<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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


         FOR THE PERIOD ENDED: SEPTEMBER 30, 2000

         COMMISSION FILE NUMBER: 000-27391



                             GOURMETMARKET.COM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           DELAWARE                                               51-0347728
-------------------------------                              -------------------
State or other jurisdiction of                                  (IRS Employer
incorporation or organization)                               Identification No.)


                 155 Fell Street San Francisco, California 94102
          ------------------------------------------------------------
          (Address, including zip code, of principal executive offices)


                                 (415) 255-9400
               ---------------------------------------------------
              (Registrant's telephone number, including area code)

          507 Howard Street, Suite 200, San Francisco, California 94105
          -------------------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)



Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Sections 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
filings for the past 90 days.

YES  X     NO
    ---      ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 16, 2000, the number of the Company's shares of par value $.001
common stock outstanding was 20,156,271.


                                       1
<PAGE>


                             GOURMETMARKET.COM, INC
                                   FORM 10-QSB
                               SEPTEMBER 30, 2000


                                      INDEX


Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Balance Sheets................................................................3

Statements of Operation.......................................................4

Statements of Stockholders' Equity (Deficit)..................................5

Statements of Cash Flow.......................................................6

Notes to Financial Statements.................................................7


Item 2 - Management's Discussion and Analysis of Financial Condition and
            Results of Operations.............................................9

PART II - OTHER INFORMATION..................................................13

SIGNATURES...................................................................14

                                       2
<PAGE>

                             GOURMETMARKET.COM, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2000
                                   (Unaudited)
<TABLE>
<S>                                                                   <C>
ASSETS

Current assets:
  Cash and cash equivalents                                            $   59,097
  Accounts receivable, less allowance for doubtful accounts $6,560         25,165
  Prepaid expenses                                                          3,275
  Inventory                                                                46,866
                                                                       ----------

          Total current assets                                            134,403

Property and equipment
  less accumulated depreciation of $17,431                                 61,933

Investments                                                               140,000
Organizational costs, less accumulated amortization of $1,281                 831
License agreements, less accumulated amortization  of $145,191            278,309
                                                                       ----------

                                                                       $  615,476
                                                                       ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Current maturities of long-term debt                                 $1,457,312
  Accounts payable                                                        698,473
  Accrued expenses                                                        166,272
  Accrued stock based compensation                                        290,161
                                                                       ----------

          Total current liabilities                                     2,612,218
                                                                       ----------

Long-term debt less current maturities                                          -
                                                                       ----------
Stockholders' equity (deficit):
  Convertible preferred stock (Series A), par value $.001
    authorized 10,000,000, issued 0                                             -
  Common stock, $.001 par value; authorized
   25,000,000 shares;19,817,021 shares
    issued and outstanding                                                 19,292
  Additional paid-in capital                                            3,542,159
  Retained deficit                                                     (5,545,071)
                                                                       ----------

                                                                       (1,983,620)

Less subscriptions receivable                                             (13,122)
                                                                       ----------

          Total stockholders' equity (deficit)                         (1,996,742)
                                                                       ----------

                                                                       $  615,476
                                                                       ==========
</TABLE>

                             See accompanying notes

                                       3
<PAGE>

                             GOURMETMARKET.COM, INC.
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Nine Months     Nine Months     Three Months   Three Months
                                                        Ended           Ended           Ended           Ended
                                                    September 30,   September 30,   September 30,   September 30,
                                                        2000            1999            2000           1999
                                                     (unaudited)     (unaudited)     (unaudited)     (unaudited)
                                                     -----------     -----------    ------------     -----------
<S>                                                  <C>             <C>             <C>            <C>
Sales                                                $ 1,069,338     $   431,520     $   231,236     $   138,503
Cost of sales                                            815,802         409,012         249,197         104,211
                                                     -----------     -----------     -----------     -----------

Gross profit (loss)                                      253,536          22,508         (17,961)         34,292
                                                     -----------     -----------     -----------     -----------

Selling, general and administrative expenses:
   Payroll and payroll taxes                             681,196         462,449         221,012         221,680
   Stock and option based compensation                  (400,067)        975,527        (427,882)         18,957
   Occupancy & office expenses                            33,362          39,982          11,552          13,734
   Contract services and professional fees               252,343         748,067          44,456         212,823
   Internet servicing expenses                            55,452         129,058          24,998          56,354
   General and administrative expenses                   474,724         201,525          96,513          83,320
   Advertising and promotion                             341,000         233,500         180,825          72,725
   Depreciation and amortization                          10,688           4,532           4,107           2,068
                                                     -----------     -----------     -----------     -----------

                                                       1,448,698       2,794,560         155,581         681,461
                                                     -----------     -----------     -----------     -----------

Income (loss) from operations                         (1,195,162)     (2,772,052)       (173,542)       (647,169)
                                                     -----------     -----------     -----------     -----------

Other income (expenses):
  Interest expense                                       (67,932)        (28,176)        (25,772)        (11,504)
  Loan extension fees                                   (259,788)        (40,000)       (244,225)
  Gain on sale of Travlang.com                           273,400               -               -               -
                                                     -----------     -----------     -----------     -----------


  Total other income (expenses)                          (54,320)        (68,176)       (269,997)        (11,504)
                                                     -----------     -----------     -----------     -----------

Income (loss) before income taxes                     (1,249,482)     (2,840,228)              -        (658,673)


Income tax expense (benefit)                                   -               -               -               -
                                                     -----------     -----------     -----------     -----------

Net loss                                             $(1,249,482)    $(2,840,228)    $  (443,539)    $  (658,673)
                                                     ===========     ===========     ===========     ===========
Net loss per common share:
  Basic:
    Net loss per common share                               (.06)           (.18)           (.02)           (.04)
  Diluted:
    Net loss per common share                               (.06)           (.18)           (.02)           (.04)
Weighted average shares outstanding
   basic and diluted (restated)                       19,366,760      15,790,806      19,685,541      17,457,300
                                                     ===========     ===========     ===========     ===========
</TABLE>




                             See accompanying notes

                                       4
<PAGE>

                             GOURMETMARKET.COM, INC.
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                      NINE MONTHS ENDED SEPTEMBER 30, 2000


<TABLE>
<CAPTION>
                                      Common       Stock        Additional
                                    Number of       Par          Paid-in        Retained      Subscriptions
                                     Shares        Value         Capital        Earnings       Receivable        Total
                                   ----------     -------      ----------     -----------     -------------   -----------
<S>                                 <C>           <C>          <C>            <C>             <C>             <C>
Balance, January 1, 2000           18,025,920     $17,501      $2,626,898     $(4,295,229)       $(13,122)    $(1,663,952)

Issuance of common stock              300,000         300         299,700                                         300,000

Conversion of notes payable          1068,751       1,069         490,669                                         491,738

Exercise of stock options             275,100         275          86,476                                          86,751

Stock issued for compensation         147,250         147          38,416                                          38,563

Net loss nine months ended
    September 30, 2000                      -           -               -      (1,249,842)              -      (1,249,842)
                                   ----------     -------      ----------     -----------        --------     -----------

Balance, September 30, 2000        19,817,021     $19,292      $3,542,159     $(5,545,071)       $(13,122)    $ 1,996,742
                                   ==========     =======      ==========     ===========        ========     ===========

</TABLE>











                             See accompanying notes

                                       5
<PAGE>

                             GOURMETMARKET.COM, INC.
                             STATEMENT OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                             Nine Months       Nine Months
                                                                Ended             Ended
                                                            September 30,     September 30,
                                                                 2000             1999
                                                             (unaudited)       (unaudited)
                                                             ----------        ----------
<S>                                                         <C>                <C>
Cash flows from operating activities:
    Net loss                                                 $(1,249,842)      $(2,840,228)
                                                             -----------       -----------

Adjustments to reconcile net income to net:
  Cash provided by (used for) operating activities
  Depreciation and amortization                                   65,133            79,755
  Non cash compensation net of returned options                 (155,841)          975,527
  Gain on sale of Travlang.com                                  (273,400)
Changes in assets and liabilities:
  Accounts receivable                                             29,225           (42,543)
  Inventory                                                       42,967           (38,253)
  Prepaid expenses                                                (3,275)
  Other assets                                                    20,748
  Accounts payable and accrued expenses                          325,818           290,564
                                                             -----------       -----------

Total adjustments                                                 51,375         1,265,050
                                                             -----------       -----------

Net cash used for operations                                  (1,198,467)       (1,575,178)
                                                             -----------       -----------

Net cash used in investing activities:
  Acquisition of license agreements and other assets                               (20,412)
  Purchase of equipment                                          (20,918)          (55,860)
                                                             -----------       -----------

    Net cash used for investing activities                       (20,918)          (76,272)
                                                             -----------       -----------

Cash flows from (used in )financing activities
  Proceeds from notes payable and advances                       702,312           790,000
  Net proceeds from sale of assets                               146,027
  Payments of long term debt                                                       (39,717)
  Proceeds from issuance of common stock                         301,951           964,129
                                                             -----------       -----------

    Net cash provided by financing activities                  1,150,290         1,714,412
                                                             -----------       -----------

Net increase (decrease) in cash
    and cash equivalents                                         (69,095)           62,962

Cash and cash equivalents, beginning of period                   128,192            41,378
                                                             -----------       -----------

Cash and cash equivalents, end of period                     $    59,097       $   104,340
                                                             ===========       ===========
</TABLE>



                             See accompanying notes

                                        6
<PAGE>

                             GOURMETMARKET.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Company

GourmetMarket.com, Inc., (the "Company") is an online culinary marketplace for
gourmet and specialty food, wine and cookware. The Company, has developed the
technology used in the website, established relationships with leading culinary
suppliers, and developed revenue and traffic-building partnerships. The software
used in the Company's web site enables the Company to instantly update the web
site with new merchandise, unique internet address, special pricing and
promotions. The Company's state-of-the art back-office software package can
handle thousands of orders per day.

The GourmetMarket.com website delivers not only products, but a lifestyle. By
offering superior quality products along with expert information and resources
via the Internet, the Company provides customers with easy accessibility to the
"good life". The Company intends to expand the range of products and services
offered through its web site to encompass other high-end lifestyle products and
services.

Significant Accounting Policies

The accounting policies followed by the Company are set forth in Note 1 to the
Company's financial statements included in its Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999.

NOTE 2:  INTERIM FINANCIAL STATEMENTS

The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-QSB of the Securities and Exchange
Commission and in accordance with generally accepted accounting principles
applicable to interim financial statements and do not include all of the
information and footnotes required by generally accepted accounting principles
for audited financial statements. The financial statements should be read in
conjunction with the audited consolidated financial statements and accompanying
notes of the Company for the year ended December 31, 1999, which are included in
its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999.

In the opinion of the management of the Company, the accompanying consolidated
financial statements reflect all adjustments necessary to present fairly the
financial position of the Company as of September 30, 2000, and the results of
its operations, stockholders' equity and cash flows for the nine month period
then ended.

The results of operations for the period ended September 30, 2000, are not
necessarily indicative of the results to be expected for the entire year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

                                       7
<PAGE>

                             GOURMETMARKET.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 3  INCOME PER SHARE INFORMATION

Net loss per share is determined by dividing net loss by the weighted average
common shares outstanding. The outstanding common shares reflect the
reorganization of GourmetMarket.com. Common stock equivalents, consisting of
stock options in fiscal 1999 and 1998, were antidilutive and were not included
in the calculation of net loss per share. The company has adopted Statement of
Financial Accounting Standards, (SFAS) No. 128, "Earnings Per Share" which
simplifies the accounting for earnings per share by presenting basic earnings
per share including only outstanding common stock and diluted earnings per share
including the effect of dilutive common stock equivalents. The Company's basic
and diluted earnings per share are the same, on the Company's common stock
equivalents are dilutive.


























                                       8
<PAGE>









ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS.

General

The discussion and analysis set forth below should be read in conjunction with
our Financial Statements and the related Notes thereto appearing elsewhere in
this quarterly report. The information presented for the nine months ended
September 30, 2000 and 1999 was derived from unaudited financial statements
which, in our opinion, reflect all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation.

Forward Looking-Statements. When used in this report, press releases and
elsewhere by the management of the Company from time to time, the words
"believes", "anticipates", and "expects" and similar expressions are intended to
identify forward-looking statements that involve certain risks and
uncertainties. Additionally, certain statements contained in this discussion may
be deemed forward-looking statements that involve a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially are the following: the ability of the Company to meet its working
capital and liquidity needs, the status of relations between the Company, its
primary customers and distributors, the availability of long-term credit,
unanticipated changes in the U.S. and international economies, business
conditions and growth in the e-commerce and the timely development and
acceptance of new products, the impact of competitive products and pricing, and
other risks detailed from time to time in the Company's SEC reports. Readers are
cautioned not to place undue reliance on these forward-looking statements which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the results of any events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

Going Concern. The Company's viability as a going concern has been dependent
since inception upon its ability to raise sufficient working capital from equity
and debt financing. The Company experienced a loss from operations in 1999 and
had a working capital deficit at December 31, 1999. The Company experienced a
loss from operations of $1,195,162 for the nine months ended September 30, 2000,
and had a working capital deficit of $2,598,775 at September 30, 2000. See
"Liquidity and Capital Resources," below.

Results of Operations

Three Months Ended September 30, 2000, compared to the Three Months
Ended September 30, 1999

Net sales for the three months ended September 30, 2000, increased by $92,733 to
$231,236 from net Sales of $138,503 for the three months ended September 30,
1999. The increase in sales resulted primarily from the Company's marketing
efforts to date which include a combination of different offline and online
programs. While the cost and effectiveness of each program varies, our current
rate of converting visitors to buyers is between 1% and 1.5%.

Cost of goods sold for the three months ended September 30, 2000, increased by
$144,986 to $249,197 from $104,211 for the three months ended September 30,
1999. The increase resulted from the increase in sales and the corresponding
decrease in inventory purchases.

Gross profit for the three months ended September 30, 2000, was $(17,961), or
(7.7%) of net sales, compared to gross profit of $34,292 or 24.8% of net sales,
for the three months ended September 30, 1999. The decrease in gross profit
percentage was primarily due to amortization of licence


                                       9
<PAGE>

agreements and adjustment of inventory. Selling and Internet expenses increased
by $76,744 to $205,823 for the three months ended September 30, 2000, from
$129,079 for the three months ended September 30, 1999. The increase in selling
expenses resulted from as increase in the marketing and internet site expenses.
General and administrative expenses were $96,313 for the three months ended
September 30, 2000, compared with $83,370, for the three months ended September
30, 1999. The increase in the general and administrative expenses resulted from
an increase in office expense.

The Company's interest expense for the three months ended September 30, 2000,
was $25,772 as compared with $11,504, for the three months ended September 30,
1999. The increase in interest expense was primarily due to an increase in
loans.


Nine Months Ended September 30, 2000, compared to the Nine Months
Ended September 30, 1999

Net sales for the nine months ended September 30, 2000, increased by $637,818 to
$1,069,338 from $431,520 for the nine months ended September 30, 1999. The
increase in sales resulted primarily from the Company's marketing efforts to
date include a combination of different offline and online programs. While the
cost and effectiveness of each program varies, our current rate of converting
visitors to buyers is between 1% and 1.5%.

Cost of goods sold for the nine months ended September 30, 2000, increased by
$406,790 to $815,802 from $409,790 for the nine months ended September 30, 1999.
The increase resulted from the increase in sales and the corresponding decrease
in inventory purchases.

Gross profit for the nine months ended September 30, 2000, was $253,536, or
23.7% of net sales, compared to $22,508 or 5.2% of net sales, for the nine
months ended September 30, 1999. The increase in gross profit percentage was
primarily due to relatively higher gross margins realized due to the increase in
sales.

Selling and internet expenses increased by $33,894 to $396,452 for the nine
months ended September 30, 2000, from $362,558 for the nine months ended
September 30, 1999. This increase in selling expenses resulted from an increase
in the marketing and internet site expenses. General and administrative expenses
were $474,7241 for the nine months ended September 30, 2000, compared with
$201,525 for the nine months ended September 30, 1999. The increase in the
general and administrative expenses was due to an increase in the workforce.

The Company's interest expense for the nine months ended September 30, 2000 was
$67,932 as compared with $28,176, for the nine months ended September 30, 1999.
The increase in interest expense was primarily due to an increase in loans.

For the nine months ended September 30, 2000, the Company had income from the
sale of assets of $273,400, and a net reduction of expenses resulting from the
cancellation and return of stock options previously issued which totaled
$400,067. For the nine months ended September 30, 1999, a one time charge for
stock compensation of $950,000 increased the loss for the nine months then
ended.


                                       10
<PAGE>

Liquidity and Capital Resources

Our viability as a going concern is dependent upon our ability to raise
sufficient working. The Company experienced a loss from operations during the
nine months ended September 30, 2000 and 1999, and had a working capital
deficiency of approximately $2,598,775, primarily as a result of the current
portion of long-term debt. As a result, the Company has faced an on-going
liquidity deficit. Working capital may vary from time to time as a result of
seasonal inventory requirements and the level of accounts receivable balances.
The Company expects to complete a private placement of its convertible preferred
shares for $3,000,000 by the end of November 2000, which if completed would
provide the Company with sufficient working capital for the entire 2001 fiscal
year. However, there is no assurance that such financing will be obtained.

The Company has incurred significant net losses and negative cash flows for
operations since its organization in November 1997 as a result of the
development of its GourmetMarket business operations. The Company has funded
these losses primarily from the issuance of common stock to the Company's
founders, loans by related parties, loans by third party lenders and the private
placement of the Company's securities to individuals. The Company will be
dependent in the foreseeable future on raising capital on a debt or equity basis
to meet its operating expenses, as it will in all probability continue to incur
substantial losses through calendar year 2000. The Company anticipates that it
will be able to continue to obtain working capital through the proceeds of
equity or debt financing on a private basis, and also from operating income. The
Company competes for capital with a significant number of other internet and
technology ventures and more traditional businesses. Accordingly, although the
Company has in the past been able to obtain capital to meet its operating
losses, there can be no assurance that the Company will be able to continue to
meet its operating expenses from its fund-raising activities until such time, if
any, as the Company is able to operate at a profit.

In February 2000, iiGroup, Inc., an affiliate of the Company, loaned a total of
$250,000 to the Company pursuant to two (2) 8% Convertible Bridge Notes. The
Bridge Notes provide that they may be prepaid at any time, but are mandatorily
prepayable upon the sale of all of the outstanding shares of the Company, the
sale substantially all of the Company's assets, or the closing of financing of
at least $5,000,000. The Convertible Notes are convertible into common sock of
the Company at the lower of $1.00 per share or 75% of the average closing bid
price of the Company's common stock in the five days proceeding the date of
conversion. These Bridge Notes mature on December 31, 2000.

In June 2000, iiGroup, Inc., loaned a total of $20,000 to the Company pursuant
to 8% Convertible Bridge Note. The Bridge Note provide that they may be prepaid
at any time, but are mandatorily prepayable upon the sale of all of the
outstanding shares of the Company, the sale substantially all of the Company's
assets, or the closing of financing of at least $200,000. The Bridge Notes are
convertible into common stock of the Company at the lower of $1.00 per share or
75% of the average closing bid price of the Company's common stock in the five
days proceeding the date of conversion. This Bridge Note matures on July 15,
2000.

In May 2000, the Company raised a total of $40,000 from unrelated third parties
through the private placement of 8% Convertible Bridge Notes. The Bridge Notes
provide that they may be prepaid at any time, but are mandatorily prepayable
upon the sale of all of the outstanding shares of the Company, the sale
substantially all of the Company's assets, or the closing of financing of at
least $5,000,000. The Convertible Notes are convertible into common stock of the
Company at the lower of $0.85 per share or 75% of the average closing bid price
of the Company's common stock in the five days proceeding the date of
conversion. These Bridge Notes mature on December 31, 2000.


                                       11
<PAGE>


In July 2000, the Quartz Capital Group, Inc., a related party, loaned a total of
$25,000 to the Company pursuant to an 8% Convertible Bridge Note. The Bridge
Note provides that they may be prepaid at any time, but are mandatorily
prepayable upon the sale of all of the outstanding shares of the Company, the
sale substantially all of the Company's assets, or the closing of financing of
at least $2,000,000. The Bridge Note is convertible into common stock of the
Company at the lower of $1.00 per share or 75% of the average closing bid price
of the Company's common stock in the five days proceeding the date of
conversion. This Bridge Note matures on December 31, 2000.

In July 2000, iiGroup, Inc., loaned a total of $100,000 to the Company pursuant
to a 10% Convertible Bridge Note. The Bridge Note provides that it may be
prepaid at any time, but is mandatorily prepayable upon the sale of all of the
outstanding shares of the Company, the sale substantially all of the Company's
assets, or the closing of financing of at least $3,000,000. The Bridge Note is
convertible into common stock of the Company at the lower of $0.625 per share or
50% of the average closing bid price of the Company's common stock in the five
days proceeding the date of conversion. This Bridge Note matures on June 30,
2001.

During the quarter ended September 30, 2000, iiGroup, Inc., loaned an additional
$96,000 to the Company pursuant to several 8% Convertible Bridge Notes. The
Bridge Notes provide that they may be prepaid at any time, but are mandatorily
prepayable upon the sale of all of the outstanding shares of the Company, the
sale substantially all of the Company's assets, or the closing of financing of
at least $2,000,000. The Bridge Notes are convertible into common sock of the
Company at the lower of $0.85 per share or 75% of the average closing bid price
of the Company's common stock in the five days proceeding the date of
conversion. Simultaneously with the execution of these notes the Company agreed
to issue 320,000 shares of the Company's common stock issued to iiGroup, Inc.,
which resulted in a charge to expense of $244,225 for the quarter ended
September 30, 2000. These Bridge Notes mature on June 30, 2001.

In August 2000, the Quartz Capital Group, Inc., loaned an additional $56,000 to
the Company pursuant to an 8% Convertible Bridge Note. The Bridge Note provides
that it may be prepaid at any time, but are mandatorily prepayable upon the sale
of all of the outstanding shares of the Company, the sale substantially all of
the Company's assets, or the closing of financing of at least $2,000,000. The
Bridge Note is convertible into common stock of the Company at the lower of $.85
per share or 75% of the average closing bid price of the Company's common stock
in the five days proceeding the date of conversion. This Bridge Note matures on
August 28, 2001.

On September 26, 2000 Rundell, Coursey & Co., loaned $75,000 to the Company
pursuant to a 7% Convertible Bridge Note. The Bridge Note provides that they may
be prepaid at any time, but is mandatorily prepayable upon the sale of all of
the outstanding shares of the Company, the sale substantially all of the
Company's assets, or the closing of financing of at least $1,000,000. The Bridge
Note is convertible into common stock of the Company at the lower of $.50 per
share or 75% of the average closing bid price of the Company's common stock in
the five days proceeding the date of conversion. In conjunction with this loan
the Company has agreed to issue warrants to purchase 15,000 shares of its common
stock at $.01 per share. This Bridge Note matures on December 26, 2000


                                       12
<PAGE>



PART II

OTHER INFORMATION

Item 1.  Legal Proceedings.

On June 29,2000, the Company was sued by Mackenzie Shea, Inc. a California
corporation, in San Francisco, California Superior Court. The suit alleges that
the Company and other parties breached a settlement agreement entered into
between the Company and the plaintiff on April 6, 2000. The settlement agreement
provided that the Company would pay $17,500 to the plaintiff, none of which, the
complaint alleges has been paid. The Company believes that it will be able to
settle the complaint on terms which will not have a material adverse effect on
the Company.

Item 2.  Changes in Securities.

During the fiscal quarter ending on September 30, 2000, the Company issued a
series of Convertible Bridge Notes in the total amount of $256,000, which are
described more fully in Part I, Item 2, under "Liquidity and Capital Resources."
In conjunction therewith the Company also issued 339,250 shares of Common Stock
to the holders of these Bridge Notes during the fiscal quarter ending September
30, 2000. In addition, 195,100 options were exercised by employees during the
same period.

3.       Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security-Holders.

None

Item 5.  Other Information.




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

(a)      Exhibits:



(b)      Reports on Form 8-K

None.

                                       13

<PAGE>

                                    SIGNATURE

In accordance with the requirements of the Security Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
duly authorized.

                                        GOURMETMARKET.COM, INC.


Date: November 14, 2000

                                        By: /s/ C. Lawrence Rutstein
                                            ------------------------------------
                                            C. Lawrence Rutstein, CEO























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