U.S. SECURITIES EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                FORM 10-QSB


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

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

For Quarter Ended:                      Commission File Number:
    June 30, 2000                            000-24459


                             SSHOPS.COM, INC.

          (Exact name of Registrant as specified in its charter)

     UTAH                                         59-2159271


(State or other jurisdiction of                   (IRS Employer Identi-
incorporation or organization)                 fication Number)

                115 NEWTOWN ROAD , PLAINVIEW, NY     11803

(Address of Principal Executive Offices)          (Zip Code)


                             516 - 454 - 1577

           (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
filing requirements for the past 90 days.

                              Yes_X_    No___

The number of shares of Common Stock, par value $ .01 per share,
outstanding as of  July 31, 2000 is 8,997,160.
<PAGE>
                             SHOPSS. COM, INC.


                           INDEX TO FORM 10-QSB

                               June 30, 2000



PART I.  Financial Information                                   Page #
<TABLE>
<CAPTION>
<S>                         <C>                               <C>
Item 1.                     Financial Statements -
                            Balance Sheet
                            June 30, 2000                        3
                            December 31, 1999
                            Statements of Operations
                            Three months ended June 30, 2000
                            Three months ended June 30, 1999     4
                            Statements of Operations
                            Six months ended June 30, 2000
                            Six months ended June 30, 1999       5
                            Statements of Cash Flows
                            Six months ended June 30, 2000
                            Six months ended June 30, 1999       6
                            Statement of Deficiency in Assets    7
                            Notes to Financial Statements       8-9
</TABLE>
PART II.  Other Information
Item 6. Exhibits and Reports on Form 8-K
        Signatures

<PAGE>

                            SHOPPS.COM, INC
                      CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                          June 30,    December 31,
                                            2000          1999
                                        (unaudited)    (audited)
                            ASSETS
<S>                                    <C>            <C>
CURRENT ASSETS
Cash and cash equivalents                $        29   $        891
 Accounts receivable                           2,985         93,102
 Inventory                                    93,405        121,081
 Prepaid expenses                              2,158          2,398
                                          ----------    -----------
   Total Current Assets                       98,576        217,472

PROPERTY AND EQUIPMENT,net of
Accumulated depreciation of
$74,841 and $58,063                          77,001          96,872

ADVANCES RECEIVABLE- OSCM                         -         526,583

GOODWILL, net of accumulated amortization
 of - and $32,560                                 -         618,637

OTHER ASSETS                                  3,899         12,781
                                          ----------   -----------
                                        $   179,477   $  1,472,345

                  LIABILITIES AND DEFICEIENCY IN ASSETS
                  -------------------------------------

CURRENT LIABILITIES
  Accounts payable and
   accrued expenses                     $ 2,025,354   $   979,659
  Taxes payable                              48,105        22,791
  Customer deposits                         183,245         8,691
  Leases payable current portion             73,764        20,992
  Bank payable                                    -       585,763
  Notes payable - related party              88,868        59,303
                                         ----------  ------------
    Total Current Liabilities             2,419,335     1,677,199

LEASES PAYABLE                                    -        57,862

DEFICIENCY IN ASSETS
   Common stock, $.01 par value; 50,000,000
   shares authorized, issued and outstanding
   8,997,160 issued and outstanding           8,997        19,997
   Paid in capital                                -       622,321
   Accumulated deficit                   (2,248,856)     (905,034)
                                         -----------     ---------
      Total Deficiency in Assets         (2,239,859)     (262,716)
                                         -----------     ---------
                                       $     179,477  $ 1,472,345
                                         ===========   ===========
</TABLE>

                                    -3-
<PAGE>

                          SHOPSS.COMM, INC.
               CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                  Three months ended
                                                 June 30,      June 30,
                                                  2000          1999
                                               -----------   ---------
                                               (unaudited)  (unaudited)
<S>                                          <C>            <C>
REVENUE                                      $    61,869    $   269,702

    Cost of revenues                            (109,863)      (227,648)
                                              -----------     -----------
GROSS PROFIT                                     (47,994)        42,054

GENERAL AND ADMINISTRATIVE EXPENSES               91,796         51,317
WRITEOFF OF GOODWILL                             586,077              -
                                               ----------      ----------
INCOME (LOSS) FROM OPERATIONS                   (725,867)        (9,264)

OTHER INCOME (EXPENSE)
    Interest expense                                (696)          (700)
    Gain on sales of securities                        -          3,975
    Miscellaneous Income                               -            897
                                                ---------       ----------
        Total other income (expense)                (696)         4,171
                                                ---------       ----------
LOSS BEFORE PROVISION FOR TAXES                 (726,564)        (5,093)

INCOME TAX PROVISION                                   -              -
                                                ---------       ----------

NET LOSS                                       $ (726,564)   $   (5,093)

Weighted average shares of common stock
 Outstanding                                   14,497,160    12,000,000

    Net earnings (loss) per share              $    (0.05)    $   (0.00)
                                                =========      ===========
</TABLE>

                                    -4-
<PAGE>

                          SHOPSS.COMM, INC.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                            <C>            <C>
                                                      Six months ended
                                                   ----------------------
                                                   June 30,      June 30,
                                                     2000          1999
                                                 ----------    ----------
                                                 (unaudited)   (unaudited)

REVENUE                                         $   1,750,893 $     714,760

    Cost of revenues                               (1,616,077)     (600,747)
                                                  ------------  -----------
GROSS PROFIT                                          134,816       114,013

GENERAL AND ADMINISTRATIVE EXPENSES                   596,231        90,643
WRITEOFF OF GOODWILL                                  586,077             -
                                                 ------------  ------------
INCOME (LOSS) FROM OPERATIONS                      (1,047,492)       23,369

OTHER INCOME (EXPENSE)
    Interest expense                                  (6,101)         (700)
    Gain on sales of securities                            -         3,975
    Miscellaneous Income                                   -           897
                                                ------------  ------------
        Total other income (expense)                  (6,101)        4,171
                                                ------------  ------------
LOSS BEFORE PROVISION FOR TAXES                   (1,053,594)       27,540
                                                ------------  ------------
INCOME TAX PROVISION                                       -             -
                                                ------------  ------------
NET LOSS                                         (1,053,594)        27,540
                                                ============  ============

Weighted average shares of common stock          16,854,303    12,000,000
outstanding

     Net earnings (loss) per share             $      (0.06) $      (0.00)
                                                ============  ============
</TABLE>

                                    -5-
<PAGE>

                             SHOPSS.COM, INC.
                   CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                      Six months June 30,
                                                     2000       1999
                                                  ---------- -------------
                                                 (unaudited)  (unaudited)
<S>                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITES:
   Net income (loss)                          $  (1,053,594)  $    27,540
    Adjustments to reconcile net income
    (loss) to net cash used
      operating activities:
        Depreciation                                 19,871         4,972
        Amortization                                 32,560            -
        Writeoff of goodwill                        586,077            -
        Accounts receivable                          90,117       (18,404)
        Inventory                                    27,676        12,187
        Prepaid expenses                                240             -
        Other assets                                  8,882             -
        Accounts payable and accrued expensed     1,045,695       (28,518)
        Taxes Payable                                25,314       (15,789)
        Customer deposits                           174,554             -
                                                  ---------- -------------
NET CASH PRVIDED BY OPERATIONS                      957,392       (18,013)
                                                  ---------- -------------

CASH FLOWS FROM INVETING ACTIVITIES

        Purchase of capital expenditures                  -        (1,937)
                                                  ---------- -------------

CASH FLOWS USED IN INVESTING ACTIVITIES                   -        (1,937)
                                                  ---------- -------------

CASH PROVIDED BY FINANCING ACTIVITIES
       Advances from OSCM                          (396,966)       66,196
       Advances form factors                              -       (34,311)
       Loans receivable from stockholder                  -        18,179
       Bank payable                                (585,763)            -
       Leases payable                                (5,090)            -
       Notes payable - related party                 29,565           338
                                                  ---------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES          (958,254)      (50,402)
                                                  ---------- -------------

NET (DECREASE) INCREASE IN CASH                        (862)       30,453

CASH, beginning of the period                           891           490
                                                  ---------- -------------
CASH, end of the period                           $      29    $   30,943
                                                  ========= =============

Supplemental disclosures of cash flow
 information:
       Interest paid                              $   6,101    $     700
                                                  ========= =============
       Taxes paid                                    10,850            -
                                                  ========= =============
       Stock cancellation for receivable          $ 923,549    $
                                                  ========= =============
</TABLE>

                                    -6-
<PAGE>
                          SHOPSS.COM, INC.
            CONSOLIDATED STATEMENT OF DEFICIENCY IN ASSETS
<TABLE>
<CAPTION>

                                           Additional                  Total
                      Common Stock         Paid In     Accumulated   Deficiency
                      ------------         Capital      Deficit      In Assets
                     Shares     Amount   ----------  ----------  -----------
<S>                <C>        <C>         <C>         <C>           <C>
Balance as of
December 31,1999    19,997,160  $ 19,997    $ 622,321  $  (905,034) $  (262,716)

Stock cancellation
Cancellation
Agreement          (11,000,000) (11,000)     (622,321)    (290,228)    (923,549)

Net loss                     -        -             -   (1,053,594)  (1,053,594)
                    ----------  ---------    ---------  ----------  -----------
Balance as of
June 30, 2000
(unaudited)          8,997,160  $ 8,997     $       0  $(2,248,856) $(2,239,859)
                    ==========  =========    =========  ==========  ===========
</TABLE>

                                    -7-
<PAGE>

                             SHOPSS.COM, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)


PART I.    FINANCIAL INFORMATION

Item 1.   Financial Statements

NOTE 1.   BASIS OF PRESENTATION


     The   accompanying  unaudited  consolidated  financial  statements  of
SHOPSS.COM,  INC.  (the  "Company")  have  been prepared in accordance with
generally accepted accounting principles for  interim financial information
and with the instructions to Form 10-QSB and Regulation  S-B.  Accordingly,
they  do  not  include  all  of  the information and footnotes required  by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all  adjustments  considered  necessary for a
fair  presentation  (consisting  of  normal  recurring accruals) have  been
included.   The  preparation  of financial statements  in  conformity  with
generally  accepted  accounting  principles  requires  management  to  make
estimates and assumptions that affect  the  reported  amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of  the  financial  statements  and  the reported amounts of  revenues  and
expenses during the reporting period.   Actual  results  could  differ from
those  estimates.  Operating results for expected for the six month  period
ended June  30, 2000 are not necessarily indicative of the results that may
be  expected  for   the   year  ending  December  31,  2000.   For  further
information,  refer  to  the financial  statements  and  footnotes  thereto
included in the Company's  Annual  Report on Form 10-KSB for the year ended
December 31, 1999.  Per share data for  the  periods  are  based  upon  the
weighted  average  number of shares of common stock outstanding during such
periods, plus net additional  shares  issued  upon  exercise of options and
warrants.

NOTE 2 - WRITEOFF OF GOODWILL

On June 30, 2000, the Company determined that the refocus of their business
efforts to further develop the voice over internet telephone  business  has
impaired  the  unamortized  goodwill recorded of $586,077 and therefore has
recorded a charge for such goodwill.

NOTE 3 - EQUITY TRANSACTIONS

On May 12, 2000, the Company  signed  an  agreement with OSCM, OneStop.com,
Inc.  ("OSCM")  to cancel $923,549 of indebtedness  owed  by  OSCM  to  the
Company for the return  and  cancellation  of  11,000,000  shares of common
stock and the issuance of a warrant to purchase up to 3,000,000  shares  of
common  stock of the Company for $5.00 per share for a period of two years.
This new  agreement  also  made  clarifications  as to certain terms of the
original Asset Purchase Agreement between OSCM and the Company.

                                    -8-

<PAGE>

NOTE 4 - LETTER OF INTENT

In June 2000, the Company signed a letter of intent to acquire all of the
outstanding common stock in AccessTel, Inc. from the shareholders of
AccessTel, Inc. (the "Shareholders"). The draft share exchange agreement
provides for the issuance of 15,591,480 shares of common stock to the
Shareholders for the purchase of AccessTel, Inc. The number of shares of
the Company issuable to the Shareholders is based upon the Shareholders
receiving 75% of the issued and outstanding stock of the Company on a fully
diluted basis after taking into account certain adjustments.  To the extent
that the Company is required to issue any additional shares as a result of
the raising of working capital funds in a private placement to close
concurrently with the issuance of the shares to the Shareholders and
conversion of existing indebtedness to equity, the Shareholders will be
entitled to additional shares.



NOTE 5 - SUBSEQUENT EVENTS

The Company is currently in the process of negotiating the conversion of a
substantial portion of existing indebtedness to trade creditors for the
issuance of Preferred Stock. Certain inventory has also been negotiated to
be returned for the reduction of monies due to trade creditors.

                                    -9-
<PAGE>
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                         AND RESULTS OF OPERATIONS

The  following  is  a  discussion and analysis of the  Company's  financial
condition and the results  of  operations  for  the  quarter ended June 30,
2000. It includes the past and present condition of the  Company as well as
future expectations. Any statements regarding the future of the Company are
projections  and  not based on any guarantees of performance.  Accordingly,
actual results may differ materially from those anticipated or expressed in
these statements.

Statements in this  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations" and elsewhere in this document as well
as statements made in press releases and or statements that may be  made by
the  Company  or by officers, directors, or employees of the Company acting
on the Company's  behalf  that  are not statements of historical or current
fact constitute "forward looking  statements"  within  the  meaning  of the
Private Securities Litigation
Reform  Act  of  1995.  Such  forward-looking  statements involve known and
unknown risks, uncertainties, and other unknown  factors  that  could cause
the  actual  results  of  the  Company to be materially different from  the
historical results or from any future  results expressed or implied by such
forward-looking statements.  In addition  to  statements  which  explicitly
describe  such  risks  and  uncertainties,  readers  are  urged to consider
statements   labeled   with  the  terms  "believes",  "belief",  "expects",
"intends",  "anticipates",  or  "plans"  to  be  uncertain  forward-looking
statements. The  forward  looking  statements  contained  herein  are  also
subject  generally  to other risk and uncertainties that are described from
time to time in the Company's  reports  and  registration  statements filed
with the Securities and Exchange Commission.

OVERVIEW

Immediately  prior to October 27, 1999, the Company was an inactive  public
company. Effective  October  27,  1999 (the "Closing Date"), pursuant to an
Asset Purchase Agreement, the Company  purchased  from  OSCM  the following
assets: (a) an 80% ownership interest in CCM; (b) all rights to  the option
to purchase the remaining 20% ownership interest in CCM; and (c) all assets
relating  to the Shopss.com virtual shopping mall owned by OSCM, including,
all software,
websites and  related  technology,  customers  and customer lists, patents,
trademarks  and  trade  names.  In exchange for the  Acquired  Assets,  the
Company issued to OSCM 12,000,000 shares (representing approximately 60% of
its outstanding shares after giving  effect  to  the  transaction)  of  its
Common  Stock.   The Company also agreed to assume the liabilities relating
to the Shopss.com  business as recorded on the financial statements of OSCM
and the liabilities  relating  to  the option of the stockholders of CCM to
require OSCM to purchase the remaining  20%  interest in CCM. Pursuant to a
subsequent  agreement  in principle between the  Company  and  OSCM  (a)  a
clarification was made to  the  effect  that none of the assets relating to
the Shopss.com virtual shopping mall would  include  any  of  the assets or
liabilities relating to the virtual shopping mall operated by a  subsidiary
of  OSCM  in Israel; (b) any obligation of the Company to pay cash for  the
Acquired Assets  was  extinguished;  and  (c)  the  holdings of OSCM in the
Company  were  adjusted by reducing the number of shares  of  Common  Stock
owned by OSCM from  12,000,000 shares to 1,000,000 shares with a warrant in
favor of OSCM to purchase

                                   -10-
<PAGE>

up to 3,000,000 additional shares of the Company's Common Stock and (d) the
Company agreed
to extinguish all liabilities  owed  by  OSCM to the Company (approximately
$1.6  million).  Immediately  after the closing  of  the  purchase  of  the
Acquired Assets, the Company effected a forward split of 5.435034 for one.

After the closing of the purchase  of  the  Acquired  Assets,  the  Company
relied  on  OSCM  for  a  substantial  portion  of  its working capital and
provided  OSCM  with  computers  and other equipment. In  view  of  certain
financial difficulties experienced  by  OSCM,  OSCM  was  unable to provide
working capital and also was unable to pay the Company for  such  equipment
which had been delivered to OSCM, or the OSCM recipient companies,  by  the
Company.  Accordingly,  as  of  the  date  of this Form 10Q, the Company is
insolvent  and  its  ability to continue in business  will  depend  on  the
raising of additional  capital,  either in the form of debt or equity, or a
combination thereof. However, no assurance  can  be  given that the Company
will be successful in raising additional capital or remaining  in business.
Management  of  the Company believes that its ability to raise any  capital
will  be  dependent  upon  the  acquisition  of  complimentary  businesses,
particularly in the telecommunications business. On June 9,2000 the Company
signed a Letter of Intent with AccessTel, Inc. a telecommunications company
specializing in Voice over Internet Protocol (VoIP)  and broadband wireless
technology.  Based upon this Letter of Intent, the Company is attempting to
raise initial  capital as to continue operations on an interim basis in the
telecommunications business. The closing of the capital raise is contingent
on the closing of the acquisition of AccessTel, Inc. If the closing occurs,
the Company will  be required to raise additional funds in the near future.
The description of  the  business  set  forth below is a description of the
business  previously  conducted  by the Company  after  the  Closing  Date.
However, in view of the current financial  condition  of  the  Company, the
Company   has   ceased  operations  pending  resolution  of  its  financial
difficulties.

RESULTS OF OPERATIONS

Results of prior  periods  are not necessarily indicative of the results of
operations that can be expected  for  any  future period and do not reflect
the current mix of the Company's operations.  Because  the Company, was not
engaged   in   the   Website   eCommerce  business  or  telecommunications,
comparisons of historical results  of operations may not be meaningful. The
Company has derived the majority of  its  revenues  from the Web site sales
and the Phone-Ominal telephone services.

JANUARY 2000 TO PRESENT

The Company was financed by sales on its websites, sales  of  its telephony
service and financing from OSCM. Due to the financial difficulties  of OSCM
arising from its Israeli operations financing from OSCM became unavailable.

As  a  result  of  the  lack  of  working  capital,  the Company has ceased
operations and terminated all of its employees.


                                   -11-
<PAGE>

COMPARISON OF THE PERIOD ENDING JUNE 30, 1999 AND 2000.

Three Months Ended June 30, 2000 vs. Three Months Ended June 30, 1999.

Shopss.com, Inc

Sales  for the three months ended June 30, 2000 were approximately  $61,869
or a decrease  of  78% from the $269,702 in sales for the period ended June
30, 1999. The decrease  in  sales  is  due to several factors including the
cessation of operations in _________ 2000.

Cost of sales as a percentage of sales decreased  52%  for the period ended
June  30, 2000. This is primarily a result of the lower sales  volume.  The
negative  cost  of  sales for the three-month period ended June 30, 2000 is
due to additional costs attributed to unfulfilled sales orders.

Selling, general and  administrative  (SG&A) expenses increased by 78% from
$51,317  during the three month period ending  June  30,  1999  to  $91,796
during the same period in 2000. The higher SG&A costs are attributed to the
"wind down"  of  operations from the prior highly active months as compared
to the previous quarter with substantially lower volume.

During the quarter ended June 30, 2000, the Company determined the goodwill
recorded from its  prior acquisition was no longer recoverable and had been
impaired. Therefore  a  $586,077  charge  to  expense  has been recorded to
reflect the writedown.

The loss from operations for the quarter ended June 30,  2000  was $725,867
which represents a difference of $716,603 from the loss from operations  of
$9,264  for  the  quarter  ending  June  30, 1999 for the reasons as stated
above.  Net loss was ($726,564) for the period ended June 30, 2000 compared
to ($5,093) for the three months ended June 30, 1999.

COMPARISON OF THE PERIOD ENDING JUNE 30, 1999 AND 2000.

Six Months Ended June 30, 2000 vs. Six Months Ended JUNE 30, 1999.

Shopss.com, Inc

Sales for the six months ended June 30, 2000  were approximately $1,750,893
or an increase of 145% from the $714,760 in sales for the period ended June
30,  1999.  The  increase in sales is due to several  factors  including  a
significant rise in membership.

Cost of sales as a  percentage of sales increased 169% for the period ended
June 30, 2000. This is  primarily  a  result of the increase in memberships
that  included  a free pc. Gross profit as  a  percentage  of  revenue  has
decrease from 16% to 8% for the same reason as stated above.

Selling, general  and administrative (SG&A) expenses increased by 554% from
$90,643 during

                                   -12-
<PAGE>

the period ending June 30, 1999 to $596,231 during the same period in 2000.
During the quarter ended June 30, 2000, the Company determined the goodwill
recorded from its prior  acquisition was no longer recoverable and had been
impaired; therefore a $586,077  charge  to  expense  has  been  recorded to
reflect the writedown.

The  loss  from  operations for the six ending June 30, 2000 was $1,053,594
which represents a difference of $1,070,861 from the income from operations
of $27,540 for the  six  months  ending  June  30,  1999 for the reasons as
stated above.  Net loss was ($1,053,594) for the period ended June 30, 2000
compared to income $27,540 for the six months ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2000 the Company had a working capital deficit of $2,320,759 as
compared to a working  capital deficit of $37,399 at  June  30,  1999.  The
increase  in  the working capital deficit was primarily due to the increase
in membership sales and product fulfillment for the website.

The Company has suffered a loss from operations of approximately $1,053,594
for the six months ended June 30, 2000 and had a working capital deficit of
$2,320,759.  Subsequent to October 26, 1999, the Company had depended in
substantial part on assistance from OSCM in terms of working capital and
had provided OSCM with computers and other properties. Because of OSCM's
financial difficulty, OSCM has been unable to provide the Company with
working capital or to pay for a substantial amount of computers and other
products provided. In addition, because of issues pertaining to OSCM's
shopping mall in Israel, the Company incurred a substantial amount of
charge backs from its credit card issuer. As of the date of this Report,
the Company is insolvent and has essentially ceased operations. The Company
is actively seeking business opportunities to be placed into the corporate
umbrella of the Company. However, there can be no assurance that completion
of business opportunities will be successful. See Note 4.

PART II.  OTHER INFORMATION

Item 3.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              Exhibit 27 - Financial Data Schedule

         (b)  Reports on Form 8-K:

              None.


                                   -13-
<PAGE>

                                SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has
     caused this  report  to  be  signed  on its behalf by the undersigned,
thereunto duly
     authorized.



     Dated: SEPTEMBER 7{TH}, 2000


                                   SHOPSS.COM, INC.


                                   By: /s/ GERARD M. CONCA

                                        GERARD M. CONCA, CHAIRMAN OF THE
                                             Board and Chief Executive
Officer


                                   By: /s/ Michelle C. Miller

                                        Michelle C. Miller, Executive Vice
                                             President, Chief Financial
Officer


                                       -14-