remains duly incorporated and validly existing          
          under the laws of the State of Nevada, and eCom is in good           
          standing with respect to all filings required by the Nevada          
          Secretary of State;                                                  

     (b)  the authorized capital of eCom consists of 85,000,000 shares,        
          consisting of 80,000,000 common shares with a par value of           
          $0.001 per share and 5,000,000 preference shares with a par value    
          of $0.001 per share, of which 21,424,190 common shares (the          
          "Outstanding Shares") and no preferred shares were validly           
          authorized, created, allotted, issued and outstanding as fully       
          paid and non-assessable shares as of the Effective Date and          
          4,800,000 common shares (the "Reserved Shares") were reserved        
          for issuance as of the Effective Date;                               

     (c)  other than as contemplated in this Agreement, no further             
          "securities" as described in the "Act") of eCom will be issued       
          after the Effective Date, and there are no commitments, plans or     
          arrangements of any kind whatsoever to issue any securities of       
          eCom, nor are there any outstanding options, warrants, convertible   
          securities or other rights of any kind whatsoever calling for the    
          issuance of any of the unissued shares of eCom;                      

     (d)  the eCom Shares to be issued on Completion will be, when             
          issued, validly issued as fully paid and non-assessable and          
          registered in the name of the Shareholder(s);                        

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     (e)  eCom has good and sufficient power, authority and capacity           
          to enter into this Agreement and complete its transactions           
          contemplated under this Agreement on the terms and conditions        
          set forth herein;                                                    

     (f)  the common shares of eCom are currently quoted on the OTC            
          Bulletin Board;                                                      

     (g)  eCom is in material compliance with all applicable laws              
          including, without limitation, all applicable U.S. securities laws;  

     (h)  the constating documents of eCom have not been altered since         
          the incorporation of eCom;                                           

     (i)  there has been no material adverse change to the financial position  
          of eCom since 30 September 2001, as set forth in the reviewed        
          financial statements of eCom as of that date, which financial        
          statements have been prepared in accordance with generally accepted  
          accounting principles applied on a consistent bass with prior        
          periods and which are attached as Schedule G to this Agreement (the  
          "eCom Statement");                                                   

     (j)  the eCom Statements disclose all material financial                  
          transactions of eCom since its date of incorporation and             
          such transactions have been fairly and accurately recorded;          

     (k)  to the best of its knowledge, any accounts receivable eCom           
          shown in the eCom Statements are bona fide, good and                 
          collectible without setoff or counterclaim;                          

     (l)  eCom does not have any property or assets except those listed        
          on its financial statements;                                         

     (m)  eCom has not disposed of any property or assets except               
          those listed in Schedule I to this Agreement;                        

     (n)  all of the bank accounts and safety deposit boxes of eCom            
          are listed on Schedule C to this Agreement;                          

     (o)  there are no material financial liabilities of eCom, whether         
          primary, secondary, direct, indirect, absolute, contingent or        
          otherwise, under or in respect of any contract, agreement,           
          arrangement, commitment or undertaking which are not disclosed or    
          reflected in the ECom Statements except for liabilities              
          arising in the ordinary course since the date thereof;               

     (p)  eCom has not entered into any indenture, mortgage, agreement,        
          lease, license or other instrument of any kind whatsoever relating   
          to any indebtedness;                                                 

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     (q)  eCom has not entered into and is not currently a party to any        
          material contracts except those listed in Schedule J to this         
          Agreement, and all such contracts are valid and enforceable and      
          eCom is not in default thereunder and, to the best of its            
          knowledge, the other parties thereto are not in material             
          thereunder;                                                          

     (r)  eCom has not had and does not currently have any employees or        
          any compensation arrangements with any employees, independent        
          consultants or consultants;                                          

     (s)  no payments of any kind whatsoever have been made or authorized by   
          eCom directly or indirectly to or on behalf of any of its            
          shareholders, or any of its directors or officers;                   

     (t)  there are no pensions, profit sharing, group insurance or similar    
          plans or other deferred compensation plans of any kind whatsoever    
          effecting eCom;                                                      

     (u)  the Directors and Officers of eCom are as follows:                   

          (i)    Ian Archibald;                                                

          (ii)   Laurie Bird Kitts;                                            

          (iii)  Brian Kitts                                                   

     (v)  all tax returns and reports of eCom required by law have             
          been filed and are substantially true, complete and correct and      
          all taxes and other government charges of any kind whatsoever of     
          eCom have been paid or accrued in eCom statements;                   

     (w)  eCom has not:                                                        

          (i)  made an election under any applicable tax legislation with      
               respect to the acquisition or disposition of any property at    
               other than fair market value; or                                

          (ii)  acquired or disposed of any property at other than fair        
                market value;                                                  

     (x)  eCom has made all elections required to have been made under         
          any applicable tax legislation in connection with any distributions  
          made by it and all such elections were true and correct and filed    
          in the prescribed time period;                                       

     (y)  adequate provisions have been made on the eCom Statements for        
          taxes payable by eCom for the current period for which tax           
          returns are not yet required to be filed and there are no            
          agreements, waivers or other arrangements of any kind                
          whatsoever providing for an extension of time with respect           
          to the filing of any tax return by, or payment of, any tax           
          or governmental charge of any kind whatsoever by eCom;               

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     (z)  eCom does not have any contingent tax liabilities of any kind        
          whatsoever, and there are no grounds which would prompt a re-        
          assessment of eCom, including for aggressive treatment of            
          income or expenses in early tax returns filed;                       

     (aa)  there are no amounts outstanding and paid for which eCom            
           has previously claimed a deduction under any applicable tax         
           legislation;                                                        

     (bb)  eCom has made all collections, deductions, remittances and          
           payments of any kind whatsoever and filed all reports and returned  
           required to be made or filed under the provisions of all            
           applicable statutes requiring the making of collections,            
           deductions, remittances or payments of any kind whatsoever;         

     (cc)  there are no actions, suits, judgments, investigations or           
           proceedings of any kind whatsoever outstanding, pending or          
           threatened against or effecting ECom at law or in equity            
           or by any federal, state, municipal or other governmental           
           department, commission, board, bureau or agency of any kind         
           whatsoever and there is no basis therefor;                          

     (dd)  the execution and delivery of this Agreement, the performance of    
           its obligations under this Agreement and the Completion will not:   

          (i)  conflict with, or result in a breach of, or constitute default  
               under, any of the material contracts or the constating          
               documents of eCom; or                                           

          (ii)  to the best of its knowledge, result in the violation of any   
                law or regulation of any kind whatsoever by eCom; and          

     (ee)  eCom has not incurred any liability for agency, brokerage,          
           referral or finders' fees, commissions or compensation of any kind  
           whatsoever with respect to this Agreement or any transaction        
           contemplated by this Agreement.                                     

4.8  The representations and warranties of eCom contained in this Agreement    
shall be true at the Time of Closing as though they were made at the Time      
of Closing, and they shall survive the Completion and remain in full           
force and effect thereafter for the benefit of the Shareholder.                

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5.  INDEMNITIES                                                                
    -----------                                                                

5.1  Notwithstanding the Completion of the transactions contemplated under     
this Agreement or eCom's Investigation, the representations, warranties        
and acknowledgements of any of the TTR Group contained in this Agreement or    
any certificates or documents delivered by any of them pursuant to this        
Agreement shall survive the Completion and shall continue in full force and    
effect thereafter for the benefit of eCom  If any of the representations,      
warranties or acknowledgements given by any of the TTR Group is found to be    
untrue or there is a breach of any covenant or agreement in this Agreement on  
the part of any of the TTR Group, then the party or parties responsible shall  
jointly and severally indemnify and save harmless eCom from and against        
any and all liability, claims, debts, demands, suits, actions, penalties,      
fines, losses, costs (including legal fees, disbursements and taxes as         
charged on a lawyer and own client basis), damages and expenses of any kind    
whatsoever which may be brought or made against eCom by any person, firm or    
corporation of any kind whatsoever or which may be suffered or incurred by     
eCom, directly or indirectly, arising out of or as a consequence of any        
such misrepresentation or breach of warranty, acknowledgement, covenant or     
agreement.  Without in any way limiting the generality of the foregoing, this  
shall include any loss of any kind whatsoever which may be suffered or         
incurred by eCom, directly or indirectly, arising out of any material          
assessment or reassessment levied upon TTR or the Subsidiary for tax,          
interest and/or penalties relating to any period of business operations up     
to and including the Closing Date and all claims, demands, costs (including    
legal fees, disbursements and taxes as charged on a lawyer and own client      
basis) and expenses of any kind whatsoever in respect of the foregoing.        

5.2  Notwithstanding the Completion of the transactions contemplated under     
this Agreement or the Shareholder's Investigation, the representations,        
warranties and acknowledgements of eCom contained in this Agreement or         
any certificates or documents delivered by eCom pursuant to this               
Agreement shall survive the Completion and shall continue in full force and    
effect thereafter for the benefit of the Shareholder.  If any of the           
representations, warranties or acknowledgements given by eCom is found         
to be untrue or there is a breach of any covenant or agreement in this         
Agreement on the part of eCom, then eCom shall indemnify and save              
the Shareholder harmless from and against any and all liability, claims,       
debts, demands, suits, actions, penalties, fines, losses, costs (including     
legal fees, disbursements and taxes as charged on a lawyer and own client      
basis), damages and expenses of any kind whatsoever which may be brought or    
made against the Shareholder by any person, firm or corporation of any kind    
whatsoever or which may be suffered or incurred by the Shareholder, directly   
or indirectly, arising out of or as a consequence of any such                  
misrepresentation or breach of warranty, acknowledgement, covenant or          
agreement.  Without in any way limiting the generality of the foregoing, this  
shall include any loss of any kind whatsoever which may be suffered or         
incurred by the Shareholder, directly or indirectly, arising out of any        
material assessment or reassessment levied upon eCom for tax, interest         
and/or penalties relating to any period of business operations up to and       
including the Closing Date and all claims, demands, costs (including legal     
fees, disbursements and taxes as charged on a lawyer and own client basis)     
and expenses of any kind whatsoever in respect of the foregoing.               

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6.  CLOSING                                                                    
    -------                                                                    

6.1  At the Time of Closing, the TTR Group shall deliver to the attorney       
for eCom:                                                                      

     (a)  certified true copies of the resolutions of the directors of TTR     
          and the Subsidiary evidencing that the directors of TTR and the      
          Subsidiary have approved this Agreement and all of the transactions  
          of TTR and the Subsidiary contemplated hereunder, specifically       
          referring to:                                                        

          (i)  the exchange and transfer of the TTR Shares from the            
               Shareholder to eCom as provided for in this Agreement;          

          (ii)  the cancellation of the share certificates (the "Old Share     
                Certificates") representing the TTR Shares held as set forth   
                in paragraph B of the recitals to this Agreement; and          

          (iii)  the issuance of a new share certificate (the "New Share       
                 Certificate") representing the TTR Shares registered in the   
                 name of eCom;                                                 

     (b)  the Old Share Certificates;                                          

     (c)  the New Share Certificate;                                           

     (d)  all copies and records of all source and object code for all         
          software included in the Assets;                                     

     (e)  releases in the form of Schedule K to this Agreement (the            
          "Releases") from each of the Shareholder and the Managers of all     
          claims against TTR or the Subsidiary for outstanding amounts owing   
          by either of TTR or the Subsidiary on account of any loans,          
          bonuses, reimbursements, compensation, fees, royalties, dividends    
          or other consideration whatsoever as at the Closing Date other than  
          for the advances referred to in paragraph 7.2 and for accrued        
          salary since the last regular payday;                                

     (f)  the TTR Legal Opinion;                                               

     (g)  certificates of confirmation from each of the Shareholder, the       
          Managers, TTR and the Subsidiary substantially in the form of        
          Schedule L to this Agreement;                                        

     (h)  the consent of the directors and officers specified in paragraph     
          3.6; and                                                             

     (i)  any other materials that are, in the opinion of the attorneys        
          for eCom, reasonably required to complete the transactions           
          contemplated under this Agreement.                                   

6.2  At the Time of Closing, eCom shall deliver to the attorney for            
the TTR Shareholder(s):                                                        

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     (a)  certified true copies of the resolutions of the directors and, if    
          shareholder approval is required, of the shareholders of eCom,       
          evidencing that the directors and, as applicable, the shareholders,  
          of eCom have approved this Agreement and all of the                  
          transactions of eCom contemplated hereunder, including the           
          issuance of the eCom Shares in exchange for the TTR Shares;          

     (b)  a share certificate representing the eCom Shares registered          
          in the name of the Shareholder(s) or written confirmation from       
          eCom's stock transfer agent that the Shareholder has been            
          registered as the owner of the eCom Shares, the eCom                 
          Shares have been allotted and issued and a share certificate         
          representing the eCom Shares registered in the name of the           
          Shareholder will be delivered to the order of the Shareholder as     
          soon as practicable;                                                 

     (c)  all minute books, business records, titles and papers of eCom;       

     (d)  the resignation of the current directors and officers of eCom,       
          effective on Completion, together with a Release from each such      
          director and officer in the form of Schedule K;                      

     (e)  the eCom Legal Opinion; and                                          

     (f)  a certificate of confirmation signed by a director or officer of     
          eCom substantially in the form of Schedule M to this Agreement.      

7.  BUSINESS MATTERS                                                           
    ----------------                                                           

7.1  eCom agrees that it will file a registration statement to effect the      
qualification and registration under applicable U.S. securities laws of the    
resale of the eCom Shares and the Company will pay all costs and expenses      
in connection with the preparation and filing of such registration statement.  
 The Shareholder shall be responsible for underwriting and brokerage           
commissions payable in connection with such sale.                              

8.  GENERAL                                                                    
    -------                                                                    

8.1  Time and each of the terms and conditions of this Agreement shall be of   
the essence of this Agreement and any waiver by the parties of this paragraph  
8.1 or any failure by them to exercise any of their rights under this          
Agreement shall be limited to the particular instance and shall not extend to  
any other instance or matter in this Agreement or otherwise affect any of      
their rights or remedies under this Agreement.                                 

8.2  The Schedules to this Agreement incorporated by reference and the         
recitals to this Agreement constitute a part of this Agreement.                

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8.3  This Agreement constitutes the entire Agreement between the parties       
hereto in respect of the matters referred to herein and there are no           
representations, warranties, covenants or agreements, expressed or implied,    
collateral hereto other than as expressly set forth or referred to herein.     

8.4  The headings in this Agreement are for reference only and do not          
constitute terms of the Agreement.                                             

8.5  The provisions contained in this Agreement which, by their terms,         
require performance by a party to this Agreement subsequent to the Closing     
Date of this Agreement, shall survive the Closing Date of this Agreement.      

8.6  No alteration, amendment, modification or interpretation of this          
Agreement or any provision of this Agreement shall be valid and binding upon   
the parties hereto unless such alteration, amendment, modification or          
interpretation is in written form executed by the parties directly affected    
by such alteration, amendment, modification or interpretation.                 

8.7  It is intended that all of the provisions of this Agreement will be       
fully binding and effective between the parties.  If any particular provision  
or provisions or a part of one or more is held to be invalid, illegal, void,   
voidable or unenforceable for any reason whatsoever in any jurisdiction, then  
that particular provision or part of the provision or those provisions will    
be deemed severed from the remainder of this Agreement.  The remainder of      
this Agreement will not be affected by the severance and will remain in full   
force and effect.                                                              

8.8  Whenever the singular or masculine is used in this Agreement the same     
shall be deemed to include the plural or the feminine or the body corporate    
as the context may require.                                                    

8.9  The parties hereto shall execute and deliver all such further documents   
and instruments and do all such acts and things as any party may, either       
before or after the Closing Date, reasonably require in order to carry out     
the full intent and meaning of this Agreement.                                 

8.10  Any notice, request, demand and other communication to be given under    
this Agreement shall be in writing and shall be delivered by hand to the       
appropriate party at the address as first set out above or to such other       
addresses or by such other means as may be designated in writing by the        
parties hereto in the manner provided for in this paragraph, and shall be      
deemed to have been received on the date of delivery by hand, or if delivered  
by e-mail or telecopy, then on the date transmission completes.                

8.11  This Agreement will endure to the benefit of and be binding on the       
parties hereto and their respective heirs, executors, administrators,          
successors and permitted assigns.                                              

8.12  This Agreement shall be subject to, governed by, and construed in        
accordance with the laws of the State of Nevada.                               

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8.13  This Agreement may be signed by the parties in as many counterparts as   
may be deemed necessary, each of which so signed shall be deemed to be an      
original, and all such counterparts together shall constitute one and the      
same instrument.                                                               

IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of   
the Effective Date:                                                            

THE CORPORATE SEAL of                 )                                        
eCom Corporation                      )                                        
was hereunto affixed in the presence  )                                        
of its authorized signatory(ies)      )                                        
                                      )                                        
-----------------------------------   )                           c/s          
Name:   Ian Archibald                 )                                        
                                      )                                        
--------------------------------------)                                        
Title   President                     )                                        
                                      )                                        
--------------------------------------)                                        
Name:   Laurie Bird Kitts             )                                        
                                      )                                        
--------------------------------------)                                        
Title   Secretary                     )                                        
                                      )                                        
--------------------------------------)                                        

THE CORPORATE SEAL of                 )                                        
TTR HP MOTORSPORT MARINESPORT         )                                        
RACING LLC                            )                                        
was hereunto affixed in the presence  )                                        
of its authorized signatory(ies)      )                                        
                                      )                                        
-----------------------------------   )                           c/s          
Name:  Craig D. Cummings              )                                        
                                      )                                        
--------------------------------------)                                        
Title  CEO                            )                                        
                                      )                                        
--------------------------------------)                                        
Name:  Anthony J. Sutera              )                                        
                                      )                                        
--------------------------------------)                                        
Title  President                      )                                        
                                      )                                        
--------------------------------------)                                        

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                                    PART II                                    
                     INFORMATION NOT REQUIRED IN PROSPECTUS                    

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

Section 78.751 of the Nevada General Corporation Laws provides as follows:     
78.751 Indemnification of officers, directors, employees and agents; advance   
of expenses.                                                                   

1)  A corporation may indemnify any person who was or is a party or is         
threatened to be made a party to any threatened, pending or completed          
action, suit or proceeding, whether civil, criminal, administrative or         
investigative, except an action by or in the right of the corporation,         
by reason of the fact that he is or was a director, officer, employee or       
agent of the corporation, or is or was serving at the request of the           
corporation as a director, officer, employee or agent of another               
corporation, partnership, joint venture, trust or other enterprise,            
against expenses, including attorney's fees, judgments, fines and amounts      
paid in settlement actually and reasonably incurred by him in                  
connection with the action, suitor proceeding if he acted in good faith        
and in a manner which he reasonably believed to be in or not opposed to        
the best interests of the corporation, and, with respect to any criminal       
action or proceeding, had no reasonable cause to believe his conduct was       
unlawful.  The termination of any action, suit or proceeding by judgment,      
order, settlement, conviction, or upon a plea of nolo contendere or its        
equivalent, does not, of itself, create a presumption that the person did      
not act in good faith and in a manner which he reasonably believed to be       
in or not opposed to the best interests of the corporation, and that, with     
respect to any criminal action or proceeding, he had reasonable cause to       
believe that his conduct was unlawful.                                         

2. A corporation may indemnify any person who was or is a party or is          
threatened to be made a party to any threatened, pending or completed          
action or suit by or in the right of the corporation to procure a judgment     
in its favor by reason of the fact that he is or was a director, officer,      
employee or agent of the corporation, or is or was serving at the request      
of the corporation as a director, officer, employee or agent of another        
corporation, partnership, joint venture, trust or other enterprise against     
expenses, including amounts paid in settlement and attorneys' fees actually    
and reasonably incurred by him in connection with the defense or settlement    
of the action or suit if he acted in good faith and in a manner which he       
reasonably believed to be in or not opposed to the best interests of the       
corporation.  Indemnification may not be made for any claim, issue or matter   
as to which such a person has been adjudged by a court of competent            
jurisdiction, after exhaustion of all appeals therefrom, to be liable to       
the corporation or for amounts paid in settlement to the corporation, unless   
and only to the extent that the court in which the action or suit was brought  
or other court of competent jurisdiction determines upon application that      
in view of all the circumstances of the case, the person is fairly and         
reasonably entitled to indemnity for such expenses as the court deems proper.  

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3. To the extent that a director, officer, employee or agent of a              
corporation has been successful on the merits or otherwise in defense of       
any action, suit or proceeding referred to in subsections 1 and 2, or in       
defense of any claim, issue or matter therein, he must be indemnified by       
the corporation against expenses, including attorneys' fees, actually and      
reasonably incurred by him n connection with the defense.                      

4. Any indemnification under subsections 1 and 2, unless ordered by a          
court or advanced pursuant to subsection 5, must be made by the corporation    
only as authorized in the specific case upon a determination that              
indemnification of the director, officer, employee or agent is proper in       
the circumstances.  The determination must be made: (a) By the stockholders:   
(b) By the board of directors by majority vote of a quorum consisting of       
directors who were not parties to act, suit or proceeding; (c) If a majority   
vote of a quorum consisting of directors who were not parties to the act,      
suit or proceeding so orders, by independent legal counsel in a written        
opinion; or (d) If a quorum consisting of directors who were not parties to    
the act, suit or proceeding cannot to obtained, by independent legal counsel   
in a written opinion; or                                                       

5. The articles of incorporation, the bylaws or an agreement made by the       
corporation may provide that the expenses of officers and directors            
incurred in defending a civil or criminal, suit or proceeding must be paid     
by the corporation as they are incurred and in advance of the final            
disposition of the action, suit or proceeding, upon receipt of an              
undertaking by or on behalf of the director or officer to repay the amount     
if it is ultimately determined by a court of competent jurisdiction that       
he is not entitled to be indemnified by corporation. The provisions of this    
subsection do not affect any rights to advancement of expenses to which        
corporate personnel other than the directors or officers may be entitled       
under any contract or otherwise by law.                                        

6. The indemnification and advancement of expenses authorized in or            
ordered by a court pursuant to this section: (a) Does not exclude any          
other rights to which a person seeking indemnification or advancement of       
expenses may be entitled under the articles of incorporation or any bylaw,     
agreement, vote of stockholders or disinterested directors or otherwise,       
for either an action in his official capacity or an action in another          
capacity while holding his office, except that indemnification, unless         
ordered by a court pursuant to subsection 2 or for the advancement of          
expenses made pursuant to subsection 5, may not be made to or on behalf        
of any director or officer if a final adjudication establishes that his        
act or omissions involved intentional misconduct, fraud or a knowing           
violation of the law and was material to the cause of action. (b) Continues    
for a person who has ceased to be a director, officer, employee or agent       
and endures to the benefit of the heirs, executors and administrators          
of such a person.                                                              

Insofar as indemnification for liabilities arising under the Securities        
Act may be permitted to directors, officers and controlling persons of         
the Registrant pursuant to the foregoing provisions, or otherwise, the         
Registrant has been advised that in the opinion of the Securities and          
Exchange Commission such indemnification is against public policy as           

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expressed in the Securities Act and is, therefore, unenforceable.  In          
the event that a claim for indemnification against such liabilities            
(other than the payment by the Registrant of expenses incurred or paid         
by a director, officer or controlling person of the Registrant in the          
successful defense of any action, suit or proceeding) is asserted by           
such director, officer or controlling person in connection with the            
securities being registered, the Registrant will, unless in the opinion        
of its counsel the matter has been settled by controlling precedent, submit    
to a court of appropriate jurisdiction the question whether such               
indemnification by it is against public policy as expressed in the             
Securities Act and will be governed by the final adjudication of such          
issue.                                                                         

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                            

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

2.1**  Stock Purchase Agreement, dated September 5, 2001, by and               
       among eCom Corporation and TTR HP Motorsport Marinesport Racing LLC     
       (The Stock Purchase Agreement is furnished as Appendix A to the Proxy   
       Statement/Prospectus forming a part of this Registration                
       Statement.)  Upon the request of the Commission, eCom agrees            
       to furnish supplementally to the Commission a copy of any               
       disclosure schedules to the Stock Purchase Agreement.                   
5*     Opinion and Consent of Thomas C. Cook, Esq. regarding                   
       validity of shares.                                                     
23.1*  Consent of Thomas C. Cook, Esq. (included in Exhibit 5).                
23.2** Consent of G. Brad Beckstead, independent accountant                    
       for eCom Corporation                                                    
23.3*  Consent of Brian Clark, independent accountant for                      
       TTR HP Motorsport Marinesport Racing LLC                                
24*    Power of Attorney.                                                      
99.1*  Form of Proxy to be used by eCom Corporation shareholders.              

------------------------------------                                           
*  previously filed                                                            
** this filing                                                                 
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ITEM 22. UNDERTAKINGS.                                                         

     (a) The undersigned registrant hereby undertakes that, for purposes of    
determining any liability under the Securities Act of 1933, each filing of     
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of   
the Securities Exchange Act of 1934 (and, where applicable, each filing of an  
employee benefit plan's annual report pursuant to Section 15(d) of the         
Securities Exchange Act of 1934) that is incorporated by reference in the      
registration statement shall be deemed to be a new registration statement      
relating to the securities offered therein, and the offering of such           
securities at that time shall be deemed to be the initial bona fide offering   
thereof.                                                                       

     (b)  (i) The undersigned registrant hereby undertakes as follows: that    
prior to any public reoffering of the securities registered hereunder through  
use of a prospectus which is a part of this registration statement, by any     
person or party who is deemed to be an underwriter within the meaning of Rule  
145(c), the issuer undertakes that such reoffering prospectus will contain     
the information called for by the applicable registration form with respect    
to reofferings by persons who may be deemed underwriters, in addition to the   
information called for by the other Items of the applicable form.              

         (ii) The registrant undertakes that every prospectus [a] that is      
filed pursuant to paragraph (b)(i) immediately preceding, or [b] that          
purports to meet the requirements of Section 10(a)(3) of the Securities Act    
and is used in connection with an offering of securities subject to Rule 415,  
will be filed as a part of an amendment to the registration statement and      
will not be used until such amendment is effective, and that, for purposes of  
determining any liability under the Securities Act of 1933, each such post-    
effective amendment shall be deemed to be a new registration statement         
relating to the securities offered therein, and the offering of such           
securities at that time shall be deemed to be the initial bona fide offering   
thereof.                                                                       

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     (c) Insofar as indemnification for liabilities arising under the          
Securities Act of 1933 may be permitted to directors, officers and             
controlling persons of the registrant pursuant to the foregoing provisions,    
or otherwise, the registrant has been advised that in the opinion of the       
Securities and Exchange Commission such indemnification is against public      
policy as expressed in the Securities Act of 1933 and is, therefore,           
unenforceable. In the event that a claim for indemnification against such      
liabilities (other than the payment by the registrant of expenses incurred     
or paid by a director, officer or controlling person of the registrant in      
the successful defense of any action, suit or proceeding) is asserted by       
such director, officer or controlling person in connection with the            
securities being registered, the registrant will, unless in the opinion of     
its counsel the matter has been settled by controlling precedent, submit to    
a court of appropriate jurisdiction the question whether such indemnification  
by it is against public policy as expressed in the Securities Act of 1933      
and will be governed by the final adjudication of such issue.                  

     (d) The undersigned registrant hereby undertakes to respond to requests   
for information that is incorporated by reference into the prospectus          
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day    
of receipt of such request, and to send the incorporated documents by first    
class mail or other equally prompt means. This includes information            
contained in documents filed subsequent to the effective date of the           
registration statement through the date of responding to the request.          

     (e) The undersigned registrant hereby undertakes to supply by means of a  
post-effective amendment all information concerning a transaction, and the     
company being acquired involved therein, that was not the subject of and       
included in the registration statement when it became effective.               

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                                   SIGNATURES                                  

     Pursuant to the requirements of the Securities Act of 1933, the           
Registrant has duly caused this Registration Statement to be signed on its     
behalf by the undersigned, thereunto duly authorized, in Park City, State      
of Utah, on January 2, 2002.                                                   
                                              ECOM CORPORATION                 
                                              By     /s/ Ian Archibald         
                                              -----------------------------    
                                                    Ian Archibald              
                                                    Chief Executive Officer    

     Pursuant to the requirements of the Securities Act of 1933, this          
Registration Statement has been signed on January 2, 2002 by the following     
persons in the capacities indicated.                                           

           SIGNATURE                       TITLE                               
           ---------                       -----                               

/s/ Ian Archibald                President and Director                        
------------------------------   (principal executive                          
    Ian Archibald                officer)                                      

/s/ Ian Archibald                Chief Financial Officer,                      
------------------------------   Treasurer and principal                       
    Ian Archibald                financial and accounting                      
                                 officer)                                      

/s/ Laurie Bird Kitts            Director and                                  
------------------------------   Corporate Secretary                           
    Laurie Bird Kitts                                                          

/s/ Brian Kitts                  Director                                      
------------------------------                                                 
    Brian Kitts                                                                

By:                                                                            

/s/ Ian Archibald                                                              
------------------------------                                                 
    Ian Archibald                                                              
    *Attorney-in-Fact                                                          

                                      II-7                                     

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                       SECURITIES AND EXCHANGE COMMISSION                      
                             WASHINGTON, D.C. 20549                            

                               ------------------                              

                                 EXHIBIT INDEX                                 
                                       TO                                      
                        FORM S-4 REGISTRATION STATEMENT                        

                               ------------------                              

                                ECOM CORPORATION                               

EXHIBIT                            DESCRIPTION                                 
-------                            -----------                                 
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                            

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

2.1**  Stock Purchase Agreement, dated September 5, 2001, by and               
       among eCom Corporation and TTR HP Motorsport Marinesport Racing LLC     
       (The Stock Purchase Agreement is furnished as Appendix A to the Proxy   
       Statement/Prospectus forming a part of this Registration                
       Statement.)  Upon the request of the Commission, eCom agrees            
       to furnish supplementally to the Commission a copy of any               
       disclosure schedules to the Stock Purchase Agreement.                   
5*     Opinion and Consent of Thomas C. Cook, Esq. regarding                   
       validity of shares.                                                     
23.1*  Consent of Thomas C. Cook, Esq. (included in Exhibit 5).                
23.2** Consent of G. Brad Beckstead, independent accountant                    
       for eCom Corporation                                                    
23.3*  Consent of Brian Clark, independent accountant for                      
       TTR HP Motorsport Marinesport Racing LLC                                
24*    Power of Attorney.                                                      
99.1*  Form of Proxy to be used by eCom Corporation shareholders.              

------------------------------------                                           
*  previously filed                                                            
** this filing                                                                 

                                      II-8                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
		6/30/02		12		76			10QSB,  NT 10-Q
		1/3/02
Filed on:		1/2/02		1		103
		12/31/01		32					10KSB,  NT 10-K
		11/18/01		63
		10/19/01		2
		9/30/01		15		67			10QSB,  NT 10-Q
		9/24/01		12
		9/21/01		24		76
		9/5/01		27		104
		9/4/01		27
		8/17/01		69					8-K/A
		8/16/01		69
		7/11/01		68					S-8
		7/9/01		68
		7/5/01		70
		6/30/01		12		71			10QSB,  10QSB/A,  NT 10-Q
		6/15/01		39
		3/31/01		36					10QSB,  NT 10-Q
		3/29/01		63					NT 10-K
		3/12/01		38					SC 14F1
		12/31/00		14		67			10KSB,  NT 10-K
		9/30/00		15		66			10QSB,  10QSB/A
		6/30/00		36		83			10QSB
		3/31/00		36					10QSB
		12/31/99		14		60			10KSB,  NT 10-K
		12/17/99		42					8-K
		12/13/99		42
		10/6/99		15		66
		9/30/99		36					10-Q
		6/30/99		36
		3/31/99		36
		2/15/99		42
		2/1/99		42
		12/15/98		42
		10/6/98		63
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