UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934 For the quarterly period ended June 30, 1999

                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from ________________ to _______________


                         Commission File Number 0-15596



                     SPECTRUM INFORMATION TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


  Delaware                                  75-1940923
  (State of incorporation)                  (I.R.S. Employer Identification No.)

  P.O. Box 1006, New York, New York         10268
  (Address of principal executive offices)  (Zip Code)


                                 (914) 251-1800
              (Registrant's telephone number, including area code)

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

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. YES X NO ____

As of August 12, 1999, the registrant had  outstanding  approximately  8,187,990
shares of its Common Stock, par value $.001 per share.


<PAGE>




            SPECTRUM INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                                  JUNE 30, 1999

                                      INDEX






PART I. FINANCIAL INFORMATION                                           Page No.
                                                                        --------

Consolidated Balance Sheets............................................... 1

Consolidated Statements of Income (Loss).................................. 2

Consolidated Statements of Cash Flows..................................... 3

Notes to Consolidated Financial Statements................................ 4

Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 9



PART II.  OTHER INFORMATION.............................................. 15

Item 1. Legal Proceedings ............................................... 15

Item 2. Changes in Securities............................................ 15

Item 6. Exhibits and Reports on Form 8-K................................. 15




<PAGE>


PART I.           FINANCIAL INFORMATION

Spectrum Information Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets
(Amounts in thousands)


                                                  June 30, 1999   March 31, 1999
                                                   (Unaudited)
--------------------------------------------------------------------------------
Assets
Current assets:
 Cash and cash equivalents                          $     1,045       $    1,007
 Prepaid expenses                                             1
                                                    -----------       ----------
                 Total current assets                     1,046            1,007
                                                    -----------       ----------

 Property and Equipment, net of accumulated depreciation      1                -
 Investment in Minutemeals.com                                -               23

Intangibles:
 Goodwill                                                   312                -
 Less:  Accumulated amortization                            (2)                -
                                                    -----------       ----------
Intangibles, net                                            310                -
                                                    -----------       ----------

                  Total assets                      $     1,357       $    1,030
                                                    ===========       ==========

--------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities
 Accounts payable and other accrued liabilities             $17               $6
 Accrued audit and tax                                       65               18
 Accrued legal fees                                          79               51
 Net liabilities of discontinued operations                  70               68
                  Total current liabilities                 231              143
                                                    -----------       ----------

                  Total liabilities                         231              143
                                                    -----------       ----------

Commitments                                                   -                -

Stockholders' Equity:
Common stock, $.001 par value, 10,000 shares
 authorized and 8,301 and 7,904 issued and
 outstanding, respectively                                    8                8
Paid-in capital                                          74,117           73,752
Accumulated deficit                                    (72,688)         (72,562)
                                                    -----------       ----------
                                                          1,437            1,198
Treasury stock, 62 shares at cost                         (311)            (311)
                                                    -----------       ----------
                  Total stockholders' equity              1,126              887
                                                    -----------       ----------

Total liabilities and stockholders' equity               $1,357           $1,030
                                                    ===========       ==========

See accompanying notes to consolidated financial statements.
--------------------------------------------------------------------------------




                                       1
<PAGE>

Spectrum Information Technologies, Inc. and Subsidiaries

Consolidated Statements of Income (Loss)
(Amounts in thousands, except per share amounts)
 Three months ended June 30,                                 1999           1998
                                                       (Unaudited)   (Unaudited)
--------------------------------------------------------------------------------

 Revenues                                           $         -       $        -
                                                    -----------       ----------

Operating costs and expenses:
 Selling, general and administrative expenses               160                -
                                                    -----------       ----------
 Total operating costs and expenses                         160                -
                                                    -----------       ----------

Operating loss                                            (160)                -
                                                    -----------       ----------

Other income:
 Interest income                                             10                -
                                                    -----------       ----------
 Total other income                                          10                -
                                                    -----------       ----------

Loss from continuing operations                           (150)                -
                                                    -----------       ----------

Discontinued operations:
 Income from discontinued operations                         24              340
 Income from discontinued operations                         24              340
                                                    -----------       ----------


Net income (loss)                                   $     (126)       $      340

Other comprehensive loss, net of tax                          -                -
                                                    -----------       ----------

Comprehensive loss                                  $     (126)       $      340
                                                    ===========       ==========

Basic income (loss) per common share:
 Loss  from continuing operations                   $    (.019)       $        -
 Income from discontinued operations                       .003             .217
                                                    -----------       ----------
Net income (loss)  per common share                 $    (.016)       $     .217
                                                    ===========       ==========

Diluted income (loss) per common share:
 Loss  from continuing operations                   $    (.019)       $        -
 Income from discontinued operations                       .003             .143
                                                    -----------       ----------
Net income (loss) per common share                  $    (.016)       $     .143
                                                    ===========       ==========
Weighted average number of Common Shares
 used in basic calculation                                7,980            1,567
                                                    ===========       ==========

Weighted average number of Common Shares
 used in diluted calculation                              7,980            2,367
                                                    ===========       ==========



Interim results are not indicative of the results expected for a full year.
See accompanying notes to consolidated financial statements.








                                        2
<PAGE>



Spectrum Information Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(Amounts in thousands)

 Three months ended June 30,                               1999             1998
--------------------------------------------------------------------------------
                                                    (Unaudited)      (Unaudited)
 Cash flow from operating activities:
 Net income (loss)                                  $     (126)       $      340
 Adjustments to reconcile net income (loss) to
   net cash provided (used) by continuing activities:
 Depreciation and amortization                                2                -
 Contribution of services by management                      31                -
 Contribution of rent by management                          15                -
 (Increase) in prepaid expenses                             (1)                -
   Increase  in:
   Accounts payable                                           5                -
   Accrued liabilities                                       75                -
   (Income) loss on discontinued operations                   -            (340)
                                                    ----------------------------
 Net cash provided by continuing operations                   1                -
 Net cash provided (used) by discontinued operations          2          (1,050)
--------------------------------------------------------------------------------
 Net cash provided (used) by operating activities             3          (1,050)
--------------------------------------------------------------------------------
 Cash flows from investing activities:

 Recovery of investment in Minutemeals.com                   23                -
 Purchase of property and equipment                           -             (75)
--------------------------------------------------------------------------------
 Net cash provided (used) by investing activities            23             (75)
--------------------------------------------------------------------------------
 Cash flow from financing activities:
 Proceeds from the exercise of stock options and warrants    12                -
--------------------------------------------------------------------------------
 Net cash used by financing activities                       12                -
--------------------------------------------------------------------------------
 Net  increase (decrease)  in cash and cash equivalents      38          (1,125)
 Cash and cash equivalents, beginning of year             1,007            1,600
--------------------------------------------------------------------------------
 Total cash and cash equivalents, end of year
     (including cash amounts in net liabilities
      of discontinued operations)                   $     1,045       $      475
                                                    ============================




See accompanying notes to consolidated financial statements.


                                        3

<PAGE>



            Spectrum Information Technologies, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1 - the Company and Basis of Presentation

     Spectrum  Information  Technologies,  Inc. and Subsidiaries  (collectively,
"Spectrum" or the  "Company")  is an Internet  media company which is seeking to
establish  several websites for the marketing of products and services.  As part
of this strategy,  on June 23, 1999, the Company  consummated its acquisition of
Tropia, Inc., a Delaware corporation  ("Tropia").  Tropia promotes,  distributes
and markets the music of independent artists on its website www.tropia.com.  The
Company was incorporated in Delaware in 1984.

     As a result of a change of control of the Company on December 11, 1998, the
Company's  senior  management  and Board of Directors  were  replaced.  Also, as
result of the  change of  control,  subsequent  equity  investments  and  option
exercises, an aggregate of $1,007,000 of new equity was invested in the Company.
The new senior  management  and Board of Directors  have  changed the  strategic
direction  of the  Company  from being a  developer  of  patented  communication
technologies  to that of an  Internet  media  company.  Consequently,  the prior
business operations of the Company were discontinued. The Company is planning to
change its corporate name to Siti-Sites.com,  Inc. at its next annual meeting of
shareholders, and will retain its stock symbol "SITI".

     The accompanying  unaudited  condensed  consolidated  financial  statements
reflect all adjustments which, in the opinion of management, are necessary for a
fair presentation of the results of operations for the periods shown and include
the  accounts  and  results  of the  Company's  wholly-owned  subsidiaries.  All
significant  intercompany  accounts have been eliminated in  consolidation.  The
results of  operations  for such periods are not  necessarily  indicative of the
results expected for the full fiscal year or for any future period.

     These  financial   statements  should  be  read  in  conjunction  with  the
consolidated  financial  statements  and related notes included in the Company's
Annual  Report on Form 10-K for the year ended  March 31,  1999.  The  financial
statements  of the  Company  have been  prepared on the basis that it is a going
concern,  which  contemplates  the realization of assets and the satisfaction of
liabilities in the normal course of business.  However, because of the Company's
change in control,  discontinuance  of historical  operations  and new strategic
direction,  such realization of assets and liquidation of liabilities is subject
to  significant  uncertainty.  Further,  the Company's  ability to continue as a
going concern is highly dependent near term on its ability to raise capital. The
Company expects to close a private placement  transaction  immediately following
its next  annual  meeting  of  stockholders  (which is  anticipated  to occur in
October, 1999), subject to stockholder approval at such meeting. (See Note 8.)

Note 2 - Discontinued Operations

     As a  result  of the  December  11,  1998  Change  of  Control  Transaction
described  in  Note  1,  the  Company  discontinued  its  prior  operations.  In
accordance with Accounting  Principles Board ("APB")  Statement #30,  "Reporting
the  Effects of the  Disposal  of a Segment  of a  Business,"  the prior  years'
financial  statements  have been restated to reflect such  discontinuation.  All
assets and  liabilities of the  discontinued  segment have been reflected as net
liabilities of  discontinued  operations.  The following  table reflects the net
liabilities:



                                        4
<PAGE>




                                                        June 30,       March 31,
     For the periods ended,                              1999            1999
                                                       -------------------------
                                                         (Amounts in thousands)
                                                          --------------------

     Refunds receivable                                       -               12
     Prepaid expenses and other                               -                8
     Accounts payable                                         -              (3)
     Accrued expenses                                      (70)             (85)
                                                       -------------------------
                Total                                      (70)             (68)
                                                       =========================

Operating results from discontinued operations are as follows:


     For the periods ended, June 30,                       1999           1998
                                                           ----           ----
                                                         (Amounts in thousands)
                                                          --------------------

     Revenues                                          $      -       $    1,586
                                                       -------------------------

     Operating costs and expenses:
          Selling, general and administrative expenses        8            1,313
                                                       -------------------------
               Total operating costs and expenses             8            1,313
                                                       -------------------------
     Operating Income (Loss)                                (8)              273
                                                       -------------------------
     Other income and (expenses)                             32               67
                                                       -------------------------
     Income from discontinued operations               $     24       $      340
                                                       =========================


     Sales of product from discontinued operations were recognized upon shipment
to the customer.  Deferred  revenue on licensing  agreements was recognized when
earned based on each  individual  agreement.  During the quarter  ended June 30,
1999 no licensing  agreements  were  renegotiated.  However,  during the quarter
ended June 30, 1998 one licensing agreement was renegotiated to provide for lump
sum final payment versus ongoing royalties.  As this renegotiated  agreement did
not require  the Company to provide  future  products or  services,  revenue was
recognized upon completion of the terms of the agreements.

     In  March  1999  the  Company  entered  into  an  Investment  and  Business
Development   Agreement  with  the  creators  of  a  food/lifestyle   web  site,
"minutemeals.com."  The Company contributed  $105,000 to Minutemeals.com,  Inc.,
which owned the  website,  for a minority  interest in that  corporation  and an
option to evaluate  the project in the  future.  In May 1999 the parties  agreed
that it would be in their  best  interests  to cease  their  arrangement  due to
creative  differences  as to the  development  path for the  website  and  other
underlying  business  reasons.  The  Company  announced  in May  1999  that  the
Investment and Business Development  Agreement had been terminated.  The Company
then transferred its stock of Minutemeals.com,  Inc. back to that corporation in
satisfaction of all of its obligations and received back $23,000 in funding.  As
a result,  the  Company  has  recorded  an  additional  charge  to income  and a
reduction in investment of $82,000.

Note 3 - Property and Equipment and Intangible Assets

     Property and equipment are recorded at cost. Depreciation is recorded using
the straight line method over the  estimated  useful lives of the assets of five
years.



                                        5
<PAGE>



     As a result  of the June 23,  1999  acquisition  agreement  with  Tropia as
described in Note 7, the Company recognized  goodwill of approximately  $312,000
and is amortizing this amount over a three-year period.

Note 4 - Income (Loss) Per Common Share

     Income  (loss) per share for the quarters  ended June 30, 1999 and 1998 was
calculated as follows:


                                                   Three Months Ended June 30,
                                                      1999             1998
                                                 Basic  Diluted   Basic  Diluted
                                                     (Amounts in thousands)
                                                      --------------------

     Net Income (loss)                            ($126)  ($126)   $  340  $ 340
                                                  ==============   =============

     Weighted average number of common shares
     outstanding during the year                   7,980   7,980    1,567  1,567

     Common share equivalents - preferred stock        -       -        -    800
     Common share equivalents - stock options          -       -        -      -
                                                  --------------   -------------

     Weighted average number of common shares
     and common share equivalents used in
     calculation of earnings per common share      7,980   7,980    1,567  2,367
                                                  ==============   =============

     Earnings per common share                   ($.016) ($.016)   $0.217 $0.143
                                                  ==============   =============

     Common stock  equivalents  were not included in the computation of weighted
average  shares  outstanding  for the quarter  ended June 30, 1999  because such
inclusion  would be  anti-dilutive.  For the quarter ended June 30, 1998,  stock
options  were  not  included  in the  computation  of  weighted  average  shares
outstanding because such inclusion would be anti-dilutive.

Note 5 - Statements of Cash Flows


                                                     Three months ended June 30,
                                                   -----------------------------
                                                         1999           1998
                                                   -----------------------------
                                                        (Amounts in thousands)

     Supplemental disclosures of cash flow information:
       Cash paid during the year for interest            $    -         $      -
       Cash paid during the year for income taxes        $    -         $      1


     Non-cash transactions:
       Contribution of salaries by management            $   31         $      -
       Contribution of rent by management                $   15         $      -
       Stock options for board of directors              $    -         $     16
       Acquisition of Tropia, Inc.                       $  307         $      -



                                        6

<PAGE>

     Present  management of the parent  company has been working  without salary
and may continue to do so for an  undetermined  period of time.  The Company has
recorded  an  administrative  expense and a capital  contribution  of $31,250 to
account for the value of these  services  provided by  management  of the parent
company.


Note 6 - Comprehensive Loss

     The Company adopted Statement of Financial Accounting Standard ("SFAS") No.
130,  "Reporting  Comprehensive  Income" which  requires that all  components of
comprehensive  income and total  comprehensive  income be reported on one of the
following:  a statement  of income and  comprehensive  income,  a  statement  of
comprehensive  income or a  statement  of  stockholders'  equity.  Comprehensive
income is  comprised  of net income and all  changes  to  stockholders'  equity,
except those  resulting from  investments by owners (changes in paid in capital)
and   distributions   to  owners   (dividends).   For  all  periods   presented,
comprehensive  income is comprised of  unrealized  holding  losses on marketable
securities.

Note 7 - Acquisition - Tropia

     In pursuit of its new strategy,  on June 23, 1999, the Company  consummated
its  acquisition  of Tropia,  which operates an MP3 music site that promotes and
distributes  the music of  independent  artists  through its website  located at
www.tropia.com.  Pursuant to the agreement,  the Company is initially  providing
$100,000 of capital to Tropia and approximately  $800,000 of additional  capital
during the 12 months following the acquisition.  The acquisition was effected by
merging Siti-II,  Inc., a Delaware corporation and a wholly-owned  subsidiary of
Spectrum, with and into Tropia.

     Tropia is geared towards the college market. The Tropia website, which went
online in May 1999, uses the Internet and data compression technologies, such as
the MP3 (MPEG1, Layer 3) format, to create a compelling experience for consumers
to conveniently access an expanding music catalogue, and a valuable distribution
and promotional  platform for music artists. The website will showcase the music
of  independent  artists  and  artists  signed  by  independent  record  labels.
Consumers are able to search the website by artist,  by song title and by genre,
and can sample and download complete songs,  free of charge, in MP3 format.  The
website also embodies a 24-hour RealAudio radio station with multiple free radio
streams, classified by genre, to enable consumers to sample music. CDs and other
merchandise (such as posters,  t-shirts,  hats and stickers) of featured artists
are  also  being  offered  through  the  website.  Prior to  going  online,  the
operations  of Tropia  consisted  largely  of  developing  the  website  and the
infrastructure necessary to attract artists and download music on the Internet.

     For financial  statement  purposes the  acquisition  was accounted for as a
purchase and,  accordingly,  Tropia's  results are included in the  consolidated
financial  statements  since  the date of  acquisition.  Tropia,  which is now a
wholly-owned subsidiary of the Company, was acquired for an aggregate of 316,666
shares of the Company's  common stock  (valued at $306,786),  half of which were
delivered at closing,  and half of which are in escrow to be delivered  one year
after the closing, if certain goals are achieved.

     In  accordance  with  Accounting  Principles  Board  ("APB")  No.  16,  the
aggregate  purchase  price of  $306,786  has been  allocated  to the  assets and
liabilities of Tropia, based upon their fair market values as follows:


               Computer software                        $    748
               Accrued expenses                          (6,075)
                                                        --------

               Net liabilities acquired                  (5,327)
               Goodwill                                  312,113
                                                        --------
                                                        $306,786

                                       7
<PAGE>

Note 8 - Subsequent Event

     On July 26, 1999 the Board of Directors  elected to enter into an agreement
to raise $1,250,000 in equity capital through a private placement with its major
shareholder,  Lawrence M. Powers (who is also the  Company's  Chairman and Chief
Executive Officer).

     Under the terms of the  agreement the Company will receive  $1,250,000,  in
exchange for 1,000,000  shares of its common stock, and an option to purchase an
additional 500,000 shares at $2.50 per share, exercisable for five years. If and
when the option is fully exercised, SITI would receive an additional $1,250,000.
None  of the  shares  or the  option  will  initially  be  registered  with  the
Securities  and  Exchange  Commission  for  future  sale,  and will be taken for
investment by such major shareholder.

     The terms of the agreement are subject to  stockholder  review and approval
at the next annual stockholders'  meeting of the Company anticipated for October
of 1999.  The private  placement is also subject to  stockholder  approval of an
amendment to the Company's Restated Certificate of Incorporation to increase the
number of authorized  shares of Common Stock. The private  placement is expected
to close shortly after stockholder approval.

     The Company intends to use the proceeds of the private placement to develop
and expand its  operations  in the MP3 music  field  through  its music  website
www.tropia.com.  The previous  equity  financing of  $1,000,000 in December 1998
(most of which remains  intact as cash capital) was also used for its continuing
operations  focusing  on the MP3 music  field  and  related  Internet  marketing
opportunities.  Upon the closing of the private placement, the Company's capital
base  will be  supplemented  by the  described  $1.25  million  equity  infusion
provided by this second round of financing.

Note 9.   Other Significant Accounting Policies

     Cash and Cash Equivalents.  Cash and cash equivalents include the Company's
cash  balances and short- term  investments  that mature in 90 days or less when
acquired.  Cash and cash equivalents are carried at cost plus accrued  interest,
which approximates market.

     Use of Estimates.  In preparing  financial  statements  in conformity  with
generally  accepted  accounting  principles,  management  is  required  to  make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenues and  expenses  during the  reporting
period. Actual results could differ from those estimates.

     Website  Expenses.  Expenses  incurred to develop and maintain websites are
expensed as incurred.




                                        8
<PAGE>




Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     This  Quarterly  Report on Form 10-Q contains  forward  looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,
including,  but not limited to  statements  related to business  objectives  and
strategy of the Company.  Such  forward-looking  statements are based on current
expectations,   estimates  and   projections   about  the  Company's   industry,
management's  beliefs and certain assumptions made by the Company's  management.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates,"  variations of such words and similar  expressions  are intended to
identify such forward-looking statements. These statements are not guarantees of
future  performance  and  are  subject  to  certain  risks,   uncertainties  and
assumptions that are difficult to predict;  therefore, actual results may differ
materially  from  those  expressed,  forecasted,  or  contemplated  by any  such
forward-looking statements. Factors that could cause actual events or results to
differ  materially  include,  among others,  those risk factors set forth in the
Company's  Annual  Report on Form 10-K for the year ended March 31, 1999.  Given
these uncertainties,  investors are cautioned not to place undue reliance on any
such forward-looking statements.  Unless required by law, the Company undertakes
no obligation to update publicly any  forward-looking  statements,  whether as a
result of new information,  future events or otherwise.  However, readers should
carefully  review the risk factors set forth in other  reports or documents  the
Company  files from time to time with the  Securities  and Exchange  Commission,
particularly  the Annual Reports on Form 10-K,  other quarterly  reports on Form
10-Q and any Current Reports on Form 8-K.

OVERVIEW

     Spectrum  Information  Technologies,  Inc. and  Subsidiaries is an Internet
media company which is seeking to establish  several  websites for the marketing
of products and services.  Spectrum was  incorporated  in Delaware in 1984. As a
result of a change of control of the Company in  December  1998,  the  Company's
senior  management  and  Board  of  Directors  were  replaced.  The  new  senior
management and Board of Directors changed the strategic direction of the Company
and  discontinued  its prior business.  The Company intends to develop  websites
targeted to the interests of specific  demographic groups by entering into joint
ventures  and  strategic  partnerships.  The  Company is  planning to change its
corporate  name  to   Siti-Sites.com,   Inc.  at  its  next  annual  meeting  of
shareholders and plans to retain its stock symbol "SITI".

     On June 23, 1999, the Company consummated its acquisition of Tropia,  which
operates  an  MP3  music  site  that  promotes  and  distributes  the  music  of
independent artists through its website located at www.tropia.com. Tropia, which
is now a wholly-owned  subsidiary of the Company,  was acquired for an aggregate
of 316,850 shares of the Company's common stock, half of which were delivered at
closing,  and half of which  are in escrow to be  delivered  after one year,  if
certain  goals are  achieved.  The  Company  has agreed to provide  $100,000  of
capital to Tropia  initially and  approximately  $800,000 of additional  capital
during the next twelve months.  The acquisition was effected by merging SITI-II,
Inc., a Delaware corporation and a wholly-owned subsidiary of Spectrum, with and
into Tropia.  Tropia was partially owned (55%) by Red Hat Productions,  Inc., an
award-winning  independent  film  production  company  which is owned by Barclay
Powers,  a large  shareholder of the Company,  and Jonathan  Blank,  the current
Chief Executive  Officer of Tropia.  Lawrence M. Powers,  the Chairman/CEO and a
large shareholder of the Company, has been a financial participant and one-third
owner of Red Hat  Productions,  Inc. since 1997.  Tropia was also owned (45%) by
Ari Blank and Arjun  Nayyar,  the designers of the website who are now employees
of Tropia.



                                        9
<PAGE>



     The fully  functioning  website,  and related  business  arrangements  with
artists and marketing agents, has been under development since February 1999 and
was valued at 500,000 shares of the Company's common stock. However, Lawrence M.
Powers and Barclay  Powers (his son) have waived their rights to  participate in
the  shares  otherwise  receivable  by  Red  Hat  Productions,   Inc.  from  the
acquisition.  As a  result  of this  waiver,  the  shares  delivered  to Red Hat
Productions,  Inc.  were  reduced  proportionately  and  all  such  shares  were
distributed by Red Hat  Productions,  Inc. solely to Mr. Blank. The Company will
reserve  183,150  shares  of its  common  stock  (which  equals  the  number  of
additional  shares that would otherwise have been issued but for the waiver) for
issuance in the future (in the form of stock  and/or  options to acquire  stock)
for existing and new management personnel of Tropia.

     The Tropia website,  which went online in May 1999,  showcases the music of
independent  artists and artists signed by independent record labels.  Consumers
are able to search the  website by artist,  by song title and by genre,  and can
sample and  download  complete  songs free of charge in MP3 format.  The website
also  embodies  a 24-hour  RealAudio  radio  station  with  multiple  free radio
streams, classified by genre, to enable consumers to sample music. CDs and other
merchandise (such as posters,  t-shirts,  hats and stickers) of featured artists
are  also  being  offered  through  the  website.  Prior to  going  online,  the
operations  of Tropia  consisted  largely  of  developing  the  website  and the
infrastructure necessary to attract artists and download music on the Internet.

     The  independent  artists and record labels are required to agree to permit
the Company to  distribute  their music over the website  without  receiving any
royalty.  In turn,  each  independent  artist and each artist  represented by an
independent  record label is given its own webpage  within the website,  and the
ability to  promote  and  distribute  its music to a large  number of  consumers
worldwide  essentially  at no cost to the artist.  The artists and record labels
are offered  attractive  sharing  arrangements  whereby they  participate in the
proceeds  from the  sales of their  CDs and other  merchandise  featured  on the
website.  The Company's  relationship  with each artist and  independent  record
label will be non-exclusive.  The Company  anticipates that independent  artists
and  independent  record  labels will be drawn to the website  because they have
been historically  underserved by the traditional music industry, and they would
welcome a low cost, low risk method of distribution.

     The website is designed to attract a youthful audience (ages 14-25), with a
specific  emphasis  on college  students.  The  Company  believes  that  college
students will be the ideal audience for the website because they generally:

     [BULLET] are among the highest  spenders on music;
     [BULLET] have the most powerful computers and wide-spread
              broadband access to the Internet;
     [BULLET] spend a significant amount of time on the Internet;
     [BULLET] share the attitudes and values of, and identify strongly with, the
              independent  artists  featured  on the  website;
     [BULLET] can be reached fairly easily and inexpensively by campus
              newspaper, radio and television stations and promotional tours by
              the website's featured artists; and
     [BULLET] will appreciate the value of free downloaded music.

     The Company believes that its variety of free downloadable  music will help
distinguish  the website  from other  providers  of music  online.  In addition,
consumers will now have the ability to locate independent artists whose music is
not sold through  traditional music retailers.  The website will also facilitate
communication  between fans and independent artists, via its artist websites, to
be followed by tour  information  and other  services  attractive to artists and
fans.

                                       10
<PAGE>

    The Company  expects to create a premier  entertainment  destination for the
discovery of independent music by designing the website so that both artists and
consumers will have access to the information they desire,  in an interface that
is easy, intuitive,  uncluttered and attractive. The Company intends to continue
to develop the website  further (with video  presentations,  live  performances,
etc.) and introduce new products and services, as appropriate, to meet the needs
of artists and consumers.  The Company has previously  sponsored concerts in New
York, San Francisco and Los Angeles for several emerging groups,  and intends to
continue such  promotions.  Obtaining  rights to offer free MP3  downloads  from
established  artists for limited  periods is also under  discussion,  to attract
visitors to the website in the coming school year.

     Many consumers have not yet been able to experience  high quality  Internet
audio and video due to low bandwidth Internet connections.  New platforms,  such
as cable and direct  subscriber  line modem and satellite  data  broadcast,  are
already being created to deliver high-speed access to digital media. Growth will
depend on the  investment  of  billions  of  dollars  by the  telecommunications
industry in new  infrastructure.  In the meantime,  high-speed  connections will
largely remain limited to larger businesses,  research institutions and colleges
and universities.  The Company has therefore determined that the college student
market, in large part because of its ready access to high-speed  connections and
its spirit of "independence,"  will prove to offer the greatest  opportunity for
developing its business.

     The Company  believes that  www.tropia.com  will become an  attractive  and
functional  site with  superior  content.  For  consumers,  the site  offers the
following advantages:

     [BULLET]  Radio-Style  Interface.  Users  can  "tune  into"  various  radio
               streams,  classified by genre, which  continuously  broadcast the
               music featured on the site.

     [BULLET]  Interactivity.  An anticipated  addition to the site will be chat
               rooms,  on-line interactive  interviews with featured artists and
               other  interactive  functions.  Fans will also be able to contact
               artists  directly via e-mail and to communicate  with one another
               through  message boards.  In addition,  artists can use their web
               page to  communicate  directly with their fans,  advising them of
               concerts and new releases.

     [BULLET]  Convenience.  The website offers a consumer the ability to listen
               to or download songs by featured  artists 24 hours a day from the
               convenience of his or her home, school or office. If the consumer
               likes the song, he or she may buy the CD over the website.

     For the independent artists, the site provides these advantages:

     [BULLET]  Distribution  and  Promotion.  The  website  offers  artists  the
               ability to promote  their music to a global and  growing  base of
               consumers  through  their own  webpage  provided  at little or no
               charge,  control  pricing  of their  music and  achieve  superior
               economics through revenue sharing on sales of their CDs and other
               merchandise.

     [BULLET]  Marketing.  The  website  will  provide   artists  with   various
               marketing tools, including public relations assistance,  tour and
               concert promotions, and e-mail promotions, among others.

     [BULLET]  Non-Exclusive.  The Company's  relationship  with the artists and
               the independent  record labels will be on a non-exclusive  basis,
               enabling  featured  artists to  distribute  their music using the
               website, as well as other means (such as other websites).



                                       11
<PAGE>

    [BULLET]   Access  to   Consumer   Feedback   and   Statistics.    Upon  the
               implementation  of tracking  software (which is now in progress),
               artists will  receive  detailed  information  about the number of
               people   visiting  their  webpage,   listening  to  their  music,
               downloading  their  songs,  and how many CDs they sold during the
               day and over the past  month.  Artists  will then  have  valuable
               information  about  their fan base.

     In the near term,  the Company will focus on the  following key elements in
the development of the Tropia website  (although there can be no assurance as to
the likelihood or the timing of these elements):

     [BULLET]  Continue to develop and increase music content
     [BULLET]  Use the latest compression formats
     [BULLET]  Use  e-commerce  to  generate  revenues  from  sales  of cd's and
               merchandise
     [BULLET]  Provide additional functionality
     [BULLET]  Target market the college student market
     [BULLET]  Introduce tropia college tv website
     [BULLET]  Become a service based community
     [BULLET]  Establish user accounts

RESULTS OF OPERATIONS

     The following  discussion  relates to the Company's  continuing  operations
since the Change of Control Transaction on December 11, 1998. Any comparisons to
the prior  fiscal year would not be  applicable,  as all prior  operations  were
discontinued during the third quarter of the prior fiscal year.

     The  following  table  sets forth  certain  financial  data for  continuing
operations for the periods indicated.  As a result of the Company's December 11,
1998  Change of Control  Transaction,  the  Company  discontinued  its  previous
operations.  In accordance with Accounting  Principles Board,  ("APB") Statement
#30,  "Reporting  the Effects of the Disposal of a Segment of a  Business,"  the
prior  years'   financial   statements   have  been  restated  to  reflect  such
discontinuation.

                                                    Three months ended June 30,
                                                  ------------------------------
                                                  1999      %      1998        %
                                                  ------------------------------
     Continuing Operations:                            (Amounts in thousands)
          Revenues                                   0      -         0        -
     Operating costs and expenses:
     Selling, general and administrative           160      -         0        -

     Total operating costs and expenses            160      -         0        -

     Operating income (loss)                    $(160)      -         0        -


CONSOLIDATED REVENUES FROM CONTINUING OPERATIONS

     In view of the  Company's  new Internet  business  strategy and the rapidly
evolving  nature of its business,  the company had no revenues  from  continuing
operations.

     Operating Costs and Expenses

     The operating costs and expenses are primarily  composed of compensation to
employees  and legal and  accounting  fees  which have been  incurred  while the
Company goes through its transition  resulting from the December 11, 1998 Change


                                       12
<PAGE>

of  Control  Transaction.   See  "Operating  Loss"  below.  In  accordance  with
Accounting  Principles Board,  ("APB") Statement #30,  "Reporting the Effects of
the Disposal of a Segment of a Business," the prior years' financial  statements
have been restated to reflect such  discontinuation.  All assets and liabilities
of  the  discontinued   segment  have  been  reflected  as  net  liabilities  of
discontinued operations.

     Operating Loss

     The  Company  had  no  revenues  and  the  Company's  operating  loss  from
continuing  operations for the three months ended June 30, 1999 was $160,000, as
shown above. This amount is primarily  composed of legal and accounting fees and
contribution  of salaries and rent by management  which have been incurred while
the Company goes  through its  transition  resulting  from the December 11, 1998
Change of Control Transaction.

     Other Income and Expense

     The company had no income from  continuing  operations.  The  expenses  are
primarily  legal and accounting  fees and  contribution  of salaries and rent by
management  which  have  been  incurred  while  the  company  goes  through  its
transition resulting from the December 11, 1998 Change of Control Transaction.

     Liquidity and Capital Resources

     As of June 30,  1999 the Company  has  working  capital of  $815,000  which
follows from the infusion of cash as a result of the December 11, 1998 Change of
Control Transaction.

     The Company  currently is financing its daily operations  primarily through
the  application of the proceeds of the investments in the Company in connection
with the  December  11,  1998  Change  of  Control  Transaction,  as well as the
proceeds  from the  exercise of stock  options.  The Company has been  providing
capital to Tropia pursuant to the June 23, 1999 agreement. Additional capital of
approximately $800,000 will be provided to Tropia during the twelve months after
such agreement.

YEAR 2000 IMPLICATIONS

     Many currently  installed  computer systems and software products are coded
to accept only two-digit  entries in the date code field and cannot  distinguish
twenty-first  century dates from twentieth century dates. To function  properly,
these  date-code  fields  must  distinguish   twenty-first  century  dates  from
twentieth century dates and, as a result,  many companies' software and computer
systems  may need to be  upgraded or replaced in order to comply with such "Year
2000" requirements.

     The Company is dependent on the  operation of numerous  systems that may be
adversely  affected by the Year 2000 problem,  including  internal systems,  and
equipment,  software and content supplied to the Company by third-party  vendors
that may not be Year 2000 compliant,  including outside providers of Web-hosting
services on which the Company is currently dependent. In addition, the Company's
future business  depends on the successful  operation of the Internet  following
the  commencement  of the Year 2000.  If the  Internet  is  inaccessible  for an
appreciable  period of time,  or if users are  unable  to access  our site,  the
Company's  business and revenues  could be materially  adversely  affected.  The
Company is also subject to external forces that might generally  affect industry
and commerce, such as telecommunications, utility or transportation company Year
2000 compliance failures,  related service interruptions and the economic impact
that  such  failures  have  on  our  customers,  content  providers  and  future
advertisers.


                                       13
<PAGE>




     Year 2000 Compliance Assessment Plans.

     The Company has  undertaken a two-pronged  approach to analyzing the impact
of the Year 2000  problem.  First,  the  Company  is  nearing  completion  of an
informal  assessment  of  its  primary  internal  systems  and,  based  on  such
assessment and its knowledge of the specific  software and systems,  the Company
currently  believes  that its systems are Year 2000  compliant  in all  material
respects or can  readily be brought  into  compliance  with the  application  of
corrective  software  modifications.  In many cases,  the Company  expects these
modifications  to be  provided  by the  vendors  of the  computer  and  software
products.  The Company has not incurred  material costs to date in this informal
phase of the assessment process, and currently does not believe that the cost of
additional  actions will have a material  effect on its results of operations or
financial condition.

     Second,  the Company is in the process of performing a formal assessment of
both its internal systems and the vendor-supplied  items and services it employs
to determine  how the Year 2000  problem will affect all aspects of  operations.
The Company expects to complete this second phase of its assessment by September
30, 1999. The formal process involves assessment of the following:

     - hardware systems,  including servers and systems used for data storage;
     - software systems, including applications, development tools and
       proprietary code;
     - infrastructure systems, including routers, hubs and networks;
     - the systems of our business partners

     The Company is conducting  its formal  assessment of Year 2000 readiness by
gathering information on each aspect of the systems, reviewing each component or
application for date usage, and examining date representations.  With respect to
vendor-supplied  items and  services,  the Company is  conducting  an  extensive
review of product  compliance  information on such items and services  available
online,  in vendor  literature  and through trade group  information  resources,
contacting its vendors for compliance information, and maintaining documentation
of assessments that have been performed by such vendors or outside sources.

     Results of Compliance Efforts to Date

     Based on the near completed informal  assessment and the Company's progress
on the formal  assessment,  the Company  currently  believes  that its  internal
systems  are,  or can  readily  be made,  Year 2000  compliant  in all  material
respects.  However,  it is possible that these current  internal systems contain
undetected  errors  or  defects  with Year 2000  date  functions.  In  addition,
although the Company does not  anticipate  problems,  vendor-supplied  items and
services could contain  undetected  errors or defects  which,  if not corrected,
could  result  in  serious  unanticipated   negative   consequences,   including
significant  downtime.  One software,  which is used internally and unrelated to
website operations,  has been found to be non-compliant,  and has been scheduled
to be replaced prior to September 30, 1999.

     Costs of Year 2000 Compliance Are Not Expected to Be Significant.

     Based  upon  the near  completed  informal  assessment  and the  extent  of
completion  of the formal  assessment,  the Company is not aware of any material
operational  issues or significant  costs associated with preparing its internal
systems for the Year 2000,  and although  the Company has not incurred  material
costs to date with respect to the Year 2000 readiness of these internal systems,
the  occurrence of any of the following  events could  materially  and adversely
affect the Company's business, results of operations and financial condition:

                                       14
<PAGE>




     [BULLET]  errors and defects that are detected after the formal  assessment
               process is complete;
     [BULLET]  third-party  equipment,  software  or  content  fails to  operate
               properly with regard to the year 2000;
     [BULLET]  third-party   providers  of   Web  resources  expend  significant
               resources  to  correct  their  current   systems  for  Year  2000
               compliance, resulting in increased costs for their services.

RISK FACTORS.

     Please  see the  Company's  Annual  Report  on Form  10-K  (filed  with the
Commission  on July  14,  1999),  "Item 1 - Risk  Factors  That May  Affect  the
Company's Business, Future Operating Results and Financial Condition."

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

     From time to time,  the Company has been a party to other legal actions and
proceedings incidental to its business. As of the date of this report,  however,
the Company  knows of no other  pending or  threatened  legal actions that could
have a material impact on the financial condition of the Company.

Item 2.   Changes in Securities

     As reported on an  Amendment  No. 1 on  Schedule  13D/A  (filed on June 10,
1999), on May 19, 1999, Jon M. Gerber,  Vice President,  Treasurer and Secretary
of the Company,  exercised his option to purchase  80,000 shares of Common Stock
at $0.15 per share, and tendered $12,000 of personal funds in cash.

     On July 26, 1999 the  Company's  Board of  Directors  approved an agreement
whereby the  Company,  in  exchange  for  $1,250,000,  will issue to Lawrence M.
Powers (a) 1,000,000  shares of Common  Stock,  and (b) an option to purchase an
additional  500,000 shares at $2.50 per share,  exercisable for five years. This
transaction  is described  above in further  detail at  "Consolidated  Financial
Statements -- Note 8 - Subsequent Event."

Item 6.   Exhibits and Reports on Form 8-K

     A.   Exhibits

          Number         Title

          10.1           Stock  Purchase  Agreement  between  the  Company   and
                         Lawrence M. Powers

          10.2           Stock Option of Lawrence M. Powers

          27             Financial Data Schedule



                                       15
<PAGE>



     B. Reports on Form 8-K

               On April 5, 1999,  the Company filed a Current Report on Form 8-K
               announcing at "Item 2 - Acquisition or Disposition of Assets" the
               Company's acquisition of MinuteMeals.com, Inc.

               On July 1, 1999,  the Company filed a Current  Report on Form 8-K
               announcing, at Item 2 - Acquisition or Disposition of Assets" the
               Company's acquisition of Tropia, Inc.





























                                       16
<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereto duly authorized.

Dated:   August 16, 1999



                              SPECTRUM INFORMATION TECHNOLOGIES, INC.


                              By  /s/   Lawrence M. Powers
                                  ------------------------
                                  Lawrence M. Powers
                                  Chief Executive Officer and
                                  Chairman of the Board of Directors



                              By  /s/   Jon M. Gerber
                                  -------------------
                                  Jon M. Gerber
                                  Vice President, Secretary and Treasurer

















                                       17
<PAGE>