UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the Fiscal Year ended December 31, 1999

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE  ACT OF 1934  For  the  Transition  Period  from  ____________  to
     ____________

                       Commission File Number 033-03275-D
                                             ------------

                               iSHOPPER.COM, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            Nevada                                          87-0431533
-------------------------------                          ----------------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)


   8722 South 300 West, Suite 106
              Sandy, UT                                           84070
---------------------------------------                         ----------
(Address of Principal Executive Offices)                        (Zip Code)

                                 (801) 984-9300
               --------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities  Registered Pursuant to Section 12(g) of the Act: Common Stock, $.001
par value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes__X__   No ______

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

         The  registrant's  revenues  for  its  most  recent  fiscal  year  were
$3,924,869.

         The aggregate  market value of the voting and  non-voting  common stock
held by  non-affiliates of the registrant as of April 10, 2000 was approximately
$55,365,000.

         The  registrant  had issued and  outstanding  10,734,935  shares of its
common stock on April 10, 2000.

         Documents incorporated by reference:  Specifically  identified portions
of the  registrant's  Definitive  Proxy  Statement  for its Annual  Shareholders
Meeting into Part III of this Report.


<PAGE>



                               iSHOPPER.COM, INC.
                                    FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 1999

PART I

     ITEM 1.   BUSINESS........................................................1
     ITEM 2.   PROPERTIES......................................................6
     ITEM 3.   LEGAL PROCEEDINGS...............................................6
     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............6

PART II

     ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS.............................................7
     ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.............................9
     ITEM 7.   FINANCIAL STATEMENTS...........................................15
               REPORT OF INDEPENDENT ACCOUNTANTS..............................16
               CONSOLIDATED BALANCE SHEETS....................................17
               CONSOLIDATED STATEMENTS OF OPERATIONS..........................18
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY................19
               CONSOLIDATED STATEMENTS OF CASH FLOWS..........................20
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.....................21
     ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
               ON ACCOUNTING AND FINANCIAL DISCLOSURE.........................31

PART III

     ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS AND
               CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
               OF THE EXCHANGE ACT............................................32
     ITEM 10.  EXECUTIVE COMPENSATION.........................................33
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT.....................................................33
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................34
     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K...............................34
               SIGNATURES.....................................................35
               EXHIBIT INDEX..................................................36
               SUBSIDIARIES OF THE REGISTRANT.......................Exhibit 22.1
               POWER OF ATTORNEY....................................Exhibit 24.1


<PAGE>


                                     PART I

ITEM 1.  BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

         Sunwalker  Development,  Inc. ("the  Company") was  incorporated in the
State  of Utah on March  28,  1985,  and was  subsequently  changed  to a Nevada
Corporation on September 14, 1999. The Company was  incorporated for the purpose
of  providing a business  framework  within  which  capital  could be raised and
business opportunities,  with profit potential, could be sought. From the period
of inception  until  December 31, 1989,  the Company  operated as a  development
stage  corporation.  Effective  February 1, 1990,  the Company  began  permanent
operations  in the mining  industry  with  emphasis on  decorative  rock used in
landscaping.

         In 1990 the Company  acquired a mining property  located in Morristown,
(near Wickenburg)  Arizona. In 1994 and 1995, the Company sold all of its assets
and ceased active operations.

         Effective October 7, 1999 the Company merged with ECenter,  Inc, a Utah
corporation.  Subsequently,  the Company changed its name to iShopper.com,  Inc.
("iShopper.com").  As a result of the merger,  the Company had two  wholly-owned
subsidiaries:  Outbound Enterprises,  Inc. and iShopper Internet Services,  Inc.
Through these  subsidiaries  the Company is engaged in the business of providing
cost effective  e-commerce  development and support for all sizes of businesses.
This includes low cost  solutions for small  businesses  that would normally not
have  the  resources  to  create  an  e-commerce  solution,  as well  as,  fully
customized and specialized e-commerce sites for large organizations.  A total of
125,000 shares of the Company's common stock were issued pursuant to the merger.
Effective  November  1999,  the Company  refocused  its efforts into becoming an
Internet holding company.

         On November 1, 1999,  the Company  purchased  NowSeven.com,  Inc. for a
total of 1,000,000 shares of the Company's common stock.  NowSeven.com,  Inc. is
in the business of Internet and database marketing services.

         On January 31, 2000,  the Company  purchased  Stinkyfeet.com,  Inc. for
7,500 shares of the Company's  common stock and cash of $40,000.  Stinkyfeet.com
is a freeware showroom where customers can create their own stores,  get banners
and web based e-mail at no cost.

         On  April 4,  2000,  the  Company  purchased  Uniq  Studios,  Inc.  for
1,500,000  shares of the Company's  common stock and options to purchase 500,000
shares of common  stock at $7.60 per share.  In addition to its cutting edge web
design,  digital  animation,  and Flash work,  Uniq has  developed a proprietary
technology,  patent pending, that allows the Internet to be combined with CD-ROM
technology  in an isolated  environment.  This allows Uniq to create  multimedia
pieces on a CD-ROM that will  interface with the web and update itself weekly or
even hourly,  to provide the user with a completely  unique experience each time
the CD is used.

         On April 7, 2000, the Company purchased Totalinet.net, Inc. for 200,000
shares of the Company's common stock. Totalinet has a robust e-commerce platform
and a  multi-tiered  menu of  services  that will  compliment  those  offered by
iShopper.com.  iShopper and Totalinet will use separate  branches to provide all
of the  e-commerce  and marketing  tools needed to do business on the web. These
services  include  TotaliMall,   TotaliAuction,   TotaliCash,  TotaliCenter  and
TotaliPrint. TotaliMall is an Internet mall environment and TotaliAuction allows
iShopper and  Totalinet  customers  to sell  product in an auction  environment.
TotaliCash  will use coupons  and gift  certificates  to share mall  traffic and
support an affiliate program,  while TotaliCenter will host Business to Business
functions like drop shipping and printing.

         iShopper.com's   strategy   includes   acquiring  or  taking  strategic
positions in companies that have synergies with iShopper.com portfolio holdings.
Current  iShopper.com  holdings include:  Outbound  Enterprises,  Inc., iShopper
Internet  Services,  Inc., and NowSeven.com,  Inc.,  Stinkyfeet.com,  Inc., Uniq
Studios, Inc. and Totalinet.net, Inc.

         The principal revenues realized by the Company in 1999 of approximately
$3.9 million were  generated  from the sales of web site  creation,  e-commerce,
gateway  software and hosting  services  which was the principal  product of the
Company's first two acquisitions, iShopper and Outbound Enterprises, Inc.

         iShopper.com's   executive   management  and  board  of  advisors  have
extensive  contacts in the Internet business market.  iShopper.com is looking to
expand its portfolio of business holdings with Internet  companies that have the
following  general   characteristics  1)  synergies  with  current  iShopper.com
holdings,  2) positive or at least  break-even cash flow, 3) need for investment
and strategic  positioning  to achieve the next level of growth and 4) assisting
companies to be transformed into Internet related business.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

         This Report,  including all documents incorporated herein by reference,
includes certain "forward-looking statements" within the meaning of that term in
Section  13 or  15(d) of the  Securities  Act of 1934,  and  Section  21E of the
Exchange Act, including, among others, those statements preceded by, followed by
or  including  the  words  "believes,"   "expects,"   "anticipates"  or  similar
expressions.

         These  forward-looking  statements  are based  largely  on our  current
expectations and are subject to a number of risks and uncertainties.  Our actual
results  could  differ  materially  from these  forward-looking  statements.  In
addition to the other risks  described  in the "Factors  That May Affect  Future
Results"  discussion  under Item 6,  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations  in Part  II of this  Report,
important  factors to consider in  evaluating  such  forward-looking  statements
include:

     o    changes in our  business  strategy  or an  inability  to  execute  our
          strategy due to unanticipated changes in the market,

     o    our   ability  to  raise   sufficient   capital   to  meet   operating
          requirements,

     o    various  competitive  factors  that  may  prevent  us  from  competing
          successfully in the marketplace, and

     o    changes in  external  competitive  market  factors or in our  internal
          budgeting  process  which  might  impact  trends  in  our  results  of
          operations.

In light of these risks and  uncertainties,  there can be no assurance  that the
events contemplated by the forward-looking  statements  contained in this Report
will, in fact, occur.

STRATEGY & MARKET OPPORTUNITY

         The iShopper.com  strategy is to create shareholder value by developing
a portfolio  of Internet  company  holdings  that either 1) become a  permanent,
cash-flow positive fixture in the companies holdings,  2) achieve the next level
of growth and are the target of a strategic acquisition by a third-party,  or 3)
pursue an initial public  offering and 4) assisting  companies to be transformed
into Internet  related  business.  While the Company  strives to create positive
shareholder  value  from  every  holding  in its  portfolio,  there will be some
holdings  that exceed  expectations  and some holdings that will not reach their
full potential.

         iShopper.com  management  believes  that  there  is  tremendous  market
opportunity  for  the  Company's   strategy.   There  is  no  question  that  an
unprecedented  amount of venture capital has recently gone into the marketplace,
funding thousands of new Internet  companies.  In just the Silicon Valley alone,
according to San Jose Mercury News,  November 6, 1999,  the first nine months of
1999 brought $7.7 billion of venture  capital  funding,  nearly  equaling the $8
billion for 1997 and 1998 combined.

         This venture  capital  funding is fueled by the dramatic growth and use
of the Internet.  International Data Corporation (IDC) estimates that the number
of individuals  accessing the Internet will grow from  approximately 142 million
at the end of 1998 to more than 502 million by the end of 2003.  Consumer online
spending is expected to experience  similar dramatic growth.  Forrester Research
predicts that online sales in the United States will increase from 20 billion in
1999 to approximately 184 billion by 2004.

         The Internet has created new and more efficient ways to reach customers
and is changing the competitive dynamics for doing business. Companies no longer
have to be large  international  conglomerates to transact  business  worldwide.
Small  businesses,  with  relative  small  investments,  can now operate in this
global economy and compete directly with larger  corporations using the Internet
as a  communications,  customer  service,  selling and  distribution  tool. As a
result,  the onrush of Internet companies  developing  Internet related products
and services with newer bells and whistles  continue to escalate in unparalleled
proportions.

         iShopper.com  believes that many of these new Internet  companies  will
find it  difficult  to achieve  their  growth  goals on their own.  They will be
looking  to reap  the  synergistic  rewards  of  being a  member  company  in an
attractive portfolio of companies.  For example, CMGI is often cited as the most
successful  example of the  Internet  holding  company  model.  In a recent news
article by The Industry  Standard,  December 15,  1999,  about CMGI's  portfolio
company,  NaviSite,  it was reported that 58 percent of NaviSite's revenue comes
from providing services to other CMGI units and to companies in which CMGI is an
investor.   As  many  young   companies  can  see,  the  network  of  privileged
relationships afforded to companies who are part of a larger portfolio can often
make the difference between success and failure of the business venture.

         iShopper.com's  corporate  headquarters  in Sandy,  Utah  provides  the
Company an excellent opportunity to pursue the many local deals in the Salt Lake
City and Intermountain  area. Utah is one of the ten  fastest-growing  states in
the  United   States.   A  great  deal  of  this   growth  is  coming  from  the
high-technology  sector.  Gateway,  Inc.  opened a Salt Lake City factory in the
fall of 1998 and the Intel Corp. is building a  research-and-development  center
in  Riverton,  Utah that will  become a  showpiece  for the  state's  technology
industry.  The influx of technology  companies in combination with the excellent
universities  and  colleges  in the Salt Lake  City area make for a vibrant  new
technology business environment.

COMPETITIVE CONDITIONS

         Simply  stated,  iShopper.com  competition  can  be  defined  as  those
companies  or  organizations  that  will be  competing  for the  deals  in which
iShopper.com  is interested.  Since  iShopper.com  will not be looking to be the
first or seed  investor in a company,  the  Company  does not believe it will be
competing  with  the  venture  capital  firms  in Utah  and  elsewhere.  Rather,
iShopper.com  often  receives  deal flow from venture firms who  understand  the
possible benefits of their company's inclusion in the iShopper.com portfolio.

         While  iShopper.com's  strategy  is similar in many  respects  to CMGI,
iShopper.com  management  believes  that the types of deals and  companies  that
iShopper.com  will pursue will most often be "under the radar" of CMGI and other
large internet holding companies.

         The Internet  Capital Group ("ICG") is another  possible  competitor of
iShopper.com.   However,  ICG  is  pursuing  a  strictly  "business-to-business"
strategy for acquisitions or strategic investments. ICG's tight focus means that
a  lot  of  the  deals  the  iShopper.com   might  pursue  could,  in  fact,  be
complementary and not competitive to ICG holdings.

         Since  iShopper.com is pursuing companies in many different product and
service  sectors of the  Internet,  it is  impossible  to list all the  possible
competitors  that may pose a serious future  competitive  threat to the Internet
companies in the growing iShopper.com portfolio.

PRODUCTS & SERVICES - CURRENT

         iShopper.com  offers its portfolio  companies three important  products
and  services:  1) capital  to grow their  business,  2) expert  management  and
strategic  advice,  and 3) synergies  created by the network of companies in the
iShopper.com  portfolio  and  4)  assisting  companies  to be  transformed  into
Internet related business.

         The products and services of iShopper.com's  wholly owned companies and
majority owned subsidiaries as of April 10, 2000 include the following: Outbound
Enterprises,  Inc.,  iShopper  Internet  Services,  Inc.,  NowSeven.com,   Inc.,
Stinkyfeet.com, Inc., Uniq Studios, Inc. and Totalinet.net, Inc.

E-Commerce Tools and Hosting

         iShopper.com,  Inc. is an electronic commerce provider that specializes
in the creation and hosting of highly effective Internet based commerce sites to
small  and  medium  sized  businesses.  The  iShopper.com  site  is a  shopping,
purchasing,  and business  commerce  alternative to traditional brick and mortar
services.  iShopper services include low-cost commerce  solutions for businesses
that would not normally have those  resources to create an e-commerce  solution.
The  iShopper  portal  is  specifically   oriented  to  purchasers  and  buying.
Individual  consumers can access the iShopper  portal through the world wide web
and find  information  about any and all products for iShopper  hosted sites, as
well as how to  create  site's  and  various  resources  to  help in  electronic
commerce.

Internet Marketing Services

         Outbound  is  an  Internet   marketing   company  that  specializes  in
business-to-business  marketing  and  e-commerce  services.  Outbound  also  was
holding  Internet  training  seminars which were held weekly and has now changed
its venue to a  quarterly  basis.  Outbound  is using the leads  generated  from
previous seminars to promote its products through  telemarketing sales. Outbound
utilizes direct sales forces to market  e-commerce and Internet  products in the
majority of the top US ADI markets.  Outbound  targets  small  business  owners,
entrepreneurs,  and individuals  seeking  e-commerce  opportunities  on the web.
Outbound  offers full  e-commerce  solutions  including  customized  web design,
hosting, web traffic statistics,  and customer support. Each site Outbound sells
and/or  leases is owned  and  operated  independently,  but is  enhanced  by the
iShopper brand and accessed through the iShopper portal.

         NowSeven.com,  Inc. specializes in business-to-business  database lists
and services that support  direct  marketing to Internet  based  companies.  The
Company owns electronic databases,  mailing lists as well as offering electronic
press release services and Internet marketing tools.

Internet Store Front and Web Pages

         iShopper  Internet  Services  and  Totalinet  has a  robust  e-commerce
platform and a multi-tiered  menu of services that will compliment those offered
by iShopper.

Internet Browser and Commerce Tool

         Uniq  Studios  has  developed  revolutionary  browser  and  multi-media
technology  that  could  potentially  revolutionize  the  look  and  feel of the
e-commerce experience. The market for such technology is enormous and growing at
a staggering pace.

PRODUCTS & SERVICES - FUTURE

Business-to-Business Hardware and Software Distribution

         iShopper.com  is currently  negotiating  the purchase of a company that
specializes in hardware and software sales via a  business-to-business  Internet
model.  The Company has  established  distribution  channels  and a proven track
record amongst its vendor and customer base.

Internet Direct Sales

         iShopper.com is currently negotiating the purchase of a company that is
selling  Internet  related  services  via its  telesales  networks.  The Company
currently  employs  in excess  of 125 sales  personnel.  If the  acquisition  is
consummated,  iShopper.com will incorporate certain of its existing products and
technologies into this sales and distribution channel.

RESEARCH & DEVELOPMENT

         iShopper.com  understands that technological  innovation is often a key
to success in the Internet business market.  Further,  the pace of technological
innovation  in the  Internet  business  market is  incredibly  rapid.  It can be
daunting for a single company to try to keep pace with  technological  change on
all levels.  This  challenge is actually a market  advantage  for  iShopper.com.
Because   iShopper.com  is  continually  bringing  in  new  companies  into  its
portfolio,  these companies are bringing new tools and quite often, cutting edge
technology  that can be shared  with the  other  companies  in the  iShopper.com
portfolio.

         However,  because technology innovation is so central to success in the
Internet  business  market,  iShopper.com  still expects its member companies to
incur  significant   research  and  development   expenses  during  the  initial
development phase of new products and services.

MARKETING AND SALES

         iShopper.com  markets and sells the products of its portfolio companies
through dedicated staff at the respective companies.  iShopper.com believes that
its  portfolio   companies  should  maintain  close   relationships  with  their
customers,  an interaction  facilitated  through  dedicated  sales and marketing
staff.

         iShopper.com  plans on utilizing its  extensive  contacts in the direct
sales field to create privileged relationships with numerous marketing companies
in the United States and abroad. The iShopper.com  management  believes that its
ability to reach mass consumers and small  businesses  through  powerful  direct
distribution channels, is a significant  competitive advantage for its portfolio
companies.

EMPLOYEES

         As of April 10,  2000,  iShopper.com  and its  subsidiaries  employed a
total of 29 persons.  We believe our relations with our employees are good. None
of our employees are associated with unions.

ENVIRONMENTAL STANDARDS

         The  Company is not  involved  in any  project  that  would  effect the
environment.

ITEM 2.  PROPERTIES

         Our  corporate  facility is located at 8722 South 300 West,  Suite 106,
Sandy, Utah 84070. This facility is approximately 2,775 square feet, leased on a
month to month basis for $2,750.  We believe that this  property is suitable for
our immediate  needs,  however,  as the Company grows there will be a need for a
larger facility.  ishopper,  NowSeven, and Stinkyfeet are located and managed at
the corporate facility.

         Uniq Studios,  Inc.  facility is located at 761 West 1200 North,  Suite
100, Springville,  Utah 84663. We believe that this property is suitable for our
immediate needs.  This facility is approximately  3,042 square feet, leased on a
three-year basis, with the lease ending in February,  2003, for $2,569 per month
for the first year, $2,620 for the second year, and $2,673 for the third year.

         Totalinet.net's  facility is located at 2645 Financial Court,  Suite D,
San Diego,  California  92117. We believe that this property is suitable for our
immediate  needs.  This facility is approximately  3500 square feet,  leased for
$2,660 per month,  ending August 31, 2001, plus approximately $300 per month for
common use area. The Company will assume this lease in April, 2000.

ITEM 3.  LEGAL PROCEEDINGS

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.



<PAGE>



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

         Our common  stock  trades on the OTC  Bulletin  Board  under the symbol
[IHPR].  The  following  table  sets  forth  the range of the high and low sales
prices  per share of our  common  stock for the fiscal  quarters  indicated,  as
reported by OTC.  Prior to December 23, 1999,  there was no known public trading
in our common stock.  Quotations represent  inter-dealer prices,  without retail
markup,  markdown,  or  commission  and may  not  necessarily  represent  actual
transactions.

                                    HIGH              LOW
               1999
               ----
          Fourth Quarter         $   1/8          $   1/8
          Third Quarter              N/A              N/A
          SecondQuarter              N/A              N/A
          First Quarter              N/A              N/A

               1998
               ----
          Fourth Quarter             N/A              N/A
          Third Quarter              N/A              N/A
          SecondQuarter              N/A              N/A
          First Quarter              N/A              N/A


Approximate Number of Equity Security holders

         On April 10, 2000,  there were 204 shareholders of record of our common
stock. Because many of such shares are held by brokers and other institutions on
behalf  of  shareholders,  we  are  unable  to  estimate  the  total  number  of
shareholders represented by these record holders.

Dividends

         We do not presently  pay  dividends on our common stock.  We intend for
the foreseeable future to continue the policy of retaining earnings,  if any, to
finance the development and growth of our business.

ISSUANCE OF SECURITIES

     o    During the 1st quarter of 1999, the Company issued  40,000,000  shares
          for  services of a new officer and  Director  that started in January,
          1999. The shares were issued at a value of $.001 per share or $40,000.
          We issued the shares to  accredited  investors  only in reliance  upon
          Section 4(2) of the 1933 Act.

     o    On October 7, 1999, the Company issued 125,000 post-reverse shares for
          all of the outstanding  shares of ECenter,  Inc. which was merged into
          the  Company  as of that  date.  ECenter  was the  parent  company  of
          iShopper Internet  Services,  Inc. and Outbound  Enterprises,  Inc. We
          issued  the  shares to  accredited  investors  only in  reliance  upon
          Section 4(2) of the 1933 Act.

     o    On  October  8,  1999,  the  Company  effectuated  a 1 for 1000  stock
          reverse,  which resulted in  outstanding  stock of 89,377 shares after
          the reverse split,  however,  no certificate was reversed to less than
          100 shares.

     o    On November 1, 1999,  the Company issued  1,000,000  shares for all of
          the assets of  NowSeven.com,  Inc. We issued the shares to  accredited
          investors only in reliance upon Section 4(2) of the 1933 Act.

     o    On November 1, 1999, the Company issued  1,000,000 shares for services
          as a signing  bonus for Douglas S. Hackett  becoming the President and
          Chief  Executive  Officer  of the  Company.  We issued  the  shares to
          accredited  investors  only in reliance  upon Section 4(2) of the 1933
          Act.

     o    On November 17, 1999, the Company issued 2,600,000 shares for exercise
          of  options  of   post-reverse   shares  at  $.01  per  share.   Total
          consideration paid was $26,000.  The Board of Directors approved stock
          options  of  post-reverse  shares to various  individuals  at $.01 per
          share before the  acquisition of ECenter on October 1, 1999. We issued
          the shares to accredited  investors only in reliance upon Section 4(2)
          of the 1933 Act.

     o    In a private placement conducted in December, 1999, the Company issued
          2,000,000  shares  at $.75 per  share.  Total  consideration  received
          before  December  31,  1999  was   $1,102,500.   The  balance  of  the
          subscriptions  receivable  ($397,500)  was received  shortly after the
          first of the year. We issued the shares to accredited  investors  only
          in reliance upon Section 4(2) of the 1933 Act.

     o    In a private  placement  conducted  on December  3, 1999,  the Company
          issued  1,000,000  shares at $1.75 per share.  This is a  subscription
          receivable  as of December 31, 1999.  The balance of the  subscription
          receivable is anticipated  to be received  before May, 2000. We issued
          the shares to accredited  investors only in reliance upon Section 4(2)
          of the 1933 Act.

     o    On December 1, 1999, the Company issued to William E. Chipman, Sr. and
          Lance  King  200,000  options  each at a  purchase  price of $1.75 per
          share. We issued the options to accredited  investors only in reliance
          upon Section 4(2) of the 1933 Act. None have been exercised.

     o    On January 31, 2000, the Company  purchased  Stinkyfeet.com,  Inc. for
          7,500 shares of stock and cash consideration for all of the issued and
          outstanding stock of Stinkyfeet.com, Inc.

     o    During the first quarter, the Company issued 1,173,058 of common stock
          for partial  conversion of a $60,000 note. All issuances of stock were
          for  conversion of debt at $.017 per share per an agreement  signed on
          or about  December 31, 1997.  The Company  relied upon Section 4(2) of
          the 1933 Act and  issued  the shares to an  accredited  investor.  The
          Company issued the following shares for the following  debt/conversion
          consideration:

          -    300,000 shares for $5,100 on January 3, 2000.
          -    300,000 shares for $5,100 on March 6, 2000.
          -    273,058 shares for $4,642 on March 13, 2000.
          -    300,000 shares for $5,100 on March 14, 2000.

     o    On April 4,  2000,  the  Company  purchased  Uniq  Studios,  Inc.  for
          1,500,000  shares of common stock of iShopper.com  and 500,000 options
          at $7.60 per share.

     o    On April 7,  2000,  the  Company  purchased  Totalinet.net,  Inc.  for
          200,000 shares of common stock of iShopper.com.
<PAGE>


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The  following  discussions  should  be read in  conjunction  with  the
Company's  Consolidated  Financial  Statements  contained herein under Item 7 of
this Report.

                                            Year                   Year
                                           Ended                  Ended
                                       Dec. 31, 1999          Dec. 31, 1998
                                      -----------------      -----------------
Revenue:                              $      3,924,869       $        414,740
                                      -----------------      -----------------
Expenses (including selling,
general and administrative)                  4,852,370                562,353
                                      -----------------      -----------------
Net earnings (loss)                   $      ( 927,501)      $      ( 147,613)
                                      =================      =================


RESULTS OF OPERATIONS

         Sales for the  twelve  months  ended  December  31,  1999 and 1998 were
respectively, $3,924,869 and $414,740. The Company's principal source of revenue
for 1999 and 1998 were sales from the web sites and  merchant  accounts  sold of
$3,678,442 and $414,740.  The dramatic  increase in sales is due to having sales
activity  for an entire year for 1999  compared  to only 4 months for 1998.  The
remaining  revenues for 1999 came from various sales from the other consolidated
entities.

         Cost of sales for the twelve  months  ended  December 31, 1999 and 1998
were,  respectively,  $276,600  or 7.1% of sales and  $18,571  or 4.5% of sales.
These costs were mainly the cost of materials used for direct sales and products
which  were  resold.  The gross  profit  of 1999 and 1998 was  92.9% and  95.5%,
respectively.

         General & Administrative  expenses for the twelve months ended December
31, 1999 and 1998 were, respectively,  $3,912,542 or 99.7% of sales and $484,683
or 116.9% of sales.  These  costs were  mainly  the  payroll  and  travel  costs
relating to the seminars.  These  seminars were given through the entire country
from San Francisco to New York.

         Bad Debt expense for the twelve months ended December 31, 1999 and 1998
were,  respectively,  $653,702  or 16.7% of sales and $59,720 or 14.4% of sales.
Included in this expense is $138,028 and $26,555, respectively, representing the
allowance for doubtful  account.  The remaining balance is write-offs of account
receivables,  which were sales financed for a period of twelve  months.  Some of
these clients have not continued with their payment plan. These  receivables are
turned over to a collection  agency after 90 days of no payment and were written
off at that time. If there is a collection on the receivable, then the sale will
be recorded at that time.

         During 1999 the Company purchased iShopper and NowSeven, which included
goodwill of $219,713 and $10,000,  respectively. For the year ended December 31,
1999 the Company  wrote off goodwill of $229,713 due to the  determination  that
the assets had no value. There was no goodwill written off in 1998.

         For the year  ended  December  31,  1999,  the  Company  recorded a tax
benefit of $233,810.  This is due to having a loss of $927,501.  The Company has
recorded a tax benefit of $472,120,  with a valuation allowance of approximately
50%. There was no tax benefit or liability for 1998.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has  financed  its  operations  to date  primarily  through
private  placements  of  equity  securities  and  current  sales.  We have  been
unprofitable  since  inception  (1998) and we have  incurred  net losses in each
year.

         We had  negative  working  capital of  $155,008  at  December  31, 1999
compared  to $52,995 on  December  31,  1998.  We  currently  have  subscription
receivables in the amount of $2,150,500,  which we expect to collect in the next
twelve  (12)  months.  These  receivables  should  be  sufficient  to cover  our
operations and working capital requirements for the next twelve (12) months.

         The direction of the Company is going toward  purchasing  and acquiring
several  Internet  based and  technology  businesses  which will  complement our
current business  activities.  The Company  currently has four letters of intent
for  the  purchase  of  other  subsidiaries  which  are  in  various  stages  of
negotiations.  We are  currently  in the process of issuing a private  placement
memorandum to raise  approximately  $10 million.  This capital  infusion will be
used for the above noted purchases and any future working capital needs.

         The Company's  working capital and other capital  requirements  for the
foreseeable  future will vary based upon the number of  companies we acquire and
if those  acquisitions  are cash or stock  related.  The  Company  is working to
obtain additional  funding from several sources,  including  private  placement.
This funding looks promising, however, there can be no assurance that additional
funding will become available.

         Through  our  operating   subsidiaries,   we  are  developing   various
Internet-based  services  and we are  executing  an overall  business  plan that
requires significant additional capital for among other uses:

         o    acquisitions,

         o    expansion into new domestic and international markets,

         o    additional management and personnel.

        Furthermore, our funding of working capital and current operating losses
will require some additional capital investment.

INFLATION

        Our  business  and  operations  have not  been  materially  affected  by
inflation during the periods for which financial information is presented.

OUTLOOK

         The iShopper.com  strategy is to create shareholder value by developing
a portfolio of Internet and technology  company holdings that either 1) become a
permanent,  cash-flow positive fixture in the companies holdings, 2) achieve the
next  level  of  growth  and are the  target  of a  strategic  acquisition  by a
third-party,  or 3) pursue an initial public offering. While the Company strives
to create positive shareholder value from every holding in its portfolio,  there
will be some holdings that exceed  expectations  and some holdings that will not
reach their full potential.

         iShopper.com  management  believes  that  there  is  tremendous  market
opportunity   for  the  Company'   strategy.   There  is  no  question  that  an
unprecedented  amount of venture capital has recently gone into the marketplace,
funding thousands of new Internet  companies.  In just the Silicon Valley alone,
the first nine months of 1999 brought $7.7 billion of venture  capital  funding,
nearly equaling the $8 billion for 1997 and 1998 combined.

         This venture  capital  funding is fueled by the dramatic growth and use
of the Internet.  International Data Corporation (IDC) estimates that the number
of individuals  accessing the Internet will grow from  approximately 142 million
at the end of 1998 to more than 502 million by the end of 2003.  Consumer online
spending is expected to experience  similar dramatic growth.  Forrester Research
predicts that online sales in the United States will increase from 20 billion in
1999 to approximately 184 billion by 2004.

         The Internet has created new and more efficient ways to reach customers
and is changing the competitive dynamics for doing business. Companies no longer
have to be large  international  conglomerates to transact  business  worldwide.
Small  businesses,  with  relative  small  investments,  can now operate in this
global economy and compete directly with larger  corporations using the Internet
as a  communications,  customer  service , selling and  distribution  tool. As a
result,  the onrush of Internet companies  developing  Internet related products
and services with newer bells and whistles  continue to escalate in unparalleled
proportions.

         iShopper.com  believes that many of these new Internet  companies  will
find it  difficult  to achieve  their  growth  goals on their own.  They will be
looking  to reap  the  synergistic  rewards  of  being a  member  company  in an
attractive portfolio of companies. For example, CMGI is often touted as the most
successful  example of the  Internet  holding  company  model.  In a recent news
article about CMGI portfolio company,  NaviSite, it was reported that 58 percent
of NaviSite's  revenue comes from providing  services to other CMGI units and to
companies in which CMGI is an  investor.  As many young  companies  can see, the
network of  privileged  relationships  afforded to  companies  who are part of a
larger  portfolio can often make the difference  between  success and failure of
the business venture.

         iShopper.com's  corporate  headquarters  in Sandy,  Utah  provides  the
Company an excellent  opportunity to pursue the purchase of many local companies
in the  Salt  Lake  City  and  Intermountain  area.  Utah  is  one  of  the  ten
fastest-growing  states in the United  States.  A great  deal of this  growth is
coming from the high-technology  sector.  Gateway,  Inc. opened a Salt Lake City
factory   in  the  fall  of  1998   and  the   Intel   Corp.   is   building   a
research-and-development  center in Riverton,  Utah that will become a showpiece
for the state's  technology  industry.  The influx of  technology  companies  in
combination  with the excellent  universities and colleges in the Salt Lake City
area make for a vibrant new technology business environment.

Factors That May Affect Future Results

We Have No Significant Operating History.

         As a  development  stage  company  commencing  business  in  the  newly
emerging and rapidly changing Internet and e-commerce industries, we are subject
to all the  substantial  risks  inherent in the  commencement  of a new business
enterprise.  We can provide no  assurance  that we will be able to  successfully
generate revenues,  operate profitably, or make any distributions to the holders
of our securities.  Additionally,  we have no significant  business history. Our
prospects  must be considered in light of the risks,  expenses and  difficulties
encountered by companies in the early stages of development. Such risks include,
but are not limited to, an evolving  and  unpredictable  business  model and the
management of growth.  We can provide no assurance that we will be successful in
addressing  such risks,  and the failure to do so could have a material  adverse
effect on our business.

We Incurred  Operating  Losses for the Current Year, but Plan on Profits for the
Coming.

         At December 31, 1999,  our  accumulated  deficit  since  inception  was
$1,075,114.  For the twelve  months ended  December  31,  1999,  we incurred net
losses of $927,501.  We have incurred a net loss in each year of our  existence,
and have financed our operations  primarily through sales of equity  securities.
Our expense levels are approximately  $100,000 per month and our gross profit is
increasing, which is currently at approximately $85,000 per month . We expect to
increase our revenues on a monthly basis through our current business structure.
Also, through further acquisitions our revenue will exceed our expenses, thus we
are planning for a profitable year.

We Have Significant Funding Needs.

         We  require   capital  funds  to  continue  in  our  growth  plans  and
acquisitions. We already have several avenues which we are presently pursuing to
obtain the needed funds for growth.  These funds will be given to the Company in
exchange for equity.  We expect our current source of working capital to be from
proceeds from our various private placement  offerings.  However, we can provide
no assurance  that the proceeds from the  offerings  will be sufficient to cover
our cash requirements. If adequate funds are unavailable, we may delay, curtail,
reduce the scope of or eliminate the expansion of our  operations,  acquisitions
and/or our  marketing  and sales  efforts  which  could have a material  adverse
effect on our financial condition and business operations.

As a Start-Up Company, Our Quarterly Operating Results May Fluctuate.

         Based on our business and industry and as a start-up company, we expect
to experience significant fluctuations in our future quarterly operating results
due to a variety of factors, many of which are outside our control. Factors that
may adversely affect our quarterly operating results include:

     o    our ability to attract  new  customers  at a steady rate and  maintain
          customer satisfaction,

     o    the demand for the products and services we intend to market,

     o    the amount and timing of capital expenditures and other costs relating
          to the expansion of our operations,

     o    the introduction of new or enhanced services by us or our competitors,
          and

     o    economic conditions  specific to the Internet,  e-commerce or all or a
          portion of the technology market.

As an Internet Based Company, We are in an Intensely Competitive Industry.

         The Internet and e-commerce industries are highly competitive, and have
few barriers to entry.  Although there are few competitors who offer the same or
similar  services  of the  type we  offer,  we can  provide  no  assurance  that
additional competitors will not enter markets that we intend to serve.

         We believe  that our ability to compete  depends on many  factors  both
within and beyond our control, including the following:

     o    the timing and market acceptance of our business model,

     o    our competitors' ability to gain market control,

     o    the success of our marketing efforts,

     o    acquisitions of companies with new internet models or technology,

     o    refocusing companies to internet based models,

     o    using current relations to extend all business sales and marketing.


The Future Success of Our Business Depends on Our Ability to Acquire Profitable,
Growing Companies.

         Our  success  depends  in large part upon our  ability  to attract  new
business  mergers  and  acquisitions.  The  inability  to  acquire  high  growth
companies could have a material adverse impact on our results of operations.  It
is not difficult to locate new and growing companies,  but there is no guarantee
the  companies  we  feel  are  high  growth,  Internet  related  will  meet  our
expectations. However, we have an acquisition formula we feel is appropriate for
our growth plans.

Our  Business  is  Dependent  on  the   Maintenance   of  the  Public   Internet
Infrastructure.

         Our success will depend,  in large part,  upon the  maintenance  of the
public Internet infrastructure as a reliable network backbone with the necessary
speed, data capacity, and security. To the extent that the Internet continues to
experience   increased  numbers  of  users,   frequency  of  use,  or  increased
requirements   of  users,   we  can  provide  no  assurance  that  the  Internet
infrastructure  will continue to be able to support the demands  placed on it or
that the  performance  or  reliability  of the  Internet  will not be  adversely
affected. In addition,  the Internet could lose its viability as a form of media
due to delays in the development or adoption of new standards and protocols that
can handle increased levels of activity.

We Are Dependent on the Continued Growth of Online Commerce.

         Our success is substantially  dependent upon the widespread  acceptance
and use of the  Internet and other  online  services as an  effective  medium of
commerce.  Rapid  growth in the use of and  interest in the  Internet  and other
online  services is a recent  phenomenon,  and we can provide no assurance  that
acceptance and use will continue to develop or that a sufficiently broad base of
consumers  will  adopt,  and  continue to use,  the  Internet  and other  online
services as a medium of  commerce.  Demand and market  acceptance  for  recently
introduced services over the Internet are subject to a high level of uncertainty
and there exist few proven services or business models.

We Must  Develop,  Produce and  Establish New Products and Services That Keep Up
With Rapid Technological Change.

         The market for Internet services and business-to-business e-commerce is
characterized  by  rapid  technological  changes,   frequent  software  changes,
frequent new products and service introductions and evolving industry standards.
The  introduction of services  embodying new processes and  technologies and the
emergence  of new  industry  standards  can  rapidly  render  existing  services
obsolete  and  unmarketable.  Our success in  adjusting  to rapid  technological
change will depend on our ability to:

     o    develop and introduce  new services that keep pace with  technological
          developments and emerging industry standards; and

     o    address the increasingly sophisticated and varied needs of customers.

         Due to inadequate technical expertise,  insufficient  finances or other
reasons,  we may be unable to accomplish these tasks.  Such failure would have a
material adverse effect on our operating results and financial condition.

Our Operations May be Significantly Impaired by Changes in or Developments under
Domestic   or   Foreign   Laws,    Regulations,    Licensing   Requirements   or
Telecommunications Standards.

         We are not currently  subject to direct  regulation by any governmental
agency, other than regulations applicable to businesses generally.  However, due
to the  increasing  popularity  and use of the  Internet,  it is possible that a
number of laws and  regulations  may be adopted  with  respect  to the  Internet
covering   issues  such  as  user   privacy,   pricing,   content,   copyrights,
distribution,  and  characteristics  and quality of products and  services.  The
adoption of such laws or  regulations  may decrease the growth of the  Internet,
which could, in turn, decrease the demand for our services and increase our cost
of doing business.  Moreover, the applicability to the Internet of existing laws
in various jurisdictions governing issues such as property ownership,  sales and
other  taxes,  libel and  personal  privacy is  uncertain  and may take years to
resolve. Any such new legislation,  the application of laws and regulations from
jurisdictions  whose  laws  do  not  currently  apply  to our  business,  or the
application  of  existing  laws to the  Internet  could have a material  adverse
affect on our business.

The Volatility of Our Securities Prices May Increase.

         The market price of our common  stock has in the past been,  and may in
the future  continue to be,  volatile.  A variety of events may cause the market
price of our common stock to fluctuate significantly, including:

     o    quarter to quarter variations in operating results,

     o    adverse news announcements,

     o    the introduction of new products and services, and

     o    market  conditions  in  the  Internet-based   professional   services,
          business, and business-to-business e-commerce.

         In  addition,   the  stock  market  in  recent  years  has  experienced
significant price and volume  fluctuations  that have particularly  affected the
market prices of equity  securities  of many  companies in our business and that
often have been unrelated to the operating performance of such companies.  These
market fluctuations may adversely affect the price of our common stock.

We May be  Required  to Issue  Stock in the Future That Will Dilute the Value of
Our Existing Stock.

         We currently have 900,000 outstanding  options.  The exercise of all of
the outstanding options would dilute the then-existing  shareholders' percentage
ownership  of our  common  stock,  and any  sales  in the  public  market  could
adversely affect  prevailing market prices for our common stock.  Moreover,  our
ability to obtain  additional  equity capital could be adversely  affected since
the holders of  outstanding  options  will likely  exercise  the options when we
probably  could  obtain any needed  capital on terms more  favorable  than those
provided by these securities. We lack control over the timing of any exercise or
the number of shares issued or sold if exercises occur.

Our Failure to Manage Future Growth Could  Adversely  Impact Our Business Due to
the Strain on Our Management, Financial and Other Resources.

         Because our  business is in an early  development  stage,  our ultimate
success depends on our ability to manage growth.  In the future,  we may have to
increase staff rapidly and integrate new personnel  into our operations  without
affecting  productivity.  We will have to ensure that our administrative systems
and  procedures  are adequate to handle such growth.  It is unclear  whether our
systems,  procedures or controls  will be adequate to support our  operations or
that our  management  will be able to achieve the rapid  execution  necessary to
exploit  our  business  plan.  If  our  systems,   procedures  or  controls  are
inadequate, our operations and financial condition may suffer.

ITEM 7.  FINANCIAL STATEMENTS

         The following  constitutes a list of Financial  Statements  included in
Part II of this Report beginning at page 16 of this Report:

     o    Report of Independent Accountants

     o    Consolidated  Balance  Sheets as of December 31, 1999 and December 31,
          1998.

     o    Consolidated Statements of Operations for the years ended December 31,
          1999 and December 31, 1998.

     o    Consolidated  Statements of  Stockholders'  Equity for the period from
          July 8, 1998 to December 31, 1999.

     o    Consolidated Statements of Cash Flows for the years ended December 31,
          1999 and December 31, 1998.

     o    Notes to Consolidated Financial Statements.



<PAGE>

















                       iShopper.com, Inc. and Subsidiaries

                        Consolidated Financial Statements

                           December 31, 1999 and 1998


<PAGE>








                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of iShopper.com, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance sheets of iShopper.com,
Inc. (a Nevada  Corporation)  and  subsidiaries as of December 31, 1999 and 1998
and the related consolidated statements of operations,  stockholders' equity and
cash flows for the years ended  December 31, 1999 and 1998.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
iShopper.com,  Inc.  and  subsidiaries  at  December  31,  1999 and 1998 and the
results of its  operations  and cash flows for the years ended December 31, 1999
and 1998 in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  As discussed in Note 8, the Company's
recurring  operating losses and lack of working capital raise  substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to those matters are also  described in Note 8. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


Crouch, Bierwolf & Chisholm

Salt Lake City, Utah
March 28, 2000

<PAGE>
<TABLE>
<CAPTION>

                                        iShopper.com, Inc. and Subsidiaries
                                            Consolidated Balance Sheet

                                                      ASSETS

                                                                                           December 31,
                                                                                    1999                   1998
                                                                            ---------------------    ------------------
CURRENT ASSETS
<S>                                                                           <C>                      <C>
    Cash                                                                      $         13,935         $      20,468
    Accounts receivable (Net of allowance for doubtful accounts of                     130,886                28,875
       $138,028 and $26,555, respectively)
    Employee Receivables                                                                   ---                   547
    Prepaid expenses                                                                    30,515                12,057
    Deferred Tax Benefit (Note 1)                                                      236,060                   ---
                                                                            ---------------------    ------------------
       Total Current Assets                                                            411,396                61,947
                                                                            ---------------------    ------------------
PROPERTY AND EQUIPMENT (Net) (Note 2)                                                  141,983                20,751
                                                                            ---------------------    ------------------
OTHER ASSETS
    Deposits                                                                           108,981                11,131
                                                                            ---------------------    ------------------

                                                                              $        662,360         $      93,829
                                                                            =====================    ==================

                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                           December 31,
                                                                                    1999                   1998
                                                                            ---------------------    ------------------
CURRENT LIABILITIES
    Accounts payable and accrued expenses                                     $        304,653         $      89,942
    Accrued taxes (Note 1)                                                                 200                   ---
    Accrued interest                                                                    45,551                   ---
    Short term debt (Note 3)                                                           216,000                   ---
    Short term debt - related party (Note 9)                                               ---                25,000
                                                                            ---------------------    ------------------
       Total Current Liabilities                                                       566,404               114,942
                                                                            ---------------------    ------------------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, 100,000,000 shares authorized, $.001 par value;                        7,814                    62
       7,814,377 and 62,114 shares issued and outstanding
    Capital in excess of par value                                                   3,313,756               126,438
    Retained (Deficit)                                                              (1,075,114)             (147,613)
    Subscriptions Receivable (Note 6)                                               (2,150,500)                  ---
                                                                            ---------------------    ------------------
       Total Stockholders' Equity (Deficit)                                             95,956               (21,113)
                                                                            ---------------------    ------------------
                                                                              $        662,360         $      93,829
                                                                            =====================    ==================

                    The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                        iShopper.com, Inc. and Subsidiaries
                                       Consolidated Statements of Operations
                                                                              For the Year Ended
                                                                                 December 31,
                                                                          1999                1998
                                                                      -----------------    ---------------
<S>                                                                      <C>                  <C>
REVENUES                                                                 $   3,924,869        $   414,740
                                                                      -----------------    ---------------
COST OF SALES                                                                  276,600             18,571
                                                                      -----------------    ---------------
GROSS PROFIT                                                                 3,648,269            396,169
                                                                      -----------------    ---------------
OPERATING EXPENSES
         General and Administrative                                          3,912,542            484,683
         Bad Debt Expense                                                      653,702             59,720
         Loss from write off Goodwill (Note 1)                                 229,713                  -
         Depreciation and Amortization                                          23,543              1,206
                                                                      -----------------    ---------------
TOTAL OPERATING EXPENSES                                                     4,819,500            545,609

NET OPERATING INCOME (LOSS)                                                 (1,171,231)          (149,440)
                                                                      -----------------    ---------------
OTHER INCOME (EXPENSE)
         Interest Income                                                        28,567              1,827
         Interest Expense                                                      (5,197)                  -
                                                                      -----------------    ---------------
TOTAL OTHER INCOME (EXPENSES)                                                   23,370              1,827
                                                                      -----------------    ---------------
NET (LOSS) BEFORE TAXES                                                     (1,147,861)          (147,613)
                                                                      -----------------    ---------------
INCOME TAX BENEFIT (EXPENSE) (Note 1)                                          233,810                  -
                                                                      -----------------    ---------------
NET LOSS BEFORE EXTRAORDINARY LOSS:                                           (914,051)          (147,613)
                                                                      -----------------    ---------------
EXTRAORDINARY ITEMS
         Loss on casualty (Net of Income Tax Benefit of $2,050)
         (Note 4)                                                              (13,450)                 -
                                                                      -----------------    ---------------
NET INCOME (LOSS)                                                        $    (927,501)      $   (147,613)
                                                                      =================    ===============
LOSS PER SHARE (Note 1)
         Basic
                  Net Income loss before extraordinary items              $       (.68)        $   (2,38)
                  Extraordinary items                                             (.01)                -
                                                                      -----------------    ---------------
(LOSS) PER SHARE                                                          $       (.69)        $   (2.38)
                                                                      =================    ===============
WEIGHTED AVERAGE SHARES OUTSTANDING                                          1,349,234             62,114
                                                                      =================    ===============

                    The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                        iShopper.com, Inc. and Subsidiaries
                             Consolidated Statements of Stockholders' Equity (Deficit)
                               For the Period from July 8, 1998 to December 31, 1999


                                                                    Additional
                                          Common Stock                Paid-In           Retained         Subscriptions
                                     Shares           Amount          Capital          (Deficit)          Receivable
                                   ------------      ----------     ------------      -------------      -------------
<S>                                <C>               <C>            <C>               <C>                 <C>
Balance - July 8, 1998                       -          $    -          $     -           $      -           $      -

Shares issued to organizers for         62,114              62          126,438                  -                  -
cash

Net (loss) for the year ended
December 31, 1998                            -               -                -          (147,613)                  -
                                   ------------      ----------     ------------      -------------      -------------
Balance December 31, 1998               62,114              62          126,438          (147,613)                  -

Reorganization of Company -
Reverse acquisition of E-Center,
Inc. (Note 1)                           62,886              63          127,937                  -            (3,000)

Reorganization of Company -
Reverse acquisition of
iShopper.com, Inc. (Note 1)             89,377              89         (230,360)                 -                  -

Expenses paid by shareholder                 -               -            1,350                  -                  -

Shares issued for exercise of
stock options at $.01 per share      2,600,000           2,600           23,400                  -                  -
(Note 6)

Shares issued for purchase of
Now Seven, Inc. at $.01 per          1,000,000           1,000            9,000                  -                  -
share (Note 1)

Shares issued for services at
$.01 per share (Note 6)              1,000,000           1,000            9,000                  -                  -

Shares issued for cash at $.75
per share (Note 6)                   2,000,000           2,000        1,498,000                  -          (397,500)

Shares issued for cash at $1.75
per share (Note 6)                   1,000,000           1,000        1,749,000                  -        (1,750,000)

Net loss for the  year ended
December 31, 1999                            -               -                -          (927,501)                  -
                                   ------------      ----------     ------------      -------------      -------------
Balance - December 31, 1999          7,814,377         $ 7,814       $3,313,756       $(1,075,114)       $(2,150,500)
                                   ============      ==========     ============      =============      =============


                    The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                        iShopper.com, Inc. and Subsidiaries
                                       Consolidated Statements of Cash Flows

                                                                                   For the Year Ended
                                                                                       December 31,
                                                                                1999                   1998
                                                                        -----------------    --------------
<S>                                                                      <C>                  <C>
Cash Flows from Operating Activities
Net (loss) Profit                                                          $    (927,501)     $   (147,613)
Less non-cash items:
         Amortization & depreciation expense                                      23,643             1,206
         Bad Debt Expense                                                        114,527            26,555
         Loss from writedown of goodwill                                         229,713                 -
         Expenses paid by stock                                                   10,000                 -
         Expenses paid by stockholder                                              1,350                 -
         (Increase) decrease in accounts receivable                             (203,965)          (55,977)
         (Increase) decrease in prepaid expenses                                 (17,911)          (12,057)
         Increase (decrease) in accounts payable and accrued expenses            183,382            89,942
         Increase (decrease) in accrued taxes or tax benefits                   (234,510)                -
                                                                        -----------------    --------------
                  Net cash Provided (Used) by Operating Activities              (823,372)          (97,944)
                                                                        -----------------    --------------
Cash Flows from Investing Activities
         Purchase of equipment                                                  (131,203)          (21,957)
         Cash paid for deposits                                                  (97,850)          (11,131)
         Cash deficiency of acquired subsidiary                                   (5,508)                -
         Purchase of goodwill                                                   (226,000)                -
                                                                        -----------------    --------------
                  Net Cash Provided (Used) by Investing Activities              (460,561)          (33,088)
                                                                        -----------------    --------------

Cash Flows from Financing Activities
         Cash from stock issuance                                              1,256,500           126,500
         Cash from debt financing (Net)                                           20,900            25,000
                                                                        -----------------    --------------
                  Net Cash Provided (Used) by Financing Activities             1,277,400           151,500
                                                                        -----------------    --------------
                  Increase (Decrease) in Cash                                     (6,533)           20,468
Cash and Cash Equivalents at Beginning of Period                                  20,468                 -
                                                                        -----------------    --------------
Cash and Cash Equivalents at End of Period                                  $     13,935       $    20,468
                                                                        =================    ==============
Supplemental Non-Cash Transactions

Cash paid for:
         Interest                                                          $       542          $       -
         Income taxes                                                      $      1,350         $       -
         Stock issued for services/acquisitions                            $     20,000         $       -

                    The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>
                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - Summary Of Significant Accounting Policies

             a.   Organization

                     iShopper.com,  Inc. is a consolidated group of corporations
             with  three  companies  as  wholly  owned  subsidiaries,   Outbound
             Enterprises,   Inc.,   iShopper   Internet   Services,   Inc.,  and
             NowSeven.com, Inc. The consolidated group is known as the Company.

                     iShopper.com,   Inc.   (iShopper.com)   formerly  known  as
             Sunwalker  Development,  Inc. was incorporated on March 28, 1985 in
             the State of Utah and subsequently  changed to a Nevada Corporation
             on September 14, 1999. iShopper.com is in the business as a holding
             corporation for its wholly owned subsidiaries.

                     Outbound  Enterprises  Inc.  (Outbound) was incorporated on
             July  27,  1998 in the  State  of Utah  and is in the  business  of
             marketing the services iShopper provides.

                     iShopper Internet Services, Inc (iShopper) was incorporated
             on August 5,  1996 in the State of Utah and is in the  business  of
             creating and maintaining internet web sites.

                     NowSeven.com,  Inc.  (NowSeven) was  incorporated on August
             26,  1999  in the  State  of  Delaware  and is in the  business  of
             internet and database marketing services.  NowSeven was acquired on
             October  21,  1999.  All of the stock of NowSeven  was  acquired in
             exchange for 1,000,000 shares of iShopper.com.  The acquisition was
             accounted for as a purchase.  NowSeven's business activity is shown
             since acquisition.

                     The shareholders of Outbound acquired control of ECenter in
             July,  1999 through a reverse merger  acquisition  of ECenter.  The
             acquisition  is  accounted  for similar to a "pooling of  interest"
             method of  accounting  where the  history of Outbound is shown from
             inception  (1998).  On October 7, 1999, the shareholders of ECenter
             then  acquired  control of  Sunwalker  Development,  Inc., a Nevada
             corporation, by having 125,000 shares issued to the shareholders of
             ECenter for 100% of the outstanding shares of ECenter.  ECenter was
             merged   into   Sunwalker,   which   later   changed  its  name  to
             iShopper.com,   Inc.  This  acquisition  `is  accounted  for  as  a
             recapitalization   where  the  history  of  iShopper.com   and  its
             subsidiaries  (Outbound and iShopper) are presented  from inception
             or  purchase  (Outbound - July 7, 1998,  ECenter - April 28,  1999,
             iShopper - June 30, 1999, and iShopper.com - October 7, 1999).

                     At  the  time  of  the   acquisition   of  Sunwalker   (now
             iShopper.com),   there  were  89,377  shares  of  Sunwalker   stock
             outstanding.  An additional  125,000  shares were issued to acquire
             100% control of ECenter and its  subsidiaries.  This transaction is
             known as a recapitalization  of ECenter.  All equity stock activity
             of ECenter since its July 1998 inception is shown in terms of stock
             of   iShopper.com.   All  equity   funding   of  ECenter   and  its
             subsidiaries,  Outbound and iShopper, is shown historically through
             1998 and 1999 as if the 125,000  shares were issued  through  those
             years.  A total of $126,500 of equity funding was received in 1998,
             which is  represented  by the 62,114  shares of the  125,000  share
             issuance  (49.69%),  and $128,000 of equity funding was received in
             1999,  which is  represented  by the 62,886  shares of the  125,000
             share issuance (50.31%).


<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - Summary Of Significant Accounting Policies (Continued)

                     iShopper was acquired on July 1, 1999.  All of the stock of
             iShopper  was  acquired for a down payment of $76,000 and a note of
             $150,000 with  payments of $30,000 per month.  The  acquisition  of
             iShopper  was  accounted  for as a  purchase  with  net  assets  of
             iShopper  being $(780) at purchase,  resulting in goodwill value of
             $226,780.  iShopper's  business activity is shown since acquisition
             on July 1, 1999.

             b.   Recognition of Revenue

                     The Company's subsidiaries, Outbound, iShopper and NowSeven
             are  in  the  business  of  creating,   maintaining  and  marketing
             individual  E-Commerce  sites for custom  businesses.  The  Company
             offers a range of  services  from  individual  design  to  complete
             maintenance  and publicity of internet  sites.  Clients select what
             services  they wish to  purchase  and pay  either  cash or  arrange
             financing  through a third party finance  agency.  When the Company
             uses  financing  through a third party,  a discount and  processing
             fees are charged and are netted against gross sales. The Company is
             also charged a reserve for possible  bad debt  accounts.  (See Note
             7).

             c.   Earnings (Loss) Per Share

                     The  computation  of earnings  per share of common stock is
             based on the weighted  average number of shares  outstanding at the
             date of the financial statements. Options on shares of common stock
             were not included in computing  diluted  earnings per share because
             their effects were antidilutive (400,000 shares).

             d.   Cash and Cash Equivalents

                     The Company  considers all highly liquid  investments  with
             original maturities of three months or less to be cash equivalents.

             e.   Provision for Income Taxes

                     The  Company  adopted  Statement  of  Financial  Accounting
             Standards No. 109  "Accounting for Income Taxes" in the fiscal year
             ended  December  31,  1999 and has applied  the  provisions  of the
             statement on a  retroactive  basis to all the previous  years which
             resulted in no significant adjustment.

                     Statement  of  Financial   Accounting   Standards  No.  109
             "Accounting  for  Income  Taxes"  requires  an asset and  liability
             approach for  financial  accounting  and  reporting  for income tax
             purposes. This statement recognizes (a) the amount of taxes payable
             or refundable for the current year and (b) deferred tax liabilities
             and assets for future  tax  consequences  of events  that have been
             recognized in the financial statements or tax returns.



<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

             e.   Provision for Income Taxes (continued)

                     Deferred income taxes result from temporary  differences in
             the  recognition of accounting  transactions  for tax and financial
             reporting purposes. There were no temporary differences at December
             31,  1999  and  earlier   years;   accordingly,   no  deferred  tax
             liabilities have been recognized for all years.

                     The Company has cumulative net operating loss carryforwards
             of  approximately  $1,150,000 at December 31, 1999. The Company has
             recognized a tax benefit  equal to estimated  future use of the net
             operating  losses that will  offset the future net taxable  income.
             The potential tax benefits of the net operating loss carryforwards,
             estimated  based upon  current tax rates at December  31, 1999 have
             been offset by an estimated 50% valuation reserve as follows:

                     Estimated  Deferred tax asset and the valuation  account is
             as follows:

                                                              December 31,
                                                                  1999
                                                            -----------------
                     Deferred tax asset:
                              NOL Carryforward              $        472,120
                              Valuation allowance                   (236,060)
                                                            -----------------
                                                            $        236,060
                                                            =================

                     The net  operating  losses  begin to  expire  in 2019.  The
             Company has offset the current tax benefit by minimum  state income
             tax  expense  of $200 in the  current  year.  The  Company  did not
             recognize any tax expense in 1998 since the Company (Outbound only)
             was an S Corporation and such  earnings/losses  of the Company were
             passed through  proportionately  to the individual  shareholders of
             the Company during 1998.

             f.      Goodwill

                     Goodwill is a result of the  purchase of iShopper  Internet
             Services,  Inc. and is being  amortized on the straight  line basis
             over a five year period. Amortization expense charged to operations
             up to August 31, 1999 was $7,067.  The balance of the  goodwill was
             written off at August 31,  1999.  The  NowSeven  purchase  was also
             written off as a write of goodwill of $10,000,  resulting in a loss
             of writedown of goodwill of $229,713.

             g.      Principles of Consolidation

                     These financial statements include iShopper.com,  Inc., and
             its wholly  owned  subsidiaries,  Outbound,  iShopper  and NowSeven
             since inception (Outbound) or acquisition  (iShopper.com,  iShopper
             and NowSeven). All intercompany transactions and balances have been
             eliminated in the consolidation.

<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - Summary Of Significant Accounting Policies (Continued)

             h.      Use of Estimates in the Preparation of Financial Statements

                     The preparation of financial  statements in conformity with
             generally accepted  accounting  principles  requires  management to
             make  estimates and  assumptions  that affect  reported  amounts of
             assets  and  liabilities,   disclosure  of  contingent  assets  and
             liabilities  at the date of the financial  statements  and expenses
             during the reporting period. In these financial statements, assets,
             liabilities and expenses involve extensive reliance on management's
             estimates. Actual results could differ from those estimates.

NOTE 2 - Property and Equipment

                      The Company  capitalizes  purchases  of long lived  assets
              that are  expected to give benefit to the Company over the life of
              the asset.  The Company also  capitalizes  improvements  and costs
              that increases the value of or extend the life of the asset.

                      Capitalized  assets  are  depreciated  over the  estimated
              useful lives of the assets (five to seven years for  furniture and
              fixtures,  three to five  years  for  computer  equipment)  on the
              straight line basis.

                     Property  and  equipment   consists  of  the  following  at
             December 31, 1999 and 1998:

                                                            December 31,
                                                      1999                  1998
                                                 ---------------  --------------
              Furniture and Fixtures             $      141,379   $       3,410
              Computer Equipment                         49,884          18,547
                                                 ---------------  --------------
                                                        191,263          21,957
              Less:  Accumulated Depreciation           (49,280)         (1,206)
                                                 ---------------  --------------
              Total Property and Equipment       $      141,983   $      20,751
                                                 ===============  ==============

                     At the time of  acquisition,  June 30,  1999,  iShopper had
             property and equipment as follows:

                       Furniture & Fixtures                 $         38,103
                       Accumulated Depreciation                      (33,008)
                                                            -----------------
                       Net Assets                           $          5,095
                                                            =================

                     Depreciation expense for the period ended December 31, 1999
             and 1998 is $16,476 and $1,206, respectively.


<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 3 - Notes Payable

         The Company has several short term notes payable as follows:

             - In July 1999, the Company purchased  iShopper Internet  Services,
             Inc. for $226,000.  The Company paid $76,000 cash and agreed to pay
             the remaining $150,000 in monthly installments of $30,000 beginning
             September  1999.  The balance is  non-interest  bearing.  The final
             $30,000 was paid in January, 2000.

             - The board of directors of the Company has  authorized the accrual
             of directors  fees to one of the former  officers and directors for
             services  rendered  for 1995 to 1997 at $20,000  per year  totaling
             $60,000.   In  1998,  the  Company   negotiated  the  debt  into  a
             convertible  debenture with a 5% interest rate.  Interest of $3,000
             was accrued on the debt in 1999 and 1998.

             - On March 10,  1993 the  United  States  Department  of  Interior,
             Bureau of Land Management (BLM) filed a complaint in district court
             naming the Company (Sunwalker, now iShopper.com), its directors and
             other related  individuals,  contending that the unpatented  claims
             held by the Company were  invalid.  Also,  the BLM alleged that the
             Company was removing  landscaping  material in excess of contracted
             tonnage. In addition, allegations were made that the natural beauty
             of the desert  land  surrounding  the  Morristown  quarry was being
             damaged.

                     Because of the  seriousness of the  complaint,  the BLM was
             able to obtain a prejudgement  attachment and sequestration  which,
             in effect,  closed the Morristown  quarry. A receiver was appointed
             to collect Company accounts receivable, liquidate inventory and pay
             Company debts.  Permission was granted by the Court for the Company
             to sell assets to pay current operating expenses.

                     In a compromise  settlement reached with the BLM on October
             19, 1994, the BLM  acknowledged  that the Company retains the right
             to apply for a patent  for the  lands  included  in its  unpatented
             mining  claims.  On November  19, 1994 the Company  negotiated  two
             promissory  notes  payable to the BLM in the amounts of $81,000 and
             $45,000  plus  interest  at the  legal  rate  (6.06%)  for  federal
             judgements  on the day of execution  for a term of three years.  No
             payments  were made on the notes  since  1994,  during  which  time
             interest continued to accrue. As of the audit date, the Company has
             ongoing  negotiations  with the  BLM,  but no  settlement  has been
             reached.  Interest  accrued  on the two  notes  was  $39,702  as of
             December  31, 1999 and $32,067 as of December  31,  1998.  Interest
             expense for 1999 and 1998 was $7,635.  (Interest  per  statement of
             operations since acquisition, October 7, 1999 was $1,909).

                      Summary of Short Term Debt:

                      iShopper Note                   $  30,000
                      Director Fees                      60,000
                      BLM Note                          126,000
                                                      $ 216,000
                                                      =========


<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 4 - Extraordinary Loss

                     During 1999,  the Company  advanced funds for renovation on
             the anticipated acquisition of a building in Salt Lake City. During
             the  construction  phase, a tornado  destroyed the building and was
             written  off as a  complete  loss.  The  loss  is  presented  as an
             extraordinary loss in the statement of operations.

NOTE 5 - Factored Accounts Receivable

                     During  1999,  the  Company  used  two  different  accounts
             receivable  factoring  and  servicing  companies  to  assist in the
             financing and collection of its accounts  receivable.  During 1999,
             the Company  sold  $763,364 of its accounts  receivable  to a third
             party,  which  charged  the  Company  a  discount  of  $62,851  and
             established a reserve account for potential future  uncollectibles.
             The  balance  of the  reserve  account  at  December  31,  1999 was
             $106,331.  The other company was used as a servicing agency to bill
             and collect the Company's own accounts  receivable  and charged the
             Company $8,863 in service fees.

NOTE 6 - Common Stock Transactions

                     All stock  transactions  conducted  during  the  period for
             which no cash was  exchanged  and for which  shares  of stock  were
             exchanged  for assets or goods and services  were  recorded at fair
             market  value  of the  stock  as best  determined  by the  board of
             directors at the time the share issuances were authorized.

                      Common stock transactions during 1999 are as follows:

                      In 1999, the  stockholders  approved a 1 for 1,000 reverse
              split of its common  stock.  All  financial  statements  have been
              restated to reflect the reverse split.

             -  125,000  shares  issued  for all of the  outstanding  shares  of
             ECenter,  Inc.  which was merged  into the Company as of October 7,
             1999. ECenter was the parent company of iShopper Internet Services,
             Inc. and Outbound Enterprises, Inc.

             -  2,600,000  shares  issued  for  exercise  of options at $.01 per
             share. Total consideration paid was $26,000. The board of directors
             approved  stock  options to various  individuals  at $.01 per share
             before the  acquisition  of ECenter on October 1, 1999. The options
             were exercised during November and December.

             -  1,000,000  shares  issued  for all of the  outstanding  stock of
             NowSeven.com, Inc. ($.01).

             -  1,000,000  shares  issued for  services  as a signing  bonus for
             Douglas S. Hackett becoming the president of the Company.


<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 6 - Common Stock Transactions (Continued)

             -  2,000,000  shares  issued  for a private  placement  at $.75 per
             share.  Total  consideration  received before December 31, 1999 was
             $1,102,500.  The balance of the subscriptions receivable ($397,500)
             was received shortly after the first of the year.

             -1,000,000  shares  issued  for a  private  placement  at $1.75 per
             share.  This is a  subscription  receivable as of December 31, 1999
             ($1,750,000).

NOTE 7 - Options for Purchase of Common Stock

                     Stock Option Plans - The Company has granted options to two
             directors to acquire  common stock at a purchase price equal to the
             fair market value on the date of grant and are  exercisable  beyond
             any employment.  Options  generally  expire five years from date of
             grant. A summary of activity follows:
<TABLE>
<CAPTION>

              Options:                                        1999                                1998
                                                 -------------------------------      -----------------------------
                                                                     Weighted                           Weighted
                                                 Number of           Average          Number of         Average
                                                   Shares            Exercise           Shares          Exercise
                                                                      Price                              Price
                                                 -----------       -------------      -----------     -------------
<S>                                              <C>               <C>                <C>             <C>
              Outstanding at beginning of
              year                                        -        $          -                -      $          -
              Granted                               400,000                1.75                -                 -
              Exercised                                   -                   -                -                 -
              Canceled                                    -                   -                -                 -
                                                 -----------       -------------      -----------     -------------
              Outstanding at end of year            400,000        $       1.75                -      $          -
                                                 ===========       =============      ===========     =============

              Exercisable at end of year            400,000        $       1.75                -      $          -
                                                 ===========       =============      ===========     =============
</TABLE>

                      As  permitted  by SFAS #123  "Accounting  for  Stock-Based
              Compensation,"  the  Company  has elected to account for the stock
              option  plans  under  APB #25  "Accounting  for  Stock  Issued  to
              Employees." Accordingly,  no compensation cost has been recognized
              for these plans when  options were issued at equal to or more than
              fair market value.

                      For purposes of pro forma disclosures,  the estimated fair
              value of the options is  amortized  to expense  over the  options'
              vesting period.  Had  compensation  cost for the stock option plan
              been  determined  based  on  the  fair  value  at the  grant  date
              consistent with SFAS #123, the Company's net earnings and earnings
              per share are estimated as follows:

                                                    1999                 1998
                                               --------------      -------------
              Net earnings
                       As reported             $    (927,501)      $   (147,613)
                       Pro forma               $    (927,501)      $   (147,613)


<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 7 - Options for Purchase of Common Stock (Continued)


              Net earnings per share (basic and diluted)
                       As reported              $      (.69)    $     (2.38)
                       Pro forma                $      (.69)    $     (2.38)
                                               =============    ============

                      The fair value of each option  grant was  estimated at the
              date of grant using the  Black-Scholes  option  pricing model with
              the following weighted average assumptions:

                                                     1999             1998
                                                -------------   -------------
              Risk-free interest rate                   7.0%             N/A
              Dividend yield                              0%             N/A
              Volatility                                100%             N/A
              Average expected term (years)                5             N/A
                                                =============   =============

                      Employee stock options  outstanding and exercisable  under
              these plans as of December 31, 1999 were:
<TABLE>
<CAPTION>

                                                   Outstanding                                  Exercisable
                                  -----------------------------------------------       -----------------------------
                                                                      Weighted
                                                    Weighted           Average                           Weighted
                                                    Average           remaining                           Average
                Exercise                            Exercise         Contractual                         Exercise
                 Price             Options           Price          Life (years)         Options           Price
              -------------       -----------     -------------    ----------------     -----------    --------------
<S>           <C>                 <C>             <C>               <C>                 <C>            <C>
              $       2.00           400,000      $       1.75          5.0                400,000     $        1.75
              -------------       -----------     -------------    ----------------     -----------    --------------
                                     400,000                                               400,000
                                  ===========                                           ===========
</TABLE>

NOTE 8- Going Concern

                     The  accompanying  financial  statements have been prepared
             assuming  that the Company will  continue as a going  concern.  The
             Company  has  negative   working  capital  and  has  had  recurring
             operating  losses  and is  dependent  upon  financing  to  continue
             operations. The financial statements do not include any adjustments
             that might result from the outcome of this uncertainty.  Management
             intends  to fund its  subsidiaries'  activities,  according  to the
             business plan, and emerge profitable sometime in the future.

NOTE 9 - Notes Payable - Related Party

                     In 1998,  an officer and  director  of Outbound  loaned the
             Company  $25,000.  The loan was  repaid  in 1999.  The loan was non
             interest bearing and unsecured.

<PAGE>

                       iShopper.com, Inc. and Subsidiaries
                        Notes to the Financial Statements
                           December 31, 1999 and 1998

NOTE 10 - Subsequent Events

                     Subsequent   to  year  end,   the  Company   acquired   two
             subsidiaries and issued stock for conversion of debt as follows:


             -  Stinkyfeet.com,  Inc. was acquired on January 31, 2000 for 7,500
             shares of common stock of iShopper.com and cash of $40,000.

             - Uniq  Studios,  Inc. was acquired on April 4, 2000 for  1,500,000
             shares of common stock and 500,000  options  (exercisable at $7.60)
             for iShopper.com common shares.

             -  Totalinet.net,  Inc.  was  acquired on April 7, 2000 for 200,000
             shares of common stock.

             - During the first quarter of 2000, the Company issued 1,173,058 of
             common stock for partial  conversion of the $60,000 note payable to
             a former officer/director (Note 3). All issuances of stock were for
             conversion  of debt at $.017 per  share.  The  Company  issued  the
             following shares for the following debt/conversion consideration:

             -    300,000 shares for $5,100 on January 3, 2000.

             -    300,000 shares for $5,100 on March 6, 2000.

             -    273,058 shares for $4,642 on March 13, 2000.

             -    300,000 shares for $5,100 on March 14, 2000.

                      All  accrued  interest  on the  $60,000  note  payable was
              waived by the holder of the note ($6,000) in January, 2000.

                      The Company  currently  has four letters of intent for the
              purchase  of other  subsidiaries  which are in  various  stages of
              negotiations.


<PAGE>





ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         None.




<PAGE>



                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.


         The following  sets forth certain  information  regarding our executive
officers as of April 10, 2000:

          Name                  Age                     Position
--------------------------   -------    ----------------------------------------
  Douglas S. Hackett            36      Chief Executive Officer, President
                                        and Director

William E.Chipman, Sr.          54      Chief Financial Officer and Director

      Tom Maher                 50      Chief Operating Officer and Secretary

      Adam Maher                26      Executive Vice President and Director
--------------------------

         Douglas S. Hackett, CEO: Mr. Hackett is the President,  Chief Executive
Officer and Director of iShopper.com.  Prior to working with  iShopper.com,  Mr.
Hackett was the Vice President of Fortune  Financial  Systems,  Inc.  During his
tenure at  Fortune  he also  guided  the  marketing  efforts to build one of the
largest  and most  successful  online  malls.  Mr.  Hackett  has also  worked in
electronic  and broadcast  media as a creator of several  nationally  syndicated
programs,  including "Baseball Sunday with Joe Garagiola," "Football Sunday" and
"NBA  Basketball  Sunday." He has served as president and general manager of KGU
and KTSS in Honolulu and WTIX in New Orleans.

         William E.  Chipman,  Sr.,  Chief  Financial  Officer:  Mr.  Chipman is
currently Chief Financial Officer and Director of iShopper.com. Prior to working
with iShopper.com, Mr. Chipman served as Chief Financial Officer and Director of
Mergers and  Acquisitions  for World Wireless  Communications,  Inc. Mr. Chipman
also  served  as  Chief  Financial   Officer  and  Director  for  Digital  Radio
Communications,  Inc.  and MHB  Technology,  Inc.  Mr.  Chipman has an extensive
accounting and mergers and acquisition background.

         Tom  Maher,  Chief  Operation  Officer:  Mr.  Maher is Chief  Operating
Officer for  iShopper.com.  Prior to working with  iShopper.com,  Mr. Maher held
executive  management  positions with JC Penney,  May Company and Levi Strauss &
Company.  In these  capacities,  Mr.  Maher  worked  extensively  in the area of
business development, operations and marketing.

[OTHER KEY EMPLOYEES]

         Adam Maher, Executive Vice President:  Adam is Executive Vice President
and Director for  iShopper.com.  Prior to working  with  iShopper.com,  Adam was
president  of  Outbound  Enterprises,  Inc.  where  he was  responsible  for all
day-to-day  operations of this direct sales company.  Mr. Maher was  responsible
for  growing  the  Company  from zero to over 4 million  in sales.  Prior to his
tenure with  Outbound,  Mr. Maher was President of iNetmall,  where he developed
and implemented sales presentations for the Company.

[CHAIRMAN OF THE BOARD]

         George Denney, Chairman: Mr. Denney is founder and Chairman Emeritus of
Cole-Haan, a company of international  footwear and accessories.  In addition to
his duties at  Cole-Haan,  Mr. Denney sits on the board of a number of companies
and associations, such as Hathaway, Inc., Footwear Industries of America.

[ADVISORS TO THE BOARD]

         Doug Cole: Mr. Cole brings a wealth of sales, marketing and deal-making
experience  to his role as an  advisor to  iShopper.com.  Over the course of his
career,  Mr. Cole has been involved in over 30 major  acquisitions  and mergers,
run  three  public  companies  and  raised  over $40  million  for ten  start-up
companies.

         Doug Glen:  Mr. Glen is General  Partner in ProVen  Private  Equity,  a
venture capital fund focused on investing in companies with attractive trademark
or  copyright  portfolios.  Formerly,  Mr.  Glen was Chief  Strategy  Officer at
Mattel,  Inc.  Mr.  Glen has held a variety of senior  positions  in  marketing,
advertising,  and  strategy at Sega of America,  Lucas Arts  Entertainment,  and
advertising firm D'Arcy Masius Benton & Bowles.

         Mary Ann Norris:  Ms. Norris is an Associate  Partner in ProVen Private
Equity.  Previously,  Ms.  Norris was Director of Strategic  Planning at Mattel,
Inc.,  where she managed the launch of the Intel brand into the toy market.  Ms.
Norris brings a wealth of experience in consumer electronics, Internet strategy,
video games,  and new technology from her work with Sony Electronic  Publishing,
The  Voyager  Company  and  her  graduate  studies  in  the  Media  Lab  at  the
Massachusetts Institute of Technology.

         Other information required by this item is set forth under the captions
"Election of  Directors,  Directors  and  Executive  Officers;  Compliance  with
Section  16(a) of Securities  Exchange Act of 1934" in the Company's  definitive
proxy  statement  to be filed  pursuant to  Regulation  14A and is  incorporated
herein by reference.  All of the current executive officers and directors of the
Company  were  delinquent  in filing  their  Initial  Statements  of  Beneficial
Ownership on Form 3.

ITEM 10. EXECUTIVE COMPENSATION

         The information  required is set forth under the caption  "Compensation
of Executive  Officers" in the Company's  definitive proxy statement to be filed
pursuant to Regulation 14A and is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  required  is set forth  under the  caption  "Security
Ownership  of  Certain  Beneficial  Owners  and  Management"  in  the  Company's
definitive  proxy  statement  to be  filed  pursuant  to  Regulation  14A and is
incorporated herein by reference.


<PAGE>





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required is set forth under the caption  "Election of
Directors - Certain  Relationships  and Related  Transactions"  in the Company's
definitive  proxy  statement  to be  filed  pursuant  to  Regulation  14A and is
incorporated herein by reference.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

     2.1  Agreement  and Plan of Merger  dated  October 7, 1999,  by and between
          Sunwalker Development, Inc. and ECenter, Inc.
     2.2  Agreement  and Plan of Merger  dated  January 31,  2000,  by and among
          iShopper.com, Inc. and StinkyFeet.com, Inc.
     2.3  Stock Exchange  Agreement by and among Uniq Studios,  Inc., Clayton F.
          Kearl, Troy Kearl, Devin O. Kearl, and Dusty Kearl
     2.4  Stock Exchange Agreement by and among Totalinet.net,  Inc., Richard J.
          Scavia and iShopper.com, Inc.
     3.1* Certificate of Incorporation for iShopper.com,  as amended. filed with
          the Form 10-Q dated September 30, 1999
     3.2* Amended and Restated Bylaws of iShopper.com,  filed with the Form 10-Q
          dated September 30, 1999.
     10.1 Business  Purchase and Stock  Acquisition  Agreement dated November 1,
          1999, by and among Nowseven.com, Inc., Douglas S. Hackett and Robin R.
          Hackett, TBE, and iShopper.com, Inc.
     10.2 Employment  Agreement  dated  November  22, 1999,  between  Douglas S.
          Hackett and iShopper.com, Inc.
     10.3 Memo of Understanding  dated December 1, 1999, between iShopper,  Inc.
          and William E. Chipman, Sr.
     10.4 Memo of Understanding  dated December 1, 1999, between iShopper,  Inc.
          and Lance King.
     21.1 Subsidiaries of iShopper.com.
     24.1 Powers of Attorney for Messrs. Denney, Hackett, Chipman, and Maher.
     27   Financial Data Schedule.



* Previously filed and incorporated herein by reference.



         (b).     Reports on Form 8-K:  None




<PAGE>



SIGNATURES

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

                                           iSHOPPER.COM

April 12, 2000                             By:     /s/
---------------                            ------------------------------------
                                           DOUGLAS S. HACKETT, PRESIDENT, CHIEF
                                           EXECUTIVE OFFICER, AND DIRECTOR

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

       /s/                                                        April 12, 2000
------------------------------      President, Chief Executive    --------------
DOUGLAS S. HACKETT                  Officer, and Director

       /s/                                                        April 12, 2000
------------------------------      Chief Financial Officer and   --------------
WILLIAM E. CHIPMAN, SR.             Director

       /s/                                                        April 12, 2000
------------------------------      Chairman of the Board         --------------
GEORGE DENNEY

       /s/                                                        April 13, 2000
------------------------------      Executive Vice President      --------------
ADAM MAHER                          and Director





<PAGE>






                                  EXHIBIT INDEX


2.1  Agreement  and Plan of Merger  dated  October 7, 1999,  by and between
          Sunwalker Development, Inc. and ECenter, Inc.
     2.2  Agreement  and Plan of Merger  dated  January 31,  2000,  by and among
          iShopper.com, Inc. and StinkyFeet.com, Inc.
     2.3  Stock Exchange  Agreement by and among Uniq Studios,  Inc., Clayton F.
          Kearl, Troy Kearl, Devin O. Kearl, and Dusty Kearl
     2.4  Stock Exchange Agreement by and among Totalinet.net,  Inc., Richard J.
          Scavia and iShopper.com, Inc.
     3.1* Certificate of Incorporation for iShopper.com,  as amended. filed with
          the Form 10-Q dated September 30, 1999
     3.2* Amended and Restated Bylaws of iShopper.com,  filed with the Form 10-Q
          dated September 30, 1999.
     10.1 Business  Purchase and Stock  Acquisition  Agreement dated November 1,
          1999, by and among Nowseven.com, Inc., Douglas S. Hackett and Robin R.
          Hackett, TBE, and iShopper.com, Inc.
     10.2 Employment  Agreement  dated  November  22, 1999,  between  Douglas S.
          Hackett and iShopper.com, Inc.
     10.3 Memo of Understanding  dated December 1, 1999, between iShopper,  Inc.
          and William E. Chipman, Sr.
     10.4 Memo of Understanding  dated December 1, 1999, between iShopper,  Inc.
          and Lance King.
     21.1 Subsidiaries of iShopper.com.
     24.1 Powers of Attorney for Messrs. Denney, Hackett, Chipman, and Maher.
     27   Financial Data Schedule.

* Previously filed and incorporated herein by reference.