SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

[X]  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended DECEMBER 31, 1999

                                       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 000-22281

                                   SCOOP, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                     33-0726608
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                  Cyberia House
                           Church Street, Basingstoke
                               Hampshire RG21 7QN
                                 United Kingdom
                    (Address of Principal Executive Offices)

                                +44 1256 867 800
                               (Telephone number)

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
                                      None

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
                    Common Stock, Par Value $0.001 Per Share
                                (Title of class)

     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) had been subject to such
filing requirements for the past 90 days.

     Yes [ ] No [X]

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

     [ ]

     Aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of February 13, 2001: $3,757,649. The amount shown is based on the
closing  price  of the  registrant's  Common  Stock  on the  National  Quotation
Bureau's  Pink  Sheets  on that  date.  Shares  of  Common  Stock  known  by the
registrant to be beneficially  owned by 10% shareholders,  officers or directors
of the Registrant are not included in the computation. The Registrant,  however,
has made no determination that such persons are "affiliates"  within the meaning
of Rule 12b-2 under the Securities Exchange Act of 1934.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     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 [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     Number  of shares  of  Common  Stock  outstanding  at  February  13,  2001:
85,486,716.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.

                                  SCOOP, INC.

     As used in this report,  the terms "Scoop," "Company" and "Registrant" mean
Scoop, Inc. and its subsidiaries.
<PAGE>

                                     PART I

ITEM 1. BUSINESS.

INTRODUCTION

     Scoop,  Inc.  ("Scoop" or the "Company") is today a holding  company owning
100% of the Common Stock of 24STORE  (Europe)  Limited,  a Company  incorporated
under the laws of England,  formerly known as 24STORE.com  Limited and currently
operating in the United Kingdom and Norway ("24STORE").

THE COMPANY'S HISTORY

     The  Company  commenced  business  operations  in May 1990.  The  Company's
original business  operations focused on the sale of media products and business
information services.

     Following an initial public offering, the Common Stock of the Company began
trading on the NASDAQ Small Cap Stock Exchange on April 9, 1997 under the symbol
"SCPI." During 1997 and 1998 the business failed to be profitable.

     During the second  quarter of 1998,  the  Company was  informed  that it no
longer met the minimum  requirements  for listing on the NASDAQ  Small Cap Stock
Exchange and was subsequently de-listed from the exchange on June 24, 1998.

     As previously reported by the Company in its Quarterly Report on Form 10QSB
for the quarterly  period ended June 30, 1998 (filed  August 14, 1998),  on July
31, 1998 the Company filed a voluntary petition  commencing a case under Chapter
11 of the United States  Bankruptcy Code in the United States  Bankruptcy  Court
for the Central District of California (the  "Bankruptcy  Court") as Case No. SA
98-20799 RA.

     As of  December  7,  1999,  in  accordance  with a Plan  of  Reorganization
approved by the Bankruptcy Court,  InfiniCom AB, a company registered in Sweden,
had  acquired  a total of  60,783,219  shares  of  Common  Stock of the  Company
(representing approximately 90% of the outstanding shares of Common Stock of the
Company) in exchange for 100% of the Common Stock of 24STORE.

THE BUSINESS TODAY

     24STORE's  current  business  operations  are held in the  following  three
wholly-owned subsidiaries of 24STORE:

*    24STORE AS, a company  registered  in Norway in 1992,  sells  computer  and
     electronics  products primarily to the business sector. Based approximately
     ten miles from Oslo,  Norway, the business was originally a catalogue based
     sales operation selling computer peripherals and standard  "shrink-wrapped"
     software  applications.  Today the business  sells a wide range of computer
     hardware, software, and other electronics products, generating revenue with
     repeat  business from its existing  customer base,  advertising in national
     computer magazines, and from its web site, www.24STORE.com/no.

*    LapLand (UK) Limited,  a company  registered  in England in 1991,  supplies
     primarily  business  customers  with  computer  and  electronics  products.
     Operating from the Company's  executive offices based  approximately  forty
     miles west of London,  the company  sells a wide range of mobile  computing
     and  related  products,  sourced  from major  computer  manufacturers.  The
     business is generated from an active  telesales  team,  working on inquires
     from the existing customer base,  regular  advertising in national computer
     magazines, and from the company's web site, www.lapland.co.uk.

*    Mobile  Planet  Limited,  a company  registered  in England  in 1992,  is a
     wholesaler of mobile computing and related products.  The company acts as a
     distributor   in  the  United   Kingdom  for  major  brand  name   computer
     manufacturers,  and  related  peripheral  products.  Based  from  the  same
     facility as LapLand (UK) Limited,  the business  generates revenues from an
     established base of trade accounts.

     In addition to the foregoing three operating companies,  24STORE also holds
100% of the  outstanding  capital  stock of  Cyberia  (UK)  Limited,  a  company
registered  in England  ("Cyberia"),  whose sole purpose is to hold title to the
real property on which the Company's headquarters are located.

PRODUCTS AND SERVICES

     The Company's primary products are computer and electronics  products.  The
products are sourced either  directly from the  manufacturers  or purchased from
national distributors.  In both value and volume terms, the largest product line
today is the supply of mobile  computers,  although  the company  also  supplies
"shrink-wrapped" computer software and other computer hardware including Desktop
PCs and File Servers.

SALES AND MARKETING STRATEGY

     The Company's  traditional sales methods consisted of mail-order catalogues
and telephone sales of computer and electronic  equipment to business customers.
In recent  years,  these  traditional  sales methods have been  complemented  by
steadily  increasing  web based sales.  The Company  believes that its future is
based on a combination of these three sales methods.

     In addition to its current operating businesses,  24STORE is the registrant
and owner of a unique group of over 200 internet  domain names,  all  commencing
with the "24" prefix.  The Company  intends to develop its business  using these
domain names to diversify the products and services that the Company offers. The
Company  believes  common  usage of the "24" brand will allow  synergistic  cost
savings to be achieved in a wide range of product  and service  categories.  The
domain names can each be categorized  under a number of key areas; some of these
domains,  together with their respective products and services  categories,  are
listed below:

RETAIL            SERVICES                  MEDIA             FINANCE

24STORE.COM       24SOLUTIONS.COM           24MEDIA.COM       24FINANCE.COM
24SHOPPING.COM    24SUPPORT.COM             24RADIO.COM       24BANK.COM
24MOBILE.COM      24HELP.COM                24TV.COM          24BID.COM
24FASHION.COM     24OFFICE.COM              24DAILY.COM       24CASH.COM
24WINE.COM        24PEOPLE.COM              24CHAT.COM        24LOAN.COM
24BOOKS.COM       24SERVICES.COM            24MAIL.COM        24TRADING.COM

     Using these domain names, the Company's strategy is to:

*    Expand its retail and product supply  operations by organic and acquisitive
     growth  into  new  product  categories  and new  geographies.  The  Company
     currently supplies primarily computing and electronic products but believes
     that  organic  growth  can  be  achieved  by  utilizing  existing  supplier
     relationships to move into new product categories. The Company will look to
     acquire synergistic businesses to move into more diverse product categories
     and new geographies.

*    Develop service, support and solutions based businesses around the relevant
     "24" domain names. The Company  envisages that its initial ventures will be
     in information technology consulting where it intends to maximize synergies
     with  its  majority  shareholder  InfiniCom  AB,  which  owns a  number  of
     consulting  companies in IT security,  systems  integration,  logistics and
     e-commerce  sectors.  In the longer term the  Company  intends to move into
     other service and support businesses.

*    Look to  maximize  the value of the  domains  in the  media  and  financial
     services sectors. Where the Company has limited relevant experience it will
     explore joint venture or licensing opportunities.

COMPETITION

     The computer/electronic products markets continue to evolve rapidly and are
extremely  competitive,  and the Company expects competition to intensify in the
future. The Company competes with a significant number of other companies in the
sale of computer and electronics products.  Current and potential competitors of
the  Company   include,   but  are  not  limited  to:  (1)  online   vendors  of
computer/electronics  products,  (2) mail order vendors of  computer/electronics
products,  (3) system  integrators and value added  resellers,  (4) direct sales
operations of computer/electronics manufacturers, and (5) retailers.

     The Company believes that the principal  competitive  factors affecting its
business  include its ability to secure  merchandise for sale at favorable terms
and attract new customers at a favorable  customer  acquisition cost through its
mail order,  telephonic,  and  internet  sales  channels.  Although  the Company
believes  that it can compete  favorably in such a competitive  atmosphere,  the
Company  cannot  be  assured  that it will be  able to  maintain  a  competitive
position against current and future competitors.

TRADEMARKS AND PROPRIETARY RIGHTS

     The  Company  has  relied,  and  intends  to  continue  to  rely,  upon the
protection of trademark law. In addition,  the Company relies on confidentiality
agreements with its employees to protect its proprietary rights. There can be no
assurance that the steps taken,  and  anticipated to be taken, by the Company to
protect its intellectual  property rights will be adequate or that third parties
will not infringe or  misappropriate  the Company's  domain  names,  copyrights,
trademarks, trade names, trade secrets, patents (if any) and similar proprietary
rights.  In  addition,  there can be no  assurance  that other  parties will not
assert infringement claims against the Company.

GOVERNMENT REGULATION

     The Company is subject,  both directly and indirectly,  to various laws and
governmental  regulations  (primarily  those  imposed  by  the  European  Union)
relating to its business operations. There are currently few laws or regulations
directly applicable to commercial activities over the Internet.  However, due to
increasing  popularity and use of the Internet,  it is possible that a number of
laws and  regulations  may be  adopted  with  respect  thereto.  These  laws and
regulations  may cover issues such as user privacy,  liability  for  information
retrieved from or transmitted over the Internet, online content regulation, user
privacy,  taxation and domain name registration.  Moreover, the applicability to
the Internet of existing laws  governing  issues such as  intellectual  property
ownership  and  infringement,  copyright,  patent,  trademark,  trade secret and
personal privacy is uncertain and developing.  Any new legislation or regulation
or the application of existing laws and regulations to the Internet could have a
material and adverse effect on the Company's business.

EMPLOYEES

     As of January 31, the Company employed a total of 39 persons,  including 20
in sales and  marketing,  9 in operations  and 10 in general and  administrative
functions. None of the Company's employees is represented by a labor union or is
subject to a collective bargaining agreement.  The Company has never experienced
a work stoppage and believes that its relations with its employees are good.

ITEM 2. PROPERTIES.

     The  Company's  principal  executive  offices are  located in  Basingstoke,
United Kingdom, approximately forty miles west of London. The Company, through a
wholly-owned  subsidiary  named Cyberia (UK)  Limited,  owns the freehold of its
office and warehouse  space in the United Kingdom for use in the ordinary course
of its business.  The property,  which is  approximately  7,800 square feet, was
constructed in 1959, and substantially refurbished in 1998. In addition, for its
business  in  Norway  the  Company   leases  office  and   warehouse   space  of
approximately  2,800 square feet located  approximately  ten miles outside Oslo,
Norway.  The lease of the Norwegian  property is on a  month-to-month  basis and
requires notice of three months by either party to terminate.

ITEM 3. LEGAL PROCEEDINGS.

     From time to time,  the Company is subject to  litigation  in the  ordinary
course of its  business.  In the opinion of  management,  none of the  currently
pending  litigation is likely to have a material adverse effect on the Company's
business, financial condition, or results of operations.

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

     In connection  with the Company's  bankruptcy  proceedings  which continued
during the year ended December 31, 1999,  the  Disclosure  Statement and Plan of
Reorganization approved by the Bankruptcy Court by an order dated August 5, 1999
were promptly thereafter distributed to the Company's creditors and shareholders
for  approval  as  a  part  of  the  bankruptcy  process,   which  approval  was
subsequently obtained.

                                     PART II

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

     The Company's  Common Stock is currently  quoted on the National  Quotation
Bureau's Pink Sheets under the symbol "SCPI." The following table sets forth for
the periods  indicated  the high and low closing sale price for the Common Stock
as quoted on the NASDAQ Small Cap Stock Exchange, the OTC Bulletin Board and the
National Quotation Bureau's Pink Sheets, as indicated below:

                                             Bid
Quarter Ended                       High              Low

December 31, 2000                  $1.500            $0.063
September 30, 2000                 $1.375            $0.500
June 30, 2000                      $2.650            $0.626
March 31, 2000                     $3.680            $0.875

December 31, 1999                  $1.620            $0.688
September 30, 1999                 $1.370            $0.500
June 30, 1999                      $0.500            $2.038
March 31, 1999                     $0.969            $0.463

     On February 13, 2001 the last reported sales price for the Company's Common
Stock on the National Quotation Bureau's Pink Sheets was $0.625 per share.

     As of February 13, 2001, there were 189 shareholders of record.

     The  declaration  of cash  dividends is at the  discretion  of the Board of
Directors  of the  Company.  No cash  dividends  on the  Common  Stock have been
declared or paid by the Company to date. The Company does not anticipate  paying
cash dividends in the foreseeable future.

Sale of Unregistered Securities

On December 7, 1999, in accordance with the Plan of  Reorganization  approved by
the  Bankruptcy  Court,  the Company  issued and sold to InfiniCom AB 60,783,219
shares of Common Stock of the Company in exchange for 100% of the capital  stock
of 24STORE.  As additional  consideration  for  InfiniCom's  acquisition of such
Common  Stock,  and as an incentive  for the creditors of the Company to approve
and support  the  foregoing  transaction  as a part of the  bankruptcy  process,
InfiniCom paid the sum of $225,000,  plus interest thereon, to the Company to be
used for  payment to  holders of all  allowed  general  unsecured  claims to the
extent that the bankruptcy estate of the Company was insufficient to pay in full
the allowed  amount.  InfiniCom  also paid an additional  sum of $125,000 to the
Company to reimburse the Company for certain  transaction  costs associated with
the negotiation,  documentation  and consummation of the foregoing  transaction.
The issuance of  securities in connection  with the  foregoing  transaction  was
exempt from  registration  under the  Securities Act of 1933 pursuant to Section
4(2) thereof and Regulation D promulgated thereunder.


ITEM 6. SELECTED FINANCIAL DATA.

     The following  table sets forth selected  financial data as of and for each
of the five  fiscal  years  ended  December  31,  1999 and is  derived  from the
Company's audited financial statements.  The data set forth below should be read
in conjunction with the Consolidated  Financial  Statements and related Notes to
Consolidated  Financial  Statements  appearing elsewhere herein and in "Item 7 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations."
<PAGE>
<TABLE>
<CAPTION>

                                                                         Year Ended December 31,
                                                -----------------------------------------------------------------------
                                                    1999           1998           1997           1996           1995
<S>                                             <C>            <C>            <C>            <C>            <C>
Revenue                                          $22,070,173    $5,453,410     $4,102,762     $3,158,982     $2,400,639

Operating Income/(Loss)                         ($4,921,367)      $130,993       $162,882         $9,119        $35,187

Net Income/Loss                                 ($5,626,018)      $112,774       $107,791        ($2,960)       $18,230


Income/(Loss) per share, basic and diluted           ($0.09)         $0.00          $0.00          $0.00          $0.00

weighted average number of shares outstanding     64,703,528    60,783,219     60,783,219     60,783,219     60,783,219

Working capital (deficit)                       ($8,146,694)       $65,794       $110,708         $8,714         $7,664

Total Assets                                     $11,942,175    $1,012,940       $748,961       $814,800       $586,674

Long-Term Debt                                    $2,261,520            $0             $0             $0             $0

Total Shareholders equity (deficit)             ($5,579,076)      $138,739       $117,495        $19,461        $22,623
</TABLE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

COMPANY OVERVIEW

     Scoop,  Inc.  ("Scoop" or the  "Company") was  incorporated  in 1996 in the
state of Delaware and began operations as an online news provider. In July 1998,
the  Company  filed a  petition  for  relief  under  Chapter  11 of the  federal
bankruptcy laws in the United States  Bankruptcy  Court for the Central District
of California.  In September  1999,  the Company filed a Plan of  Reorganization
("Plan") with the Bankruptcy  Court.  The Plan was confirmed on October 5, 1999.
Pursuant to the Plan,  Scoop was acquired in a reverse  merger with  24STORE.com
Limited ("24STORE"),  pursuant to which 24STORE's parent company acquired 91% of
the  outstanding  shares of Scoop,  or  60,783,219  of newly issued  shares,  in
exchange for all the outstanding  shares of 24STORE.  Since the  shareholders of
24STORE became the controlling shareholders of Scoop after the exchange, 24STORE
is treated as the acquiree for accounting  purposes.  No value has been assigned
to the assets and liabilities of the acquired company,  as it is emerging from a
formal bankruptcy plan of  reorganization.  Proforma operating results as if the
acquisition  had  taken  place  at the  beginning  of the  period  have not been
presented as there are no operations of the acquiree. The financial position and
results  of  operations  of  the  acquiree  are  included  in  the  consolidated
statements of the Company.

     24STORE was  incorporated on July 28, 1998 in England and Wales,  and was a
wholly owned  subsidiary of InfiniCom AB, a publicly  listed  company on the SBI
market in Sweden,  whose  principal  activity is that of a holding  company.  On
April 9, 1999,  24STORE  entered  into a Share  Purchase  Agreement,  whereby it
acquired  from its parent  company  several  companies  registered in Sweden and
Norway.  All of  the  Swedish  entities  either  entered  bankruptcy  or  ceased
operations soon after the transfer.  The Norwegian  entity,  as the only ongoing
concern,  has been treated as the  predecessor  company,  and  accordingly,  its
financial position and results of operations have been presented for the periods
preceding the reverse merger.

     On May 6, 1999,  24STORE acquired three companies  registered in the United
Kingdom, which companies were related through common ownership.

Reorganization:

     On April 9, 1999,  24STORE and its parent  company,  InfiniCom AB,  entered
into a share purchase  agreement,  whereby 24STORE  received all the outstanding
shares of several of InfiniCom's  subsidiaries,  in exchange for 9,999,980 newly
issued shares of 24STORE and a note payable of $2,368,000.  The  transaction was
treated  as a  reorganization,  with the  transfer  of  assets  and  liabilities
accounted  for at historical  cost,  after  adjustment to US generally  accepted
accounting  principles,  in a manner  similar to that in  pooling  of  interests
accounting,  in  accordance  with  APB 16  paragraph  5.  The  historical  costs
transferred  include  goodwill  of  approximately  $2,312,960,  which  had  been
recognized  upon the parent  company's  original  acquisition of the transferred
subsidiaries.  Included in this  transaction  24STORE  issued a note  payable to
InfiniCom for $1,581,000  for the costs  incurred in the  development of certain
software by one of the  transferred  subsidiaries.  These costs were expensed as
research and development during the year ended December 31, 1999.

Acquisitions:

     On May 6, 1999, 24STORE purchased all the issued ordinary shares of Lapland
UK, Mobile Planet and Cyberia ("UK Group") in a share  purchase  agreement  with
the  shareholders of the acquired  companies.  The three acquired  entities were
each  owned by the same two  shareholders,  unrelated  to  24STORE or its parent
company.  As a part of the  acquisition,  24STORE  received all the  outstanding
shares of stock of the three companies,  for  consideration of cash and notes of
approximately $3,420,000 and 700,000 shares of InfiniCom's outstanding shares.

     The  acquisition  has been  accounted  for  using  the  purchase  method of
accounting,  and accordingly,  the acquisition cost of approximately  $4,760,000
has been  allocated to the assets  acquired  and  liabilities  assumed  based on
estimates of their fair value. A total of approximately $3,616,000, representing
the excess of acquisition  costs over the fair value of the UK Group's  tangible
net assets, has been allocated to goodwill and is being amortized over 5 years.

RESULTS OF OPERATIONS

     The following table sets forth for the periods  indicated certain financial
data as a percentage of total net sales for the fiscal years ended  December 31,
1999,  1998,  1997 and  1996.  The  operating  results  in any  periods  are not
necessarily indicative of the results to be expected for any future period.

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,

                                                  1999            1998             1997              1996
                                                 ---------------------------------------------------------
<S>                                              <C>             <C>              <C>               <C>
Net sales                                        100.0%          100.0%           100.0%            100.0%
Cost of sales                                     87.6%           80.6%            79.6%             80.3%
  Gross profit                                    12.4%           19.4%            20.4%             19.7%
Operating expenses:
  Selling general and administrative              21.9%           17.0%            16.5%             19.4%
  Goodwill amortization                            3.8%
  Impairment loss on investments                   9.0%
    Total operating expenses                      34.7%           17.0%             3.9%             19.4%
                                                  --------------------------------------------------------
Net Income (Loss) from operations               (22.3)%            2.4%             3.9%              0.3%
Net Interest expense                               2.7%            0.0%             0.3%              0.4%
Loss before provision for income taxes          (25.0)%            2.4%             3.6%            (0.1)%
Provision for income taxes                         0.5%            0.3%             0.3%              0.0%
Net Income (Loss)                               (25.5)%            2.1%             2.6%            (0.1)%
</TABLE>

COMPARISON OF FISCAL YEARS ENDED DECEMBER 31, 1999, 1998, 1997 and 1996.

     NET SALES.  Net sales for the years ended December 31, 1999, 1998, 1997 and
1996 were as follows:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                                  -----------------------
                                              1999              1998             1997              1996
                                          ----------------------------------------------------------------
<S>                                       <C>                <C>              <C>               <C>
Net sales                                 $22,070,173        $5,543,410       $4,102,762        $3,158,982
% increase from                                298.1%             35.1%            29.9%
  the previous year
</TABLE>

     Net sales for the years ended December 31, 1999,  1998,  1997 and 1996 were
all derived from  operations  in Norway.  The increase in net sales for the year
ended December 31, 1999 is a result of the acquisition of the UK Group,  and the
inclusion of their operations in the consolidated  financial statements.  The UK
Group's net sales for the period from  acquisition to December 31, 1999 amounted
to approximately $16,086,000.

     GROSS  PROFIT.  Gross profit for the years ended  December 31, 1999,  1998,
1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                      -----------------------
                                                1999            1998              1997              1996
                                             -------------------------------------------------------------
<S>                                          <C>             <C>                <C>               <C>
Gross profit                                 $2,750,669      $1,061,596         $839,750          $621,320
% increase from                                  159.1%           26.4%            31.2%
  the previous year
Gross margin                                      12.4%           19.4%            20.4%             19.7%
</TABLE>

     Gross profit  consists of net sales less the cost of sales,  which consists
of the cost of  merchandise  sold to customers.  The Gross margins for the years
ended  December  31, 1998,  1997,  and 1996 were fairly  consistent,  with Gross
profits  increasing in line with the growth in Net sales. The reduction in Gross
margin for the year ended  December 31, 1999 reflects the lower gross margins of
the UK Group.
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

     Selling,  general and administrative  ("SG&A") expenses for the years ended
December 31, 1999, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                                 -----------------------
                                                1999             1998             1997              1996
                                             -------------------------------------------------------------
<S>                                          <C>               <C>              <C>               <C>
Selling, general and administrative          $4,826,875        $930,603         $676,868          $612,201
% increase from the previous year                418.7%           37.5%            10.6%
% of net sales                                    34.7%           17.0%            16.5%             19.4%
</TABLE>

     SG&A  expenses  for the year ended  December  31, 1997  increased  10.6% to
$676,868 from $612,201 in the year ended December 31, 1996. The increase in SG&A
for the 1997 fiscal year was  attributable to an overall increase in expenditure
generated  by the  higher  level of  sales.  SG&A  expenses  for the year  ended
December 31, 1998 increased 37.5% from the year before to $930,603. The increase
in SG&A for the 1998 fiscal year was  primarily  attributable  to an increase in
marketing expenses.  SG&A expenses for the year ended December 31,1999 increased
418.7% from the year  before to  $4,826,875.  The  increase in SG&A for the 1999
fiscal year was primarily  attributable to the inclusion of the SG&A expenses of
the  UK  Group,  the  legal  and  accounting  fees  and  costs  involved  in the
reorganization and reverse merger between the Company and 24STORE,  and Research
and Development  expenditure  related to the Company's web sites incurred in the
Company's Swedish subsidiaries.

GOODWILL AMORTIZATION.

     There was no  goodwill  amortization  for the years 1998,  1997,  and 1996.
Goodwill  amortization  for the year ended  December 31, 1999 was $839,087.  The
1999 goodwill  charge is  attributable to the acquisition of the UK Group. It is
likely that the Company's business will continue to expand through acquisitions,
which  would  cause  the  amortization  of  goodwill  and other  intangibles  to
increase.

IMPAIRMENT LOSS ON INVESTMENTS.

     The Impairment loss on investments for the year ended December 31, 1999 was
$2,006,074.  This charge  represents  a full  provision  against  the  Company's
investment in its Norwegian subsidiary 24STORE AS, which although still trading,
has suffered a substantial loss of capital.

     INTEREST EXPENSES.  Interest expenses, net of interest income for the years
ended December 31, 1999, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                                 -----------------------
                                                  1999            1998             1997              1996
                                               -----------------------------------------------------------
<S>                                            <C>              <C>              <C>               <C>

Interest income                                 $17,660         $10,660           $4,174            $3,047
% change from the previous year                   65.7%          155.3%            37.0%
Interest expenses                              $617,231         $11,899          $17,329           $15,127
% change from the previous year                 5087.7%         (31.4)%            14.6%
</TABLE>

     Interest income  represents  interest  received on cash deposits.  Interest
expenses include interest  payable on bank  overdrafts,  mortgages,  receivables
financing  arrangements,  and other loans. The increase in interest  expenses in
the year ended December 31, 1999 is primarily attributable to the acquisition of
the UK Group  which  has a bank loan and  operates  with  receivables  financing
arrangements,  and interest on loan notes due to related  parties as a result of
the  reorganization  and  acquisitions.  See  discussion  in "Item 13 -  Certain
Relationships and Related Transactions."

     INCOME TAXES.  Income taxes,  for the years ended December 31, 1999,  1998,
1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                                  -----------------------
                                                 1999            1998             1997              1996
                                               -----------------------------------------------------------
<S>                                            <C>              <C>              <C>               <C>
Income taxes                                   $105,080         $16,980          $41,936           $------
</TABLE>
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

January 1, 1996 to December 31, 1998

     Cash and cash  equivalents  at December 31, 1998 were $242,529  compared to
$142,278 as of December 31, 1997 and $248,473 as of December 31, 1996.

     Cash provided by operating  activities  was $84,513 in 1998 compared to net
cash used by operating  activities  of $106,195 in 1997 and net cash provided by
operating activities of $163,655 in 1996.

     As of December 31, 1998 the Company had working capital of $65,794 compared
to working capital of $110,708 as of December 31, 1997.

     Cash provided by investing  activities was $15,739 in 1998,  compared to no
cash provided by investing activities in 1997 and 1996.

     Previous to its  acquisition  of the UK Group in May 1999,  the Company did
not have any credit facilities, and was financed totally by operations, or loans
from its parent company. Also previous to the acquisitions which occurred in the
year ended  December  31,  1999  (discussed  below) the Company did not have any
major indebtedness to outside sources.

January 1, 1999 to December 31,1999

     As of  December  31,  1999 the  Company  had a working  capital  deficit of
$8,146,694.  Included  in  current  assets  were  Cash and cash  equivalents  of
$1,860,445,  and receivables,  net,  expected to be collected within one year of
$4,310,494.  During the year ended  December 31, 1999 cash provided by operating
activities  was  $1,704,258  and cash used by investing  activities was $86,622.
During this period,  a portion of the acquisition  costs were funded through the
issuance of common stock and Notes payable. Included in current liabilities,  as
of  December  31,  1999 were  short-term  notes  payable to  related  parties of
$7,174,297  that were  satisified by the issuance of common stock of the Company
on  March  31,  2000.  See  "Item  13  -  Certain   Relationships   And  Related
Transactions."

     In  its  United  Kingdom  operating  subsidiaries  the  Company  has  (1) a
revolving line of credit based on 70% of eligible receivables and (2) a ten year
mortgage expiring in 2008, secured by the underlying  property and (3) a $75,000
overdraft facility. The mortgage, the revolving line of credit and the overdraft
facility bear interest at the prime rate plus 2%.

     As of December 31, 2000 the Company had cash and accounts receivable due to
be collected within one year of $5,600,000, and indebtedness and related accrued
interest of $7,100,000, of which $7,100,000 matures in one year.

     The Company  believes its current  resources of cash and cash  equivalents,
accounts  receivable and available  credit line are anticipated to be sufficient
to meet cash needs for working capital and capital expenditures for at least the
next six  months.  If  available  cash and cash  generated  from  operations  is
insufficient to satisfy  liquidity  requirements,  selling  additional equity or
debt  securities may be required.  The sale of additional  equity or convertible
debt securities  could result in dilution to the Company's  stockholders.  There
can be no assurance that financing will be available in amounts or on acceptable
terms, if at all.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 1998, the United Stated Financial Accounting Standards Board (FASB)
issued  SFAS  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities",  effective  for fiscal years  beginning  after June 15,  1999.  The
Company anticipates that due to its limited use of derivative  instruments,  the
adoption  of SFAS  No.  133 will not have a  material  effect  on its  financial
statements.

     In December 1999, the Securities and Exchange Commission (the "Commission")
issued Staff  Accounting  Bulletin  No. 101,  Revenue  Recognition  in Financial
Statements,  which is to be applied  beginning with the fourth fiscal quarter of
fiscal years beginning after December 15, 1999, to provide  guidance  related to
recognizing  revenue  in  circumstances  in  which  no  specific   authoritative
literature  exists.  The  Company  is  reviewing  the  application  of the Staff
Accounting  Bulletin  to  the  Company's  financial  statements.   However,  any
potential  accounting changes are not expected to result in a material change in
the amount of revenues we ultimately expect to realize.

RISK FACTORS

     Some of the statements in "Item 7 - Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations,"  "Item  1 -  Business"  and
elsewhere in this report constitute forward-looking statements. These statements
involve known and unknown risks, uncertainties, and other factors that may cause
the Company's actual results, levels of activity,  performance,  or achievements
to be  materially  different  from  any  future  results,  levels  of  activity,
performance,  or  achievements  expressed  or  implied  by such  forward-looking
statements.  In some cases,  forward-looking  statements  can be  identified  by
terminology such as "may," "will,"  "should,"  "expect,"  "plan,"  "anticipate,"
"believe,"  "estimate,"  "predict," "potential" or "continue" or the negative of
such  terms  or  other  comparable   terminology.   These  statements  are  only
predictions.  Actual  events or results  may  differ  materially.  Although  the
Company  believes  that  the  expectations   reflected  in  the  forward-looking
statements are reasonable,  the Company cannot guarantee future results,  levels
of activity, performance or achievements.  Moreover, neither the Company nor any
other person assumes  responsibility  for the accuracy and  completeness of such
statements.  The  Company is under no duty to update any of the  forward-looking
statements  after the date of this report to conform such  statements  to actual
results.

     In  addition  to the  factors  discussed  elsewhere  in  this  report,  the
following  additional  factors may affect the Company's  future  operations  and
financial results.

COMPETITION FROM DIRECT SALES

     The Company may face increased  competition  from  manufacturers  that sell
products  directly over the Internet or by telephone,  such as Dell and Gateway.
Many of these companies have longer operating histories,  larger customer bases,
greater brand recognition and  significantly  greater  financial,  marketing and
other  resources.  There can be no  assurance  that the Company  will be able to
compete  effectively  against such companies and that the purchasing patterns of
the Company's customers will not increasingly shift to the direct sales channels
of distribution.  Such increased  competition and changes in purchasing patterns
may adversely affect the Company's future operations and financial results.

PROTECTION OF THE COMPANY'S DOMAIN NAMES

     The Company  currently holds various domain names  commencing with the "24"
prefix.  The  acquisition and maintenance of domain names generally is regulated
by Internet  regulatory  bodies.  The  regulation  of domain names in the United
States,  the  United  Kingdom  and in other  countries  is  subject  to  change.
Governing bodies may establish additional top-level domains,  appoint additional
domain name registrars or modify the requirements for holding domain names. As a
result,  the Company may be unable to acquire or maintain  relevant domain names
in all countries in which it conducts  business.  Furthermore,  the relationship
between  regulations  governing domain names and laws protecting  trademarks and
similar proprietary rights is unclear.  Therefore,  the Company may be unable to
prevent third parties from acquiring  domain names that are similar to, infringe
upon or  otherwise  decrease  the value of the  Company's  trademarks  and other
proprietary  rights.  The Company may not  successfully  carry out its  business
strategy  of  establishing  a strong  brand for the "24"  prefix if the  Company
cannot prevent others from using similar domain names or trademarks.  This could
impair the Company's ability to increase market share and revenues.

RAPID TECHNOLOGICAL CHANGE

     The  industry  in which the  Company  competes  is  characterized  by rapid
technological  change,  frequent  introductions  of new products  and  services,
changes in customer demands and evolving industry standards. The introduction or
announcement  of new  products  or services by the Company or one or more of its
competitors  embodying  new  technologies  or changes in industry  standards  or
customer  requirements  could render the Company's existing products or services
obsolete or unmarketable. Accordingly, the life cycles of the Company's products
are difficult to estimate.  The  Company's  future  results of  operations  will
depend,  in part,  upon its ability to enhance its  products and services and to
introduce  new products and services on a timely and  cost-effective  basis that
will keep pace with technological  developments and evolving industry standards,
as well  as  address  the  increasingly  sophisticated  needs  of the  Company's
customers.  Failure of the  Company to  introduce,  for  technological  or other
reasons,  new products and services in a timely and cost-effective  manner could
have a material adverse effect on the Company's business,  results of operations
and financial  condition.  Furthermore,  the introduction or announcement of new
product or service  offerings or  enhancements  by the Company or the  Company's
competitors  may cause  customers to defer or forgo  purchases of the  Company's
products  or  services,  which  could  have a  material  adverse  effect  on the
Company's business, results of operations and financial condition.

SYSTEM INTERRUPTION AND SECURITY RISKS

     The Company's operations are dependent,  in part, on its ability to protect
its  systems  from  interruption  by damage from fire,  earthquake,  power loss,
telecommunication  failure,  unauthorized  entry  or  other  events  beyond  the
Company's control.  The Company's  computer  equipment  constituting its central
computer systems,  including its processing operations, are currently located in
Basingstoke,  United  Kingdom  and Oslo,  Norway.  The Company  conducts  system
backups  daily,  which are taken off site each evening.  The Company's  computer
programs  are  password  protected  and  firewalls,   anti-virus   software  and
uninterruptable power supplies are in place. However,  there can be no assurance
that damage to or failure of any of the Company's  central computer systems will
not take place.  Any such damage or failure  that  causes  interruptions  in the
Company's  operations  could have a  material  adverse  effect on the  Company's
business,  results of operations and financial  condition.  Persistent  problems
continue to affect  public and private data  networks.  Computer  break-ins  and
other  disruptions  may  jeopardize  the security of  information  stored in and
transmitted  through  the  computer  systems  of the  Company  and  the  parties
utilizing the Company's services,  which may result in significant  liability to
the  Company and also may deter  potential  customers  from using the  Company's
services. In addition,  while the Company attempts to be careful with respect to
the  employees  it hires and  maintain  controls  through  software  design  and
security systems to prevent  unauthorized  employee access, it is possible that,
despite such safeguards,  an employee of the Company could obtain access,  which
would also  expose  the  Company to a risk of loss or  litigation  and  possible
liability to customers or other users. There can be no guarantee that the growth
of the  Company's  customer  base will not strain or exceed the  capacity of its
computer and telecommunications  systems and lead to degradations in performance
or system failure. Any damage, failure or delay that causes interruptions in the
Company's  operations  could have a  material  adverse  effect on the  Company's
business, results of operations and financial condition.

LIMITED OPERATING HISTORY

     The Company has a limited  operating history on which to base an evaluation
of its business and  prospects.  Accordingly,  the Company's  prospects  must be
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered by early stage companies in new and rapidly evolving markets such as
computer and electronic  products and online commerce.  Because of the Company's
limited  operating  history,  it is difficult to assess whether the Company will
succeed at executing on its business  strategy,  managing growth, and addressing
the market risks that it faces in a rapidly developing market.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

     The Company may need to raise  additional funds in order to fund more rapid
expansion,  to develop  new or enhanced  products  and  services,  to respond to
competitive pressures or to acquire complimentary businesses or technologies. If
additional  funds are raised  through  the  issuance of equity  securities,  the
percentage  ownership  of the  shareholders  of the  Company  will  be  reduced,
shareholders may experience  additional dilution,  or such equity securities may
have rights,  preferences  or  privileges  senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing will
be  available  when  needed on terms  favorable  to the  Company  or at all.  If
adequate funds are not available or are not available on acceptable  terms,  the
Company  may be unable to develop or enhance its  products  and  services,  take
advantage of future  opportunities  or respond to competitive  pressures,  which
could have a  material  adverse  effect on the  Company's  business,  results of
operations and financial condition.

CONTROL BY EXISTING SHAREHOLDER

     InfiniCom AB beneficially owns  approximately 79% of the outstanding shares
of the Company's  Common Stock. As a result,  this  stockholder  will be able to
exercise  control over matters  requiring  shareholder  approval,  including the
election of directors, and the approval of mergers,  consolidations and sales of
all or  substantially  all of the  assets of the  Company.  This may  prevent or
discourage  tender  offers for the  Company's  Common Stock unless the terms are
approved by such shareholders.

VOLATILITY OF STOCK PRICE

     The trading price of the Company's  Common Stock has in the past and may in
the future be subject to significant fluctuations. In addition, the stock market
in general  has  experienced  extreme  price and volume  fluctuations  that have
affected the market price for many companies in industries similar to or related
to  that  of the  Company  and  which  have  been  unrelated  to  the  operating
performance of these companies.  These market  fluctuations may adversely affect
the market price of the Company's Common Stock.

RECENT SIGNIFICANT CHANGES TO BUSINESS

     The Company has experienced significant changes in its business,  including
changes resulting from recent acquisitions and other business combinations. Such
changes  have  placed and may  continue to place a  significant  strain upon the
Company's  management,  systems and resources.  The Company's ability to compete
effectively and to manage future changes will require the Company to continue to
improve its financial and management controls, reporting systems and procedures,
budgeting and forecasting  capabilities  on a timely basis and adequately  train
and manage its employee work force.  There can be no assurance that the Company,
or the  Company's  current  management,  will  be able to  manage  such  changes
successfully.  The  Company's  failure to do so could  have a  material  adverse
effect  upon  the  Company's  business,  results  of  operations  and  financial
condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     The Company does not hold any derivative  financial  instruments.  However,
the Company is exposed to interest  rate risk.  The  Company  believes  that the
market risk arising from holdings of its financial  instruments is not material.
However,  all of the Company's  operations are conducted  through its subsidiary
24STORE and  denominated in either British pounds  sterling or Norwegian  Krona,
and  none  of  the  Company's  revenues  are  generated  in  U.S.  dollars.  For
consolidation  purposes,  the assets and liabilities of 24STORE are converted to
U.S.  dollars  using  year-end  exchange  rates and  results of  operations  are
converted  using a monthly  average  rate during the year.  Fluctuations  in the
currency rates between the United Kingdom, Norway and the United States may give
rise to material variances in reported earnings of the Company.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                                   SCOOP, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

                                    CONTENTS
                                                                          Page
Independent Auditors' Report                                          F-1

Financial Statements:
  Consolidated Balance Sheets                                         F-2
  Consolidated Statements of Income (Operations)                      F-3
  Consolidated Statement of Shareholders' Equity (Deficit)            F-4
  Consolidated Statements of Cash Flows                               F-5
  Notes to Consolidated Financial Statements                          F-6 - F-14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Scoop, Inc.
Los Angeles, California

We have audited the accompanying  consolidated balance sheets of Scoop, Inc. and
subsidiary  at December  31,  1999,  1998 and 1997 and the related  consolidated
statements of income (operations), shareholders' equity (deficit) and cash flows
for the four years in the period ended  December 31,  1999.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Scoop,  Inc. and
subsidiary at December 31, 1999, 1998 and 1997 and the results of its operations
and cash flows for each of the four years in the period ended December 31, 1999,
in conformity with United States generally accepted accounting principles.

/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
December 22, 2000 (except for Note 3,
  which is as of January 9, 2001)


                                      F-1
<PAGE>

                                                           SCOOP, INC.

                                                    CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                 ASSETS                              December 31,        December 31,        December 31,
                                                                         1999                1998                1997
<S>                                                                  <C>                <C>                <C>
Current assets:
  Cash and cash equivalents                                          $     1,860,445    $        242,529   $       142,278
  Accounts receivable, less allowance for doubtful
    accounts of $155,994 at December 31, 1999                              4,310,494             614,799           492,088
  Inventories                                                                942,098              82,667           107,808
                                                                     ---------------    ----------------   ---------------

          Total current assets                                             7,113,037             939,995           742,174

Loan receivable, related party                                                63,364              62,199                 -

Property and equipment, net of
  accumulated depreciation                                                 1,619,223              10,746             6,787

Goodwill, net of accumulated amortization                                  3,146,551                   -                 -
                                                                     ---------------    ----------------    --------------

                                                                     $    11,942,175    $      1,012,940   $       748,961
                                                                     ===============    ================   ===============


                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                              $     5,867,173    $        788,744   $       631,466
  Due to Lombard Natwest                                                   2,042,893                   -                 -
  Income taxes payable                                                        71,770                   -                 -
  Short-term notes payable, related parties                                7,174,297                   -                 -
  Group contribution payable, related party                                        -              85,457                 -
  Current maturities of notes payable, bank                                  103,598                   -                 -
                                                                     ---------------    ----------------    --------------

          Total current liabilities                                       15,259,731             874,201           631,466
                                                                     ---------------    ----------------   ---------------

Long-term note payable, related party                                      1,927,805                   -                 -
                                                                     ---------------    ----------------    --------------

Note payable, bank, less current maturities                                  333,715                   -                 -
                                                                     ---------------    ----------------    --------------

Shareholders' equity:
  Preferred stock $.001 par value; 5,000,000 shares
    authorized; no shares issued or outstanding.                                   -                   -                 -
  Common stock, $.001 par value; 100,000,000 shares
    authorized; 66,795,458, 60,783,219 and 60,783,219,
    shares issued and outstanding, respectively                                7,390               7,390             7,390
  Other comprehensive loss                                                  (191,794)            (99,997)           (8,467)
  Retained earnings (accumulated deficit)                                 (5,394,672)            231,346           118,572
                                                                     ---------------    ----------------   ---------------

     Total shareholders' equity (deficit)                                 (5,579,076)            138,739           117,495
                                                                     ---------------    ----------------   ---------------

                                                                     $11,942,175        $      1,012,940   $       748,961
                                                                     ===============    ================   ===============

                   See accompanying independent auditors' report and notes to consolidated financial statements.

                                                                      F-2
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                            SCOOP, INC.

                                          CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS)

                                                                                Years ended December 31,
                                                      ------------------------------------------------------------------------------
                                                              1999             1998               1997                1996
<S>                                                   <C>                <C>                <C>               <C>
Revenue                                               $    22,070,173    $   5,453,410      $   4,102,762     $     3,158,982

Cost of Revenue                                            19,319,504        4,391,814          3,263,012           2,537,662
                                                      ---------------    -------------      -------------     ---------------

Gross profit                                                2,750,669        1,061,596            839,750             621,320
                                                      ---------------    -------------      -------------     ---------------

Operating expenses:
  Selling, general and administrative expenses              4,826,875          930,603            676,868             612,201
  Goodwill amortization                                       839,087                -                  -                   -
  Impairment loss on investments                            2,006,074                -                  -                   -
                                                      ---------------    -------------      -------------      ---------------
                                                            7,672,036          930,603            676,868              612,201
                                                      ---------------    -------------      -------------      ---------------

Income (loss) from operations                              (4,921,367)         130,993            162,882                9,119
                                                      ---------------    -------------      -------------      ---------------

Interest income                                               (17,660)         (10,660)            (4,174)             (3,047)
Interest expense                                              617,231           11,899             17,329              15,126
                                                      ---------------    -------------      -------------      --------------
                                                              599,571            1,239             13,155              12,079

Income (loss) before income taxes                          (5,520,938)         129,754            149,727              (2,960)

Income taxes, principally current                             105,080           16,980             41,936                   -
                                                      ---------------    -------------      -------------      --------------

Net income (loss)                                     $    (5,626,018)   $     112,774      $     107,791      $       (2,960)
                                                      ===============    =============      =============      ==============

Net loss per share - basic and diluted                          (0.09)            0.00               0.00      $        (0.00)
                                                      ================   =============      =============      ===============

Weighted average number of shares outstanding -
 basic and diluted                                         64,703,528       60,783,219         60,783,219           60,783,219
                                                      ===============    =============      =============      ===============

                   See accompanying independent auditors' report and notes to consolidated financial statements.

                                                                 F-3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                            SCOOP, INC.

                                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                                                   Retained
                                                                                  Other            earnings/             Total
                                                       Common stock           comprehensive       accumulated        shareholders'
                                               Shares              Amount     income/(loss)        (deficit)       equity/ (deficit)
<S>                                          <C>                   <C>          <C>               <C>                <C>
Balance at December 31, 1995, as
  previously presented, restated
  for effect of reverse merger with
  24STORE.com, LTD. (see Note 1)             60,783,219            $7,390       $   1,492         $     13,741       $    22,623

Foreign currency translation                                                         (202)                                  (202)
Net loss for the year ended
  December 31, 1996                                                                                     (2,960)           (2,960)
                                             ----------            ------       ---------         ------------       -----------

Balance at December 31, 1996                 60,783,219            7,390            1,290               10,781            19,461

Foreign currency translation                                                       (9,757)                                (9,757)
Net income for the year ended
  December 31, 1997                                                                                    107,791           107,791
                                             ----------            ------       ---------         ------------       -----------

Balance at December 31, 1997                 60,783,219             7,390          (8,467)             118,572           117,495

Foreign currency translation                                                                          (91,530)           (91,530)

Net income for the year ended
  December 31, 1998                                                                                    112,774           112,774
                                             ----------            ------       ---------         ------------       -----------

Balance at December 31, 1998                 60,783,219             7,390         (99,997)             231,346           138,739

Shares issued in connection with
  acquisition of 24STORE.com, LTD.            6,012,238

Foreign currency translation                                                      (91,797)                               (91,797)

Net loss for the year ended
  December 31, 1999                                                                                 (5,626,018)       (5,626,018)
                                             ----------            ------       ---------         ------------       -----------

Balance at December 31, 1999                 66,795,457            $7,390       $(191,794)      $  (5,394,672)       $(5,579,076)
                                             ==========            ======       =========       =============        ===========

                  See accompanying independent auditors' report and notes to consolidated financial statements.

                                                                F-4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                            SCOOP, INC.

                                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                         INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                                                                Years ended December 31,
                                                                                 ---------------------------------------------------
                                                                                    1999           1998       1997         1996
<S>                                                                              <C>             <C>         <C>         <C>
Cash flows provided by (used for) operating activities:
  Net income (loss)                                                              (5,626,018)     112,774     107,791     (2,960)
  Adjustments to reconcile net income (loss) to net cash
      Depreciation                                                                  127,751        3,961       3,961      4,211
      Amortization of goodwill                                                      839,087            -           -          -
      Impairment loss on investments                                              2,006,074            -           -          -
      Expense incurred in exchange for note payable                               1,581,000            -           -          -
      Foreign currency translation                                                  (67,964      (94,100)    (29,088)    (1,720)
      Provision for bad debts                                                       155,994            -           -          -

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts receivable                                                        (3,828,292)    (142,537)   (131,866)  (100,979)
      Inventories                                                                  (859,431)      21,698       5,233     27,297

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts payable and accrued expenses                                       7,321,258      204,153    (104,162)   245,280
      Income taxes payable                                                           55,079      (21,436)     41,936     (7,474)
                                                                                  ---------      -------     -------    -------

          Net cash provided by (used for) operating activities                    1,704,538       84,513    (106,195)   163,655
                                                                                  ---------      -------    --------    -------

Cash flows provided by (used for) investing activities:
  Acquisition of property and equipment                                                   -      (7,922)           -          -
  Due to/from related parties                                                        (1,165)    (63,275)           -          -
  Group distributions                                                               (85,457)     86,936            -          -
                                                                                  ---------     -------     --------    -------

          Net cash provided by (used for) investing activities                      (86,622)     15,739            -          -
                                                                                  ---------     -------     --------    -------

Net increase (decrease) in cash                                                   1,617,916     100,251     (106,195)   163,655
Cash, beginning of year                                                             242,529     142,278      248,473     84,819
                                                                                  ---------     -------     --------    -------

Cash, end of year                                                                 1,860,445     242,529      142,278    248,474
                                                                                  =========     =======     ========    =======


Supplemental disclosure of cash flow information:
  Interest paid                                                                     178,694       9,971       16,352     15,061
                                                                                  =========     =======       ======     ======
  Income taxes paid                                                                 187,203      16,718       39,890          -
                                                                                  =========     =======       ======     ======

Supplemental disclosure of non-cash investing and financing activities:
  Issuance of common stock in connection of acquisitions                          2,760,070           -            -          -
                                                                                  =========     =======       ======     ======
  Issuance of notes payable in connection with acquisitions                       9,102,102           -            -          -
                                                                                  =========     =======       ======     ======

                   See accompanying independent auditors' report and notes to consolidated financial statements.

                                                               F-5
</TABLE>
<PAGE>

                                   SCOOP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(1)  Description of Business:

     General:

          Scoop,  Inc.  ("Scoop" or the "Company") was  incorporated in 1996, in
          the state of Delaware,  as an online news provider.  In July 1998, the
          Company  filed a petition for relief  under  Chapter 11 of the federal
          bankruptcy laws in the United States  Bankruptcy Court for the Central
          District of California. In September 1999, the Company filed a Plan of
          Reorganization  ("Plan")  with  the  Bankruptcy  Court.  The  Plan was
          confirmed on October 5, 1999 (Note 3). Pursuant to the Plan, Scoop was
          acquired in a reverse merger with 24STORE.com, LTD ("24STORE"),  whose
          parent company  acquired 91% of the  outstanding  shares of Scoop,  or
          60,783,219 of newly issued shares, in exchange for all the outstanding
          shares of  24STORE.  Since the  shareholders  of  24STORE  became  the
          controlling  shareholders  of Scoop  after the  exchange,  24STORE  is
          treated as the acquirer  for  accounting  purposes.  No value has been
          assigned to the assets and liabilities of the acquired company,  as it
          is emerging from a formal bankruptcy plan (Note 3). Proforma operating
          results as if the  acquisition had taken place at the beginning of the
          period  have not been  presented  as there  are no  operations  of the
          acquiree.  The  financial  position and results of  operations  of the
          acquiree are included in the consolidated statements of the Company.

          24STORE was incorporated July 28, 1998 in England and Wales, and was a
          wholly owned  subsidiary of InfiniCom AB, a publicly listed company on
          the SBI  market  in  Sweden,  whose  principal  activity  is that of a
          holding  company.  On  April  9,  1999  24STORE  entered  into a Share
          Purchase  Agreement,  whereby they acquired from their parent  company
          several companies registered in Sweden and Norway (Note 4). All of the
          Swedish entities either entered  bankruptcy or ceased  operations soon
          after transfer. The Norwegian entity, as the only ongoing concern, has
          been  treated  as the  predecessor,  and  accordingly,  its  financial
          position and results of operations have been presented for the periods
          preceding the reverse merger.

          On May 6, 1999,  24STORE  acquired three  companies  registered in the
          United Kingdom, related through common ownership (Note 5).

          All of the  consolidated  entities  are in the business of selling and
          distributing consumer and commercial electronic products in Europe.


(2)  Summary of Significant Accounting Policies:

     Principles of Consolidation:

          The  accompanying  consolidated  statements  include  the  accounts of
          Scoop, Inc. and subsidiary.  All significant intercompany transactions
          and accounts have been eliminated.

          The  financial  statements  of the entities  owned  outside the United
          States  are  generally  measured  using  the  local  currency  as  the
          functional   currency.   Accordingly,   assets  and   liabilities  are
          translated at year-end  exchange rates and operating  statement  items
          are translated at average exchange rates  prevailing  during the year.
          The   resulting   translation   adjustments   are  recorded  as  other
          comprehensive  income.  Exchange  adjustments  resulting  from foreign
          currency  transactions are included in the determination of net income
          (loss).

See accompanying independent auditors' report.

                                      F-6
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(2)  Summary of Significant Accounting Policies, Continued:

     Estimates Used in the Preparation of Consolidated Financial Statements:

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect the amounts  reported in the  financial
          statements  and the  accompanying  notes.  Actual results could differ
          from those estimates.

     Revenue Recognition:

          The Company recognizes revenue upon the delivery of its product.

     Cash and Cash Equivalents:

          The Company considers all highly liquid investments with a maturity of
          three  months  or less when  purchased,  which  are not  securing  any
          corporate obligations, to be cash equivalents.

     Fixed Assets:

          Building,  computers,  software, furniture and equipment are valued at
          cost and depreciated using the straight-line method over the estimated
          useful lives of the assets as follows:

               Description                                 Useful life

               Building                                      50 years
               Furniture and equipment                        5 years
               Computers                                    3-4 years
               Software                                     3-4 years

     Goodwill:

          In  connection  with various  acquisitions  (Notes 1 and 5) which were
          accounted  for under the purchase  method of  accounting,  the Company
          recorded   goodwill.   The  goodwill  is  being  amortized  using  the
          straight-line  method over the  estimated  useful lives of five years.
          The  Company  will  continually  evaluate  the  existence  of goodwill
          impairment in accordance with the provisions of SFAS 121,  "Accounting
          for the Impairment of Long-Lived  Assets and  Long-Lived  Assets to be
          disposed of."

     Inventory:

          Inventory  is stated  at the  lower of cost or  market  using the FIFO
          (first-in, first-out) cost method.

See accompanying independent accountant's review report.

                                      F-7
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(2)  Summary of Significant Accounting Policies, Continued:

     Income Taxes:

          Deferred tax assets and liabilities are recognized with respect to the
          tax consequences attributable to the differences between the financial
          statement  carrying  values and tax basis of assets  and  liabilities.
          Deferred tax assets and  liabilities  are measured  using  enacted tax
          rates  expected to apply to taxable income in the years in which these
          temporary  differences  are  expected  to  be  recovered  or  settled.
          Further, the effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

     Financial Instruments:

          The  estimated  fair  values of cash,  accounts  receivable,  accounts
          payable,  and  accrued  expenses,  none of which are held for  trading
          purposes,  approximate  their carrying value because of the short term
          maturity  of  these  instruments  or the  stated  interest  rates  are
          indicative of market interest rates.

     Advertising Costs:

          Advertising  costs are  expensed  as  incurred.  For the  years  ended
          December 31, 1999, 1998, 1997 and 1996,  advertising expenses amounted
          to   approximately   $355,000,   $172,000,   $147,000  and   $172,000,
          respectively.

     Basic and Diluted Earnings (Loss) Per Share:

          Basic  earnings  (loss) per share are  determined  by dividing the net
          earnings  or (loss) by the  weighted  average  shares of Common  Stock
          outstanding  during the period.  Diluted  earnings or (loss) per share
          are  determined by dividing the net earnings or (loss) by the weighted
          average shares of Common Stock  outstanding  plus the dilutive effects
          of stock options,  warrants, and other convertible  securities.  Basic
          and diluted earnings (loss) per share are the same for the years ended
          December 31, 1999,  1998, 1997 and 1996 because there were no dilutive
          securities outstanding during those periods.

     Segment:

          Based on the Company's  integration  and  management  strategies,  the
          Company  operates in a single  business  segment.  For the years ended
          December 31, 1999, 1998, 1997 and 1996, all revenues have been derived
          from European operations.

     Statement of Cash Flows:

          In accordance with Statement of Financial Accounting Standards No. 95,
          "Statement  of Cash Flows," cash flows from the  Company's  operations
          are calculated based upon the local currencies.  As a result,  amounts
          related to assets and  liabilities  reported on the  statement of cash
          flows will not  necessarily  agree with  changes in the  corresponding
          balances on the balance sheet.

See accompanying independent auditors' report.

                                      F-8
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(2)  Summary of Significant Accounting Policies, Continued:

     Recent Accounting Pronouncements:

          In June 1998, the United Stated Financial  Accounting  Standards Board
          (FASB) issued SFAS No. 133, "Accounting for Derivative Instruments and
          Hedging  Activities",  effective for fiscal years beginning after June
          15,  1999.  The  Company  anticipates  that due to its  limited use of
          derivative  instruments,  the adoption of SFAS No. 133 will not have a
          material effect on its financial statements.

          In  December  1999,  the  Securities  and  Exchange   Commission  (the
          "Commission")  issued  Staff  Accounting  Bulletin  No.  101,  Revenue
          Recognition in Financial Statements,  which is to be applied beginning
          with the  fourth  fiscal  quarter  of  fiscal  years  beginning  after
          December 15, 1999, to provide guidance related to recognizing  revenue
          in circumstances in which no specific authoritative literature exists.
          The  Company is  reviewing  the  application  of the Staff  Accounting
          Bulletin to the Company's financial statements. However, any potential
          accounting  changes are not expected to result in a material change in
          the amount of revenues we ultimately expect to realize.

(3)  Bankruptcy of Scoop:

     Plan of Reorganization

     On  September  30, 2000,  an order  confirming  the Second  Amended Plan of
     Reorganization (the "Plan"), filed with the United States Bankruptcy Court,
     Central District of California, for Scoop (legally surviving parent company
     which was treated as  acquiree  for  accounting  purposes - see Note 1) was
     entered.  The Plan became effective  October 5, 2000.  Pursuant to the Plan
     all assets were sold,  resulting in net cash  available for allowed  claims
     and post petition liabilities for the pre-petition estate of Scoop (Debtor)
     of  approximately  $1,487,000.  This  amount  has been  transferred  to the
     disbursing agent assigned by the Court. As of December 31, 1999 the balance
     of restricted cash is approximately $739,000, reflecting payments described
     below.  Liabilities  subject to  compromise  as of December 31,  1999,  are
     approximately $755,000.  These amounts are not included in the consolidated
     financial  position of the  Company as of  December  31, 1999 as all assets
     were liquidated in satisfaction of the liabilities of Debtor.  Creditors of
     Debtor  have  no  claim  against   post-bankruptcy  Scoop  and  conversely,
     post-bankruptcy Scoop has no rights over the assets of Debtor.

     The Plan provided for the following:

     o    Administrative  Expenses - Legal fees and court  costs are  payable in
          cash on the Effective  Date or the fifth  business day after the order
          allowing  such  administrative  expense  becomes a Final Order.  As of
          December 31, 1999,  approximately  $394,000 was paid by the disbursing
          agent  for  administrative  expenses.   Additional  payments  totaling
          approximately $129,000 have been paid subsequent to December 31, 1999.

     o    Priority  Unsecured Claims - Priority  unsecured claims are payable in
          cash on the Effective  Date or the fifth  business day after the order
          allowing  such claim  becomes a Final Order.  As of December 31, 1999,
          approximately  $44,000 was paid by the disbursing agent to the holders
          of priority unsecured claims.

See accompanying independent auditors' report.

                                      F-9
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(3)  Bankruptcy of Scoop, Continued:

     o    General  Unsecured  Claims - General  unsecured  claims are payable in
          cash on the pro rata share of the funds available in the Plan Fund, up
          to 100% of the amount of its allowed general  unsecured  claim,  after
          distributions have been made to, or appropriate  reserves  established
          in the disputed  priority  claims reserve for, the holders of priority
          claims.   As  of  December  31,  1999,  an  initial   distribution  of
          approximately  $310,000 or 30% of the total general  unsecured  claims
          was paid by the disbursing  agent to the holders of general  unsecured
          claims with a balance due of  approximately  $755,000,  resulting in a
          gain on extinguishment of debt of approximately $1,022,000.

(4)  Reorganization:

     On April 9, 1999 24STORE and its parent company, InfiniCom,  entered into a
     share purchase  agreement,  whereby  24STORE  received all the  outstanding
     shares of several of  InfiniCom's  subsidiaries,  in exchange for 9,999,980
     newly  issued  shares of  24STORE  and a note  payable of  $2,368,000.  The
     transaction  was treated as a  reorganization,  with the transfer of assets
     and liabilities  accounted for at historical cost, after adjustment to U.S.
     generally accepted  accounting  principles,  in a manner similar to that in
     pooling of interests accounting, in accordance with APB 16 paragraph 5. The
     historical costs transferred include goodwill of approximately  $2,312,960,
     which had been recognized upon the parent company's original acquisition of
     the transferred subsidiaries.

     Included in this transaction 24STORE issued a note payable to the InfiniCom
     for  $1,581,000  for the  costs  incurred  in the  development  of  certain
     software by one of the transferred subsidiaries.  These costs were expensed
     as research and development during the year ended December 31, 1999.

(5)  Acquisitions:

     On May 6, 1999, 24STORE purchased all the issued ordinary shares of Lapland
     UK,  Mobile Planet and Cyberia ("UK Group") in a share  purchase  agreement
     with the shareholders of the acquired company.  The three acquired entities
     were each owned by the same two  shareholders,  unrelated to 24STORE or its
     parent company.  24STORE  received all the outstanding  shares of the three
     companies,  for consideration of cash and notes of approximately $3,420,000
     and 700,000 shares of InfiniCom's outstanding shares (see Note 10).

     The  acquisition  has been  accounted  for  using  the  purchase  method of
     accounting,   and  accordingly,   the  acquisition  cost  of  approximately
     $4,760,000  has been  allocated  to the  assets  acquired  and  liabilities
     assumed  based on estimates of their fair value.  A total of  approximately
     $3,616,000,  representing  the  excess of  acquisition  costs over the fair
     value of the UK Group's tangible net assets, has been allocated to goodwill
     and is being amortized over 5 years. The Company will continually  evaluate
     the  existence,  if any,  of goodwill  impairment  in  accordance  with the
     provisions of SFAS No. 121,  "Accounting  for the  Impairment of Long-Lived
     Assets and Long-Lived  Assets to be Disposed Of." Accumulated  amortization
     on all goodwill was $839,087 at December 31, 1999.

See accompanying independent auditors' report.

                                      F-10
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(5)  Acquisitions, Continued:

     The Company's  consolidated  results of operations have incorporated the UK
     Group's activity from the effective date of the acquisition.  The following
     unaudited  pro  forma  information  has been  prepared  assuming  that this
     acquisition  had taken place at the  beginning of the  respective  periods.
     This pro forma  information  does not  purport to be  indicative  of future
     results or what would have  occurred  had the  acquisition  been made as of
     those dates.

     Acquisition Pro Forma - UK Group

     (in Thousands,  except per share amounts - unaudited)

                                                      Year ended     Year ended
                                                     December 31,   December 31,
                                                        1998           1997
                                                        ----           ----

          Revenue                                     $30,590        $28,215

          Operating income                             (7,887)           463

          Net income (loss)                            (8,662)            85

          Basic and diluted earnings per share
          Net income (loss) per share                   (0.13)          0.00

(6)  Property and Equipment:

     Property and equipment consist of the following:

                                      December 31,   December 31,   December 31,
                                         1999           1998           1997

     Land and building                 $1,356,063     $     -        $    -
     Computer equipment                   216,505      10,746         6,787
     Vehicles                             108,755           -             -
     Office furniture and equipment       151,613           -             -
                                       ----------     -------        ------
                                        1,832,936      10,746         6,787
    Less accumulated depreciation         213,713           -             -
                                       ----------     -------        ------
                                       $1,619,223     $10,746        $6,787
                                       ==========     =======        ======

(7)  Major vendor:

     Included  in accounts  payable is  approximately  $1,159,000  owed to three
     suppliers at December 31, 1999.  Purchases from these suppliers during 1999
     totaled approximately $13,432,000.

See accompanying independent auditors' report.

                                      F-11
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(8)  Due To Lombard Natwest:

     Two of the  Company's  subsidiaries  in the United  Kingdom uses a discount
     financing   company,   Lombard  Natwest  Limited   "Lombard",   for  credit
     administration  and cash flow purposes.  The Company can draw advances from
     Lombard  based  on a  pre-determined  percentage  of  accounts  receivable.
     Advances on  receivables  in excess of credit limits  established  for each
     account are subject to recourse in the event of nonpayment by the customer.

     Lombard holds as security security interests in all receivables,  inventory
     proceeds,  returned  merchandise,  and general  intangibles  as well as the
     personal guarantees of the officer-stockholders limited to anti-fraud.

     A summary of the balances for the various years is as follows:

                                                        Year ended
                                                       December 31,
                                                           1999

     Due to Lombard from Mobile Planet               $        978,897
     Due to Lombard from Lapland                            1,063,996
                                                     ----------------

               Net due to Lombard                    $      2,042,893
                                                     ================

(9)  Short-Term Notes Payable, Related Parties:

         A summary is as follows:

         Notes payable, officers (Note 5)                      $      2,817,500
         Note payable, InfiniCom (Note 4)                             2,368,000
         Purchase of software from parent company (Note 4)            1,581,000
         Accrued interest on current notes                              210,500
         Accrued interest on long term notes (Note 10)                  147,297
         Other notes                                                     50,000
                                                               ----------------
                                                               $      7,174,297

     All notes  accrue  interest at 2% above base rate of  National  Westminster
     Bank, in the United Kingdom.

     The notes payable, officers,  including all accrued interest, were paid off
     in March 2000,  in cash of  approximately  $1,127,000  and the remainder in
     shares of the Company (unaudited).


(10) Note Payable, Related Party:

     Long-term  note  payable,  related  party,  in the  amount of $  1,927,805,
     represent amounts owing to InfiniCom,  for the value of InfiniCom's  shares
     given as consideration in relation to the acquisition of the UK Group (Note
     5). The note accrues interest at 2% above base rate of National Westminster
     Bank.  At December 31, 1999 the accrued  interest is included in short-term
     notes payable, related party (Note 9).

See accompanying independent auditors' report.

                                      F-12
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(11) Note Payable, Bank:

     One of the Company's  subsidiaries in the United Kingdom has a note payable
     to its bank.  The note is due November 14, 2007 and accrues  interest at 2%
     above the bank's  current base rate.  The note is secured by the underlying
     building  and the cross  guarantee of two other  subsidiaries.  Interest is
     accrued on a quarterly basis and is due at the end of the loan.

     A summary of the note payable is as follows:

                                                            December 31,
                                                                1999

          Principal                                         $   437,313
          Less current maturities                               103,598
                                                            -----------
                                                            $   333,715

     The following summarizes the aggregate maturities of the note payable:

          Year ended December 31,
              2000                                        $         103,598
              2001                                                  102,796
              2002                                                  102,796
              2003                                                  102,796
              2004                                                   25,327
                                                          -----------------
                                                          $         437,313

(12) Income Taxes:

     The Company  accounts for income taxes under the provisions of Statement of
     Financial  Accounting  Standards No. 109,  "Accounting  for Income  Taxes",
     under  which the  liability  method is used to  calculate  deferred  income
     taxes.  Under  this  method,   deferred  tax  assets  and  liabilities  are
     determined based on the differences  between financial reporting and income
     tax basis of assets and  liabilities  and are  measured  using  enacted tax
     rates and laws that will be in effect when the  differences are expected to
     reverse. Deferred tax assets and liabilities are immaterial at December 31,
     1998 and 1997. As of December 31, 1999,  any deferred tax asset  recordable
     for the net operating loss carryforward is completely offset by a valuation
     allowance.

     The Company does not file  consolidated  tax returns in the United Kingdom.
     Tax expense for the year ended December 31, 1999 relates to entities within
     the consolidated  group on which there is taxable income and tax expense is
     appropriate.

See accompanying independent auditors' report.

                                      F-13
<PAGE>

                                   SCOOP, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

(12) Income Taxes, Continued:

     The provision for income taxes differs from the amount computed by applying
     the U.S. statutory income tax rate as follows:

<TABLE>
<CAPTION>
                                                                     December 31,        December 31,        December 31,
                                                                         1999                1998                1997
                  <S>                                                     <C>                 <C>                 <C>
                  Provision at expected federal
                    statutory rate                                        (35)%               35%                 35%
                  Impairment loss for which no deduction
                    is allowable for UK income tax purposes                13                  -                   -
                  Loss for which no benefit is available                   24                  -                   -
                  Foreign federal and local taxes provided
                    on a separate return basis at rates lower
                    than statutory U.S. federal rate                        -                 (22)                 (7)
                                                                          -----               ----                 ---
                                                                             2%                13%                 28%
                                                                          =====               ====                 ===
</TABLE>

(13) Subsequent Events (Unaudited):

     On March 24, 2000, the Company,  InfiniCom,  24STORE,  and the two previous
     shareholders ("Officers") of the UK Group agreed to restructure the related
     party notes payable (Notes 9 and 10), along with certain other intercompany
     debt then outstanding between InfiniCom and 24STORE.

     The  Company  assumed  from  24STORE all of the  obligations  of 24STORE to
     InfiniCom arising out of the April 9, 1999  reorganization  and May 6, 1999
     acquisitions  (Notes  4 and  5)  and  certain  other  related  debt  ("Debt
     Obligations")  in  consideration  for which  24STORE  issued to the Company
     16,142,972  additional  shares of its capital  stock.  Secondly,  InfiniCom
     released  and  discharged  all  amounts  (including,   without  limitation,
     principal and interest) owing by the Company under the Debt  Obligations in
     consideration for which the Company issued to InfiniCom 7,819,217 shares of
     its common stock.

     In relation to the obligations  owing to the Officers under the May 6, 1999
     acquisitions,  the Company issued to each of the Officers  4,953,455 shares
     of the Company's  outstanding common stock and 24STORE paid to the Officers
     the sum of Pounds Sterling 851,506, or approximately $1,351,255, in cash in
     consideration  for  which  (i)  24STORE  issued  to the  Company  4,200,000
     additional  shares of its capital stock and (ii) the Officers  released and
     discharged the obligations of 24STORE pursuant to the note payable executed
     by 24STORE and InfiniCom dated 6 May 1999.

     Also as a part of the restructuring, InfiniCom subscribed for and purchased
     965,132   newly  issued  shares  of  common  stock  of  the  Company  at  a
     subscription  price of $1.938 per share and the Company  subscribed for and
     purchased   4,308,580   shares  of  the  capital  stock  of  24STORE  at  a
     subscription  price of Pounds  Sterling  0.25 per share,  equivalent  to an
     aggregate subscription price of $1,695,426.

See accompanying independent auditors' report.

                                      F-14
<PAGE>

                                  LAPLAND GROUP

                          COMBINED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED MARCH 31, 1999 AND
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

                                    CONTENTS

                                                                         Page

Independent Auditors' Report                                         F-16

Financial Statements:
  Combined Balance Sheets                                            F-17
  Combined Statements of Income                                      F-18
  Combined Statements of Stockholders' Equity                        F-19
  Combined Statements of Cash Flows                                  F-20
  Notes to Combined Financial Statements                             F-21 - F-25

                                      F-15
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Lapland Group
London, United Kingdom

We have audited the accompanying  combined balance sheets of Lapland Group as of
December  31, 1998 and 1997,  and the  related  combined  statements  of income,
stockholders'  equity and cash flows for the years then  ended.  These  combined
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the combined  financial  statements  referred to above  present
fairly,  in all material  respects,  the financial  position of Lapland Group at
December 31, 1998 and 1997, and the results of its operations and cash flows for
the years  ended  December  31,  1998 and 1997,  in  conformity  with  generally
accepted accounting principles.

/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
December 22, 2000

                                      F-16
<PAGE>

<TABLE>
<CAPTION>
                                                       LAPLAND GROUP

                                                  COMBINED BALANCE SHEETS

                                 ASSETS                                March 31,         December 31,        December 31,
                                                                         1999                1998                1997
                                                                         ----                ----                ----
                                                                      (unaudited)
<S>                                                                  <C>                <C>                <C>
Current assets:
  Cash and cash equivalents                                          $       510,151    $        960,281   $       423,187
  Accounts receivable, less allowance for doubtful
    accounts of $141,048, $143,960 and $119,586
    for March 31, 1999, December 31, 1998 and
    December 31, 1997, respectively                                        3,533,922           3,140,929         2,825,724
  Inventory                                                                  942,446           1,613,071           897,179
  Prepaid expenses and other assets                                                -              75,928             3,682
  Receivable from Lombard Natwest                                                  -                   -           448,423
                                                                      --------------     ---------------    ---------------

          Total current assets                                             4,986,519           5,790,209         4,598,195

Property and equipment, net of
  accumulated depreciation and amortization                                1,283,160           1,334,656           893,799
                                                                     ---------------    ----------------   ---------------

                                                                     $     6,269,679    $      7,124,865        $5,491,994
                                                                     ===============    ================   ===============


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                              $     3,069,203    $      3,710,496   $     4,391,282
  Income taxes payable                                                       140,639             115,069           115,878
  Due to Lombard Natwest                                                   1,666,094           1,904,989                 -
  Current maturities of loan payable, bank                                   103,598             108,491           104,896
                                                                     ---------------    ----------------   ---------------

          Total current liabilities                                        4,979,534           5,839,045         4,612,056
                                                                     ---------------    ----------------   ---------------

Loan payable, bank (Cyberia Limited), less
  current maturities                                                         489,692             531,383           481,933
                                                                     ---------------    ----------------   ---------------

Stockholders' equity:
  Common stock:
    Lapland,  $1.60 par value, 50,000 shares authorized,
    issued and outstanding
    Mobile,  $1.60 par value,  5,000 shares  authorized,
    issued and outstanding
    Cyberia, $1.60 par value, 2,000 shares authorized,
    issued and outstanding                                                   103,211             103,211           103,211
  Other comprehensive loss                                                   (47,272)            (25,432)          (29,055)
  Retained earnings                                                          744,514             676,658           323,849
                                                                     ---------------    ----------------   ---------------

          Total stockholders' equity                                         800,453             754,437           398,005
                                                                     ---------------    ----------------   ---------------

                                                                          $6,269,679    $      7,124,865   $     5,491,994
                                                                     ===============    ================   ===============

                 See accompanying independent auditors' report and notes to combined financial statements.

                                                               F-17
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                       LAPLAND GROUP

                                               COMBINED STATEMENTS OF INCOME

                                                                   Three months          Year ended           Year ended
                                                                       ended            December 31,         December 31,
                                                                  March 31, 1999            1998                 1997
                                                                    (unaudited)
<S>                                                              <C>                  <C>                 <C>
Revenue                                                          $      6,595,086     $    22,761,758     $    22,121,513

Cost of revenue                                                         5,870,749          19,500,367          19,506,200
                                                                 ----------------     ---------------     ---------------

Gross profit                                                              724,337           3,261,391           2,615,313

Distribution costs                                                        103,896             487,610             406,957
Operating expenses                                                        517,204           1,992,718           1,808,986
                                                                 ----------------     ---------------     ---------------

Income before other interest, other income
  and interest expense                                                    103,237             781,063             399,370

Interest and other income                                                 (35,909)            (18,926)             (7,143)
Interest expense                                                           42,209             224,947             106,832
                                                                 ----------------     ---------------     ---------------

Income before provision for income taxes                                   96,937             575,042             299,681

Provision for income taxes                                                 29,081             155,882             109,739
                                                                 ----------------     ---------------     ---------------

Net income                                                       $         67,856     $       419,160     $       189,942
                                                                 ================     ===============     ===============

                 See accompanying independent auditors' report and notes to combined financial statements.

                                                               F-18
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                        LAPLAND GROUP

                                         COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                                                 Other                           Total
                                                      Common stock           comprehensive      Retained      stockholders'
                                                   Shares         Amount     income/(loss)      earnings         equity
                                                   ------         ------     -------------      --------         ------
<S>                                             <C>           <C>            <C>             <C>             <C>
Balance at January 1, 1997                           50,000   $    103,211   $               $    358,255    $    461,466

Distributions                                                                                    (224,348)       (224,348)

Foreign currency translation loss                                                 (29,055)                        (29,055)

Net income for the year ended
  December 31, 1997                                                                               189,942         189,942
                                                -----------   ------------   ------------    ------------    ------------

Balance at December 31, 1997                         50,000        103,211        (29,055)        323,849         398,005

Distributions                                                                                     (66,351)        (66,351)

Foreign currency translation income                                                 3,623                           3,623

Net income for the year ended
  December 31, 1998                                                                               419,160         419,160
                                                -----------   ------------   ------------    ------------    ------------

Balance at December 31, 1998                         50,000        103,211        (25,432)        676,658         754,437

Foreign currency translation
  loss (unaudited)                                                                (21,840)                        (21,840)

Net income for the three months
  ended March 31, 1999 (unaudited)                                                                 67,856          67,856
                                                -----------   ------------   ------------    ------------    ------------

Balance at March 31, 1999 (unaudited)                50,000   $    103,211   $    (47,272)   $    744,514    $    800,453
                                                ===========   ============   ============    ============    ============

                  See accompanying independent auditors' report and notes to combined financial statements.

                                                                F-19
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                       LAPLAND GROUP

                                             COMBINED STATEMENTS OF CASH FLOWS

                                     INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                      Three months         Year ended         Year ended
                                                                          ended           December 31,       December 31,
                                                                     March 31, 1999           1998               1997
                                                                     --------------           ----               ----
                                                                       (unaudited)
<S>                                                                   <C>              <C>                 <C>
Cash flows provided by (used for) operating activities:
  Net income                                                          $       67,856   $       419,160     $     189,942

  Adjustments to reconcile  net income (loss) to net cash
  provided by (used for) operating activities:
      Depreciation                                                            25,884            98,934            71,713
      Foreign currency translation                                           (22,978)            4,435           (17,016)

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts receivable                                                   (486,025)         (298,602)         (103,341)
      Inventory                                                              631,182          (708,464)           97,875
      Prepaid expenses                                                        74,497           (71,974)           (3,752)

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts payable and accrued expenses                                 (538,432)         (706,063)        1,334,239
      Income taxes payable                                                    29,082            (1,438)          118,068
                                                                      --------------   ---------------     -------------

          Total adjustments                                                 (286,790)       (1,683,172)        1,497,786
                                                                      --------------   ---------------     -------------

          Net cash provided by (used for) operating activities              (218,934)       (1,264,012)        1,687,728
                                                                      --------------   ---------------     -------------

Cash flows used for investing activities -
  acquisition of property and equipment                                      (11,846)         (533,345)         (631,645)
                                                                      --------------   ---------------     -------------

Cash flows provided by (used for) financing activities:
  Due to/from Lombard Natwest                                               (187,088)        2,347,688        (1,452,398)
  Proceeds from loan payable, bank                                                 -            53,114           705,936
  Payments on loan payable, bank                                             (32,262)                -          (108,015)
  Capital contributions                                                            -                 -                 3
  Distributions                                                                    -           (66,351)         (224,348)
                                                                      --------------   ---------------     -------------

          Net cash provided by (used for) financing activities              (219,350)        2,334,451        (1,078,822)
                                                                      --------------   ---------------     -------------

Net increase (decrease) in cash                                             (450,130)          537,094           (22,739)
Cash, beginning of year                                                      960,281           423,187           445,926
                                                                      --------------   ---------------     -------------

Cash, end of year                                                            510,151   $       960,281     $     423,187
                                                                      ==============   ===============     =============

Supplemental disclosure of cash flow information:
  Interest paid                                                       $       42,112   $       194,432     $     115,952
                                                                      ==============   ===============     =============
  Income taxes paid                                                   $       46,806   $       157,495     $     100,061
                                                                      ==============   ===============     =============

                See accompanying independent auditors' report and notes to combined financial statements.

                                                             F-20
</TABLE>
<PAGE>

                                  LAPLAND GROUP

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED MARCH 31, 1999 AND
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

(1)  Summary of Significant Accounting Policies:

     General:

          Lapland UK Limited  ("Lapland")  was  incorporated in Wales on July 9,
          1990. MTEC Europe Limited was  incorporated in England on February 14,
          1992.  The Company  later  changed its name to Mobile  Planet  Limited
          ("Mobile")  on May  22,  1995.  Cyberia  UK  Limited  ("Cyberia")  was
          incorporated in England on September 25, 1997.

     Interim Financial Statements:


          The  accompanying   financial   statements   include  all  adjustments
          (consisting  of only  normal  recurring  accruals)  which are,  in the
          opinion  of  management,  necessary  for a  fair  presentation  of the
          results of operations for the periods  presented.  Interim results are
          not  necessarily  indicative  of the results to be expected for a full
          year. The financial  statements should be read in conjunction with the
          financial statements included in the annual report of Scoop, Inc. (the
          "Company")  on Form 10-K for the years ended  December 31, 1999,  1998
          and 1997.

     Principles of Combination:

          These combined financial statements include the accounts of Lapland UK
          Limited,  Mobile Planet,  Limited,  and Cyberia UK Limited,  which are
          related through common ownership.

          Intercompany transactions and balances, which were material, have been
          eliminated in the combination.

     Business Activity:

          The  Company's  principal  activity  is the  sale of  mobile  personal
          computers and peripherals.

     Use of Estimates:

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

     Fair Value:

          Unless otherwise indicated, the fair values of all reported assets and
          liabilities which represent financial  instruments,  none of which are
          held for trading  purposes,  approximate  the carrying  values of such
          amounts.

See accompanying independent auditors' report.

                                      F-21
<PAGE>

                                  LAPLAND GROUP

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                      THREE MONTHS ENDED MARCH 31, 1999 AND
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

(1)  Summary of Significant Accounting Policies, Continued:

     Advertising Costs:

          Advertising  costs are  expensed  as  incurred.  For the  years  ended
          December  31,  1998  and  1997,   advertising   expenses  amounted  to
          approximately $249,188 and $274,004, respectively.

     Cash and Cash Equivalents:

          For purposes of the statement of cash flows, cash equivalents  include
          all highly liquid debt instruments  with original  maturities of three
          months or less which are not securing any corporate obligations.

     Inventory:

          Inventories are valued at the lower of cost  (first-in,  first-out) or
          market.

     Property and Equipment:

          Property  and   equipment  are  stated  at  cost.   Expenditures   for
          maintenance and repairs are charged to earnings as incurred,  whereas,
          additions,  renewals,  and betterments are capitalized.  When property
          and equipment  are retired or otherwise  disposed of, the related cost
          and accumulated depreciation are removed from the respective accounts,
          and any  gain  or loss is  included  in  operations.  Depreciation  is
          computed  using the  straight-line  method over the  estimated  useful
          lives of the related assets.

     Change of Accounting Period:

          Lapland and Mobile  changed  their year end from July 31 and  February
          28,  respectively,  to  December 31 to be in line with the year end of
          their acquirer (see Note 5).

     Other Comprehensive Income (Loss):

          Effective  January 1, 1998, the Company adopted Statement of Financial
          Accounting Standards No. 130, "Reporting  Comprehensive Income" ("SFAS
          130"),  which  establishes  new rules for the reporting and display of
          comprehensive  income and its  components.  SFAS 130 requires gains or
          losses  from  foreign  currency  translation  to be  included in other
          comprehensive   income  or  losses,  shown  separately  from  retained
          earnings.  Prior year financial  statements have been  reclassified to
          conform with the  requirements of SFAS 130. Other  comprehensive  loss
          amounted to $25,432 and $29,055 for years ended  December 31, 1998 and
          1997, respectively.

See accompanying independent auditors' report.

                                      F-22
<PAGE>

                                  LAPLAND GROUP

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                      THREE MONTHS ENDED MARCH 31, 1999 AND
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

(1)  Summary of Significant Accounting Policies, Continued:

     Income Taxes:

          Deferred  income  taxes  are  reported  using  the  liability  method.
          Deferred  tax  assets  are   recognized   for   deductible   temporary
          differences  and deferred tax  liabilities  are recognized for taxable
          temporary  differences.  Temporary  differences  are  the  differences
          between the reported  amounts of assets and  liabilities and their tax
          basis.  Deferred tax assets are reduced by a valuation allowance when,
          in the  opinion of  management,  it is more  likely than not that some
          portion  or all of the  deferred  tax  assets  will  not be  realized.
          Deferred  tax assets and  liabilities  are adjusted for the effects of
          changes in tax laws and rates on the date of enactment.

     New Accounting Pronouncements:

          The Company has adopted SFAS No. 131 "Disclosures About Segments of an
          Enterprise and Related  Information."  Adoption of this  pronouncement
          did not materially affect the financial statements.

          In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
          Instruments  and  Hedging  Activities",  effective  for  fiscal  years
          beginning after June 15, 1999. The Company anticipates that due to its
          limited use of  derivative  instruments,  the adoption of SFAS No. 133
          will not have a material effect on its financial statements.


(2)  Due From/To Lombard Natwest:

     The Companies use a discount  financing  company,  Lombard  Natwest Limited
     "Lombard",  for credit administration and cash flow purposes. The Companies
     can draw  advances  from Lombard  based on a  pre-determined  percentage of
     accounts  receivable.  Advances on  receivables  in excess of credit limits
     established  for each  account  are  subject  to  recourse  in the event of
     nonpayment by the customer.

     Lombard holds as security security interests in all receivables,  inventory
     proceeds,  returned  merchandise,  and general  intangibles  as well as the
     personal guarantees of the officer-stockholders limited to anti-fraud.

     A summary of the balances for the various years is as follows:

                                                      Year ended     Year ended
                                                     December 31,   December 31,
                                                         1998           1997
                                                         ----           ----

           Due from Lombard to Lapland               $         -     $ 716,596
           Due to Lombard from Mobile Planet            (703,889)     (268,173)
           Due to Lombard from Lapland                (1,201,100)            -
                                                     -----------     ---------

                     Net due from (to) Lombard       $(1,904,989)    $ 448,423
                                                     ===========     =========

See accompanying independent auditors' report.

                                      F-23
<PAGE>

                                  LAPLAND GROUP

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                      THREE MONTHS ENDED MARCH 31, 1999 AND
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

(3)  Property and Equipment:

     A summary is as follows:

                                               Year ended       Year ended
                                              December 31,     December 31,
                                                  1998             1997
                                                  ----             ----

           Building and improvements          $1,012,247       $  661,498
           Furniture and fixtures                143,371           60,456
           Computer and equipment                148,657           85,576
           Vehicles                              209,944          247,024
                                              ----------       ----------

                                               1,514,219        1,054,554
           Accumulated depreciation              179,563          160,755
                                              ----------        ---------

                                              $1,334,656        $ 893,799
                                              ==========        =========

(4)  Loan Payable, Bank (Cyberia Limited):

     One of the Company's  subsidiaries in the United Kingdom has a loan payable
     to its bank. The loan is due September 25, 2007 and accrues  interest at 2%
     above the bank's  current base rate.  The loan is secured by the underlying
     building and the cross guarantee of two other subsidiaries.

     Interest is accrued on a quarterly basis and is due at the end of the loan.

     A summary is as follows:

                                               Year ended       Year ended
                                              December 31,     December 31,
                                                  1998             1997
                                                  ----             ----

         Principal                              $639,874         $586,829
         Less current maturities                 108,491          104,896
                                                --------         --------

                                                $531,383         $481,933
                                                ========         ========

See accompanying independent auditors' report.

                                      F-24
<PAGE>

                                  LAPLAND GROUP

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                      THREE MONTHS ENDED MARCH 31, 1999 AND
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

(4)  Loan Payable, Bank (Cyberia Limited), Continued:

     The  following  summarizes  the  aggregate  maturities of the loan payable,
     bank:

                                        Year ended       Year ended
                                       December 31,     December 31,
                                           1998             1997
                                           ----             ----
           Year ended December 31,
               1998                      $      -         $104,896
               1999                       108,491          104,896
               2000                       105,470          104,896
               2001                       105,470          104,896
               2002                       105,470          104,896
               2003                       105,470           62,349
               2004
               Beyond five years          109,503                -
                                         --------         --------

                                         $639,874         $586,829
                                         ========         ========

(5)  Provision for Income Taxes:

     The Company  accounts for income taxes under the provisions of Statement of
     Financial  Accounting  Standards No. 109,  "Accounting  for Income  Taxes",
     under  which the  liability  method is used to  calculate  deferred  income
     taxes.  Under  this  method,   deferred  tax  assets  and  liabilities  are
     determined based on the differences  between financial reporting and income
     tax basis of assets and  liabilities  and are  measured  using  enacted tax
     rates and laws that will be in effect when the  differences are expected to
     reverse. Deferred tax assets and liabilities are immaterial at December 31,
     1998 and 1997.

     The provision for income taxes differs from the amount computed by applying
     the United States statutory income tax rate as follows:

<TABLE>
<CAPTION>
                                                             Year ended       Year ended
                                                            December 31,     December 31,
                                                                1998             1997
                                                                ----             ----
          <S>                                                    <C>              <C>
          Provision at expected federal statutory rate           34%              34%
          UK federal and local taxes provided on a
            separate return basis at rates lower than
            the U.S. statutory tax rate                          (7)%             (4)%
          Nondeductible expenses                                  -                7%
                                                                 ---              ---

                                                                 27%              37%
                                                                 ===              ===
</TABLE>

(6)  Subsequent Event:

     On May 6,  1999,  100% of the  outstanding  shares  of the  Companies  were
     acquired by 24STORE.com, Ltd for consideration of approximately $4,911,000.

See accompanying independent auditors' report.

                                      F-25
<PAGE>
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                          and Statements of Operations
                        for the Acquisition of "UK Group"
                 (In thousands except share and per share data)


On May 6, 1999,  24STORE,  the  acquirer  of Scoop,  Inc.  purchased  all of the
outstanding  shares of Lapland  UK,  Mobile  Planet and  Cyberia  ("UK  Group").
24STORE  received  all of the  outstanding  shares of the three  companies,  for
consideration of cash and notes of  approximately  $3,420,000 and 700,000 shares
of InfiniCom's outstanding shares (the "Acquisition").  The Acquisition has been
accounted for under the purchase accounting method. The aggregate purchase price
was approximately $4,760,000,  which includes the costs of the Acquisition.  The
aggregate purchase price was allocated to the assets of the Company,  based upon
estimates of their  respective fair market values.  The excess of purchase price
over the fair values of the net assets acquired has been recorded as goodwill.

The  following  unaudited  pro forma  condensed  consolidated  balance sheet and
statements of operations  of Scoop,  Inc. (the  "Company") at March 31, 1999 and
for the year ended  December 31, 1998 and the three months ended March 31, 1999,
have been prepared to illustrate  the effect of the  Acquisition,  as though the
Acquisition  had  occurred  on January 1, 1998,  for  purposes  of the pro forma
statements of operations.  The pro forma adjustments and the assumption on which
they are based are  described in the  accompanying  Notes to the  Unaudited  Pro
Forma Condensed Consolidated Balance Sheet and Statements of Operations.

The pro forma condensed  consolidated balance sheet and statements of operations
are presented for illustrative purposes only and are not necessarily  indicative
of the results of  operations  of the Company that would have been  reported had
the Acquisition occurred on January 1, 1998, nor do they represent a forecast of
the  results  of  operations  for any future  period.  The  unaudited  pro forma
condensed consolidated  statements,  including the Notes thereto, should be read
in conjunction  with the  historical  consolidated  financial  statements of the
Company, which are incorporated herein by reference.
<PAGE>




                                   SCOOP, INC.
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                 March 31, 1999
                           For Acquisition of UK Group
<TABLE>
<CAPTION>

                                                               UK                            Pro Forma
                                                 Scoop       Group (2)      Adjustments       Combined
                                                 -----       ---------                       ----------
<S>                                              <C>         <C>            <C>              <C>
ASSETS

Cash and cash equivalents                        $158,569    $  510,151                      $  668,720
Accounts receivable                               601,894     3,533,918                       4,135,812
Inventory                                          80,955       942,446                       1,023,401

                                                  -------     ---------                       ---------
     Total current assets                         841,418     4,986,516                       5,827,934
                                                  -------     ---------                       ---------

                                                                                                      -
Property and equipment, net of                                                                        -
  accumulated depreciation and amortization        10,409     1,432,793        394,000   (3)  1,837,202
                                                  -------     ---------                       ---------

Goodwill, net of accumulated amortization                                    3,393,404   (1)  3,393,404
                                                                             ---------        ---------

                                                 $851,827    $6,419,309     $3,787,404      $11,058,540
                                                 ========    ==========     ==========      ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

 Accounts payable and accrued expenses           $768,046    $4,875,936                     $ 5,643,981
 Short-term notes payable, related parties                                   2,817,500  (1)   2,817,500
 Current portion of loan payable, bank                          593,287                         593,287
 Due to related parties                            22,745             -                          22,745
                                                  -------    ----------                       ---------
        Total current liabilities                 790,790     5,469,223                       6,260,013
                                                  -------    ----------                       ---------

                                                                                                      -
                                                                                              ---------

Long-Term notes payable, related parties                -                    1,919,989   (1)  1,919,989

Loan payable, bank, less current portion                -

Stockholders' equity                               61,038       950,086       (950,086) (1)      61,038
                                                 --------    ----------     -----------     -----------

                                                 $851,828    $6,419,309     $3,787,404      $11,058,540
                                                 ========    ==========     ==========      ===========

</TABLE>

<PAGE>


                                   SCOOP, INC.

                        UNAUDITED PRO FORMA CONSOLIDATED
                             STATEMENT OF OPERATIONS
                                 March 31, 1999
                           For Acquisition of UK Group

<TABLE>
<CAPTION>

                                                             UK                              Pro Forma
                                         Scoop            Group (2)     Adjustments          Combined
                                         -----            ---------                          ---------

<S>                                     <C>               <C>           <C>                 <C>
Revenue                                 $1,608,817        $5,390,769                       $ 6,999,586

Cost of Revenue                          1,323,117         4,815,030                         6,138,147
                                        ----------        ----------                        ----------

Gross profit                               285,700           575,739                           861,439

Operating expenses:


  Distribution costs                        93,282           487,610                           580,892
  General and administrative expenses      266,185         1,992,718                         2,258,903
  Goodwill amortization                          -                        180,796   (4)        180,796
                                        ----------        ----------                        ----------
                                           359,466         2,480,328                         3,020,590
                                        ----------        ----------                        ----------

Income from operations                     (73,767)       (1,904,589)                       (2,159,152)

Interest income                                  -           (18,926)                          (18,926)
Interest expense, net                        2,082           224,947       82,906   (5)        309,935
                                        ----------        ----------                        ----------
                                             2,082           206,021                           208,103
                                        ----------        ----------                        ----------

Net income before taxes                    (75,848)       (2,110,610)                       (2,367,255)
                                        ----------        ----------                        ----------
                                                                                           $         -
                                                                                           ===========
Provision for income taxes                       -           155,883                           155,883
                                        ----------        ----------                        ----------
                                                                                           $         -
                                                                                           ===========
Net income                                $(75,848)      $(2,266,493)                      $(2,523,137)
                                        ==========      ============                       ===========

Net loss per share -
  basic and diluted                           0.00                                               (0.04)
                                        ==========                                         ===========

Weighted average number of shares outstanding -
  basic and diluted                     60,783,219                                          66,795,457
                                        ==========                                         ===========


</TABLE>

<PAGE>

                                   SCOOP, INC.

                        UNAUDITED PRO FORMA CONSOLIDATED
                             STATEMENT OF OPERATIONS
                                 December 31, 1998
                           For Acquisition of UK Group

<TABLE>
<CAPTION>

                                                             UK                             Pro Forma
                                         Scoop            Group (2)     Adjustments         Combined
                                         -----            ---------                         ---------

<S>                                     <C>             <C>              <C>              <C>
Revenue                                 $5,453,410      $ 22,761,758                      $ 28,215,169

Cost of Revenue                          4,391,814        19,500,367                        23,892,181
                                        ----------        ----------                      ------------

Gross profit                             1,061,596         3,261,392                         4,322,988

Operating expenses:


  Distribution costs                          -              487,610                           487,610
  General and administrative expenses      930,603         1,992,718                         2,923,321
  Goodwill amortization                                                  723,184   (4)         723,184
                                                                                          ------------
                                           930,603         2,480,328                         4,134,115
                                        ----------        ----------                      ------------

Income from operations                     130,993           781,064                           188,872

Interest income                             10,660           (18,926)                           (8,266)
Interest expense, net                      (11,898)          224,947     331,624   (5)         544,673
                                        ----------        ----------                      ------------
                                            (1,239)          206,021                           536,407
                                        ----------        ----------                      ------------

Net income before taxes (loss)             129,754           575,042                          (347,534)
                                        ----------        ----------                      ------------
                                                                                          $          -
                                                                                          ============
Taxes                                       16,980           155,883                           172,863
                                        ----------        ----------                      ------------
                                                                                          $          -
                                                                                          ============

Net income                              $  112,774       $   419,160                      $   (520,397)
                                        ==========       ===========                      ============

Net loss per share -
  basic and diluted                           0.00                                               (0.01)
                                        ==========                                        ============

Weighted average number of shares outstanding -
  basic and diluted                     60,783,219                                          66,795,457
                                        ==========                                        ============


</TABLE>

<PAGE>


                                  Scoop, Inc.
   Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)

Note A - The pro forma adjustments to the condensed  consolidated  balance sheet
are as follows:

     (1)  To  reflect  the  acquisition  of UK Group and the  allocation  of the
          purchase price on the basis of the fair value of the assets  acquired.
          The  components of the purchase price and its allocation to the assets
          and liabilities of UK Group are as follows (in thousands):

<TABLE>
<S>      <C>                                                                            <C>

          Components of purchase price:
            Notes payable to former shareholders of UK Group                            $        2,818
            Notes payable to parent company, InfiniCom for value
                  of InfiniCom shares given as consideration                                     1,920
                                                                                        --------------


                                                                                        $        4,738
                                                                                         ==============

          Allocation of purchase price:
            Stockholders' equity of UK                                                            (950)
            Step up for fair market value of building acquired                                    (394)
                                                                                         --------------

Cost in excess of net assets acquired                                                    $        3,394
                                                                                         ==============
</TABLE>

Note B - The pro forma adjustments to the condensed  consolidated  statements of
income are as follows:

          (2)  The  financial  statements  of  the  UK  Group  included  in  the
               unaudited pro forma consolidated  financial statement information
               were translated  from British pounds to U.S.  dollars at the rate
               of 1.612,  1.619 and  1.653  for the  March  31,  1999  Unaudited
               Consolidated   Balance  Sheet,   the  March  31,  1999  Unaudited
               Statement  of  Operations  and the  December  31, 1998  Unaudited
               Statement of Operations, respectively.

          (3)  Reflects an adjustment to a building  owned by UK Group to record
               it on the books at fair market value

          (4)  To reflect the amortization of goodwill over 5 years

          (5)  Reflects an adjustment to record the increase to interest expense
               resulting from the notes payable arising out of the  acquisitions
               (See Note 1), at an interest rate of 7% per annum
<PAGE>

                                   SCOOP, INC.
                    UNAUDITED QUARTERLY FINANCIAL INFORMATION

The Company's last filed Form 10-QSB was for the quarterly period ended June 30,
1998. The following  interim  financial data covers the quarterly  periods ended
September 30, 1998,  March 31, 1999,  June 30, 1999 and September 30, 1999,  for
which the Company did not file reports on Form 10-QSB due to the continuation of
the Company's  proceedings under Chapter 11 of the United States Bankruptcy Code
during such periods.

The following  interim financial data is unaudited.  However,  in the opinion of
management,  the interim data  includes all  adjustments,  consisting  of normal
recurring  adjustments  necessary for a fair presentation of the results for the
interim periods.  The financial statements included herein have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations,  although the Company believes that the disclosures included herein
are adequate to make the information  presented not  misleading.  The accounting
policies  followed by the Company and other  information  are  contained  in the
notes to the Company's financial statements.


<PAGE>
                                   SCOOP,INC.

                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>



                                                    September 30, 1999     June 30, 1999     March 31, 1999       September 30, 1998
                                                    ------------------     -------------     --------------       ------------------
                                                       (Unaudited)          (Unaudited)       (Unaudited)             (Unaudited)

                                ASSETS
<S>                                                  <C>                   <C>               <C>                  <C>



Current assets:
Cash and cash equivalents                             $  118,804           $   66,296        $ 158,569            $ 203,476
Accounts receivable                                    4,869,370            3,883,736          601,894              607,994
Inventory                                              1,135,463              933,250           80,955              107,274
Prepaid expenses and other assets                              -                    -                -                    -
                                                    ------------           ----------        ---------            ---------
  Total current assets                              $  6,123,637           $4,883,281        $ 841,418            $ 918,744
                                                    ------------           ----------        ---------            ---------

Loan Receivable, related parties                               -               60,434                -                    -
                                                      ----------           ----------        ---------            ---------

Property and equipment, net of
  accumulated depreciation and amortization            1,698,458            1,637,788           10,409                6,760
                                                      ----------           ----------        ---------            ---------

Goodwill, net of accumulated depreciation              5,442,598            5,223,255                -                    -
                                                      ----------           ----------        ---------            ---------

                                                    $ 13,264,694         $ 11,804,758        $ 851,827            $ 925,504
                                                    ============         ============        =========            =========

            LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities :
Accounts payable and accrued expenses               $  9,330,634         $  7,926,427        $ 768,046            $ 664,741
Short-term notes payable, related parties                                   4,010,761                -                    -
 Income taxes payable                                          -                    -                -                    -
 Due to related parties                                4,320,669                    -           22,745                    -
 Current portion of loan payable                               -                    -                -                    -
 Current portion of loan payable, bank                   103,598              103,598                -                    -
                                                    ------------         ------------        ---------            ---------
  Total current liabilities                           13,754,902           12,040,785          790,790              664,741

Long-term debt, related parties                        1,962,682            1,878,251                -                    -
                                                    ------------         ------------        ---------            ---------

Loan payable, bank, net of current portion               449,787              451,029                -                    -
                                                    ------------         ------------        ---------            ---------

Shareholders' deficit:
Preferred stock; $0.001 par value,
  5,000,000 authorized, no shares
  issued and outstanding                                       -                    -                -                    -
Common stock; $0.001 par value, 100,000,000
  authorized 66,795,457, 66,795,457, 60,783,219
  and 60,783,219 shares, respectively, issued and
  outstanding                                              7,390                7,390            7,390                7,390
Additional paid in capital                                     -                    -                -                    -
Other comprehensive income                              (241,378)            (190,719)        (101,851)              (9,363)
Retained Earnings/Accumulated deficit                 (2,668,689)          (2,455,304)         155,498              262,736
                                                    ------------          -----------       ----------             --------
  Total shareholders' deficit                         (2,902,677)          (2,638,633)          61,037              260,763
                                                    ------------          -----------       ----------             --------

                                                    $ 13,264,694          $11,731,431        $ 851,827            $ 925,504
                                                    ============          ===========        =========            =========
</TABLE>
<PAGE>


                                   SCOOP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                          Three months ended      Three months ended      Nine months ended      Nine months ended
                                          September 30, 1999      September 30, 1998      September 30, 1999     September 30, 1998
                                          ------------------      ------------------      ------------------     ------------------
                                             (Unaudited)             (Unaudited)             (Unaudited)            (Unaudited)

<S>                                       <C>                     <C>                     <C>                    <C>
Revenue:                                  $        5,286,060      $        1,396,641      $       14,470,067     $        3,808,904

Cost of Revenue                                    4,653,463                 991,519              12,727,563              2,943,673
                                          ------------------      ------------------      ------------------     ------------------

Gross profit                                         632,597                 405,123               1,742,505                865,230

Distribution costs                                   169,146                       -                 382,589                      -

Operating expenses:
Depreciation                                          53,208                     418                  81,302                  1,211
Amortization                                          11,711                       -                 543,970                      -
Loss on investments                                        -                       -                       -                      -
Other administrative expenses                        425,147                 292,199               3,221,709                693,649
                                          ------------------      ------------------       -----------------      -----------------
  Total operating expenses                           490,067                 292,617               3,846,981                694,859
                                          ------------------      ------------------       -----------------      -----------------

Net income before interest and other
  income and interest expense                        (26,615)                112,505              (2,487,066)               170,371

Interest and other income                               (637)                 (1,761)                 (1,767)                (6,095)
Interest expense                                     165,552                   4,207                 393,274                 10,589
                                          ------------------      ------------------       -----------------      -----------------

Net income before provision for income taxes        (191,530)                110,059              (2,878,573)               165,877

Provision for income taxes                            21,853                  14,407                  21,460                 21,713
                                          ------------------      ------------------       -----------------      -----------------

Net income (loss)                         $         (213,383)     $           95,653      $       (2,900,033)    $          144,164
                                          ==================      ==================      ==================     ==================

Net loss per share -
  basic and diluted                       $            (0.00)     $             0.00      $            (0.04)    $             0.00
                                          ==================      ==================       =================      =================
Weighted average number of shares
outstanding -
  basic and diluted                              66,795,457              60,783,219              66,465,114             60,783,219

                                          ==================      ==================       =================      =================
</TABLE>
<PAGE>


                                   SCOOP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                          Three months ended      Three months ended       Six months ended       Six months ended
                                             June 30, 1999           June 30, 1998          June 30, 1999          June 30, 1998
                                          ------------------      ------------------       -----------------      -----------------
                                             (Unaudited)             (Unaudited)             (Unaudited)            (Unaudited)

<S>                                       <C>                     <C>                     <C>                    <C>
Revenue:                                  $        9,184,007      $        1,180,217      $        9,184,007     $        2,368,629

Cost of Revenue                                    6,465,283                 942,443               8,074,100              1,916,844
                                          ------------------      ------------------      ------------------     ------------------

Gross profit                                       2,718,724                 237,774               1,109,908                451,785

Distribution costs                                   (72,256)                      -                 213,444                      -

Operating expenses:
  Depreciation                                        28,094                     401                  28,094                    792
  Amortization                                       532,258                       -                 532,258                      -
Other administrative expenses                      2,796,562                 170,620               2,796,562                394,174
                                          ------------------      ------------------       -----------------      -----------------
  Total operating expenses                         3,356,915                 171,021               3,356,915                394,966
                                          ------------------      ------------------       -----------------      -----------------

Net loss before interest and other
  income and interest expense                       (565,935)                 66,753              (2,460,451)                56,819

Interest and other income                             (1,130)                 (1,761)                 (1,130)               (4,256)
Interest expense                                     227,722                   2,714                 227,722                  6,267
                                          ------------------      ------------------       -----------------      -----------------

Net income before provision for income taxes        (792,527)                 65,800              (2,687,043)                54,808

Provision for income taxes                              (393)                  8,591                    (393)                 7,174
                                          ------------------      ------------------       -----------------      -----------------

Net income (loss)                         $         (792,134)     $           57,209       $      (2,686,650)     $          47,634
                                          ==================      ==================       =================      =================
Net loss per share -
  basic and diluted                       $            (0.01)     $             0.00       $           (0.04)     $           0.002
                                          ==================      ==================       =================      ==================
Weighted average number of shares
outstanding -
  basic and diluted                               65,815,201              60,783,219              66,299,943             60,783,219

                                          ==================      ==================       =================      =================
</TABLE>
<PAGE>



                                   SCOOP, INC.

                            STATEMENTS OF OPERATIONS


                                       Three months ended     Three months ended
                                         March 31, 1999         March 31, 1998
                                       ------------------     ------------------
                                           (Unaudited)            (Unaudited)


Revenue:                                  $    1,608,817         $    1,188,412

Cost of Revenue                                1,323,117                974,401
                                          --------------         --------------

Gross profit                                     285,700                214,011

Distribution expenses                             93,282                      -
Operating expenses:
  Depreciation                                       986                    391
  Other administrative expenses                  265,199                223,554
                                          --------------         --------------
  Total operating expenses                       266,185                223,945
                                          --------------         --------------

Net loss before interest expense                 (73,767)                (9,934)

Interest income                                        -                 (2,495)
Interest expense                                   2,082                  3,553
                                          --------------         --------------

Net income before provision for income
  taxes                                          (75,848)               (10,992)

Provision for income taxes                             -                  1,417
                                          --------------         --------------

Net loss                                  $      (75,848)        $       (9,575)
                                          ==============         ==============

Net loss per share -
  basic and diluted                       $        (0.00)        $        (0.00)
                                          ==============         ==============

Weighted average number of shares
  outstanding - basic and diluted             60,783,219             60,783,219
                                          ==============         ==============
<PAGE>
                                   SCOOP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                         Three months ended    Three months ended     Nine months ended     Nine months ended
                                         September 30, 1998    September 30, 1997     September 30, 1998    September 30, 1997
                                         ------------------    ------------------     ------------------    ------------------
                                             (Unaudited)           (Unaudited)            (Unaudited)           (Unaudited)
<S>                                         <C>                  <C>                    <C>                   <C>
Revenue:                                    $   1,396,641        $   1,048,403          $   3,808,904         $   3,145,209

Cost of Revenue                                   991,519              833,817              2,943,673             2,501,450
                                            -------------        -------------          -------------         -------------

Gross profit                                      405,123              214,586                865,230               643,759

Distribution costs                                                                                  -
Operating expenses:                               292,617              172,964                694,859               518,893
                                            -------------        -------------          -------------         -------------

Net income before interest and other
  income and interest expense                     112,505               41,622                170,371               124,866

Interest and other income                          (1,761)              (1,067)                (6,095)               (3,200)
Interest expense                                    4,207                4,428                 10,589                13,285
                                            -------------        -------------          -------------         -------------

Net income before provision for income
  taxes                                           110,059               38,260                165,877               114,782

Provision for income taxes                         14,407               10,716                 21,713                82,634
                                            -------------        -------------          -------------         -------------

Net income                                  $      95,653        $      27,545          $     144,164         $      82,634
                                            =============        =============          =============         =============

Net loss per share -
  basic and diluted                         $        0.00        $        0.00          $        0.00         $        0.00
                                            =============        =============          =============         =============

Weighted average number of shares
  outstanding - basic and diluted              60,783,219           60,783,219             60,783,219            60,783,219
                                            =============        =============          =============         =============
</TABLE>
<PAGE>
                                   SCOOP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                           Nine months ended       Nine months ended
                                                           September 30, 1999      September 30, 1998
                                                           ------------------      ------------------
                                                              (Unaudited)             (Unaudited)
<S>                                                         <C>                     <C>
Cash flows provided by (used for) operating activities:
Net income (loss)                                           $   (2,900,030)         $      144,164

Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
Depreciation                                                        81,302                   1,211
Amortization                                                       543,970                       -
Shares issued in acquisition                                             -                       -
Foreign currency translation                                       (27,369)                 (1,915)

Changes in assets and liabilities:
  (Increase) decrease in assets:
Accounts receivable                                                 99,482                (118,563)
Prepaid expenses and other current assets                                -                       -
Inventory                                                            9,330                       -

Changes in assets and liabilities:
(Increase) decrease in assets:
  Accounts payable and accrued expenses                          2,156,192                  36,472
  Income taxes payable                                             (86,603)                      -
                                                            --------------          --------------

  Total adjustments                                              2,776,305                 (82,796)
                                                            --------------          --------------
  Net cash provided by operating activities                       (123,725)                 61,368

Cash flows provided by (used for) investing activities:
Acquisition of property and equipment                                    -
Acquisition of property and equipment                                    -                    (170)
Group distribution, common ownership                                     -                       -
                                                            --------------          --------------

Due to related parties                                                   -
                                                            --------------

  Net cash used for investing activities                                 -                    (170)
                                                            --------------          --------------

Net increase (decrease) in cash                                   (123,725)                 61,198
Cash, beginning of year                                            242,529                 142,278
                                                            --------------          --------------
Cash, end of year                                           $      118,804          $      203,476
                                                            --------------          --------------

Supplemental disclosure of non-cash investing and
  financing activities:
Interest paid                                               $      215,503          $        7,716
                                                            ==============          ==============

Income taxes paid                                           $      230,891          $       12,937
                                                            ==============          ==============
</TABLE>
<PAGE>
                                   SCOOP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                        Six months ended     Six months ended
                                                                         June 30, 1999         June 30, 1998
                                                                         ---------------     ----------------
                                                                           (Unaudited)          (Unaudited)
<S>                                                                      <C>                 <C>
Cash flows provided by (used for) operating activities:
Net income (loss)                                                        $   (2,686,651)     $     47,634

Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
Depreciation                                                                     28,094             3,961
Amortization                                                                    532,258                 -
Foreign currency translation                                                   (105,436)           (6,491)

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                                             242,039           115,002
Inventory                                                                         6,721                 -

Changes in assets and liabilities:
(Increase) decrease in assets:
  Accounts payable and accrued expenses                                        1,908,032         (200,239)
  Income taxes payable                                                          (16,551)                -
                                                                         --------------      ------------

  Total adjustments                                                           2,595,157           (87,767)
                                                                         --------------      ------------

  Net cash provided by operating activities                                     (91,493)          (40,133)

Cash flows provided by (used for) investing activities:
Acquisition of property and equipment                                                 -              (267)
Group distribution, common ownership                                            (84,738)                -
                                                                         --------------      ------------

  Net cash used for investing activities                                        (84,738)             (267)
                                                                         --------------      ------------

Net increase (decrease) in cash                                                (176,232)          (40,400)
Cash, beginning of period                                                       242,529           142,278
                                                                         --------------      ------------
Cash, end of period                                                      $       66,298      $    101,878
                                                                         --------------      ------------

Supplemental disclosure of non-cash investing and financing activities:
  Interest paid                                                          $      140,576      $      7,576
                                                                         ==============      ============
  Income taxes paid                                                      $      150,613      $     12,703
                                                                         ==============      ============
</TABLE>
<PAGE>
                                   SCOOP, INC.

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                              Three months ended    Three months ended
                                                                March 31, 1999        March 31, 1998
                                                                --------------        --------------
                                                                  (Unaudited)           (Unaudited)
<S>                                                             <C>                   <C>
Cash flows provided by (used for) operating activities:
Net loss                                                        $      (75,848)       $       (9,575)

Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
Depreciation                                                               128                   391
Foreign currency translation                                            (3,893)               (4,765)

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                                        868                57,769
Inventory                                                                   93                     -

Changes in assets and liabilities:
(Increase) decrease in assets:
  accounts payable and accrued expenses                                 (5,308)              (67,029)
                                                                --------------        --------------

  Total adjustments                                                     (8,112)              (13,634)
                                                                --------------        --------------

  Net cash provided by operating activities                            (83,960)              (23,209)

Cash flows provided by (used for) investing activities:
Due to/from related parties                                                (59)                    -
                                                                --------------        --------------
  Net cash used for investing activities                                   (59)                    -
                                                                --------------        --------------

Net increase (decrease) in cash                                        (84,019)              (23,209)
Cash, beginning of year                                                242,588               142,278
                                                                --------------        --------------
Cash, end of year                                               $      158,569        $      119,069
                                                                --------------        --------------

Supplemental disclosure of cash flow information:

  Interest paid                                                 $        2,662        $        2,537
                                                                ==============        ==============
  Income taxes paid                                             $            -        $        4,254
                                                                ==============        ==============
</TABLE>
<PAGE>
                                   SCOOP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS



<TABLE>
<CAPTION>
                                                               Nine months ended             Nine months ended
                                                              September 30, 1998             September 30, 1997
                                                              ------------------             ------------------
                                                                  (Unaudited)                    (Unaudited)
<S>                                                               <C>                            <C>
Cash flows provided by (used for) operating activities:
Net income (loss)                                                 $       144,164                $        82,634

Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
Depreciation                                                                1,211                          1,900
Foreign currency translation                                               (1,915)                       (24,665)

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                                      (118,563)                       (69,188)
Inventory                                                                       -                          2,675
Prepaid expenses and other receivables                                          -                          1,783

Changes in assets and liabilities-
(Increase) decrease in assets -
  accounts payable and accrued expenses                                    36,472                        (58,118)
                                                                  ---------------                ---------------

  Total adjustments                                                       (82,795)                      (145,612)
                                                                  ---------------                ---------------

  Net cash provided by operating activities                                61,369                        (62,978)

Cash flows provided by (used for) investing activities:
 Acquisition of property and equipment                                       (171)                             -
                                                                  ---------------                ---------------

  Net cash used for investing activities                                     (171)                             -
                                                                  ---------------                ---------------

Net increase (decrease) in cash                                            61,198                        (62,978)
Cash, beginning of year                                                   142,278                        248,473
                                                                  ---------------                ---------------
Cash, end of year                                                 $       203,476                $       185,495
                                                                  ---------------                ---------------

Supplemental disclosure of non-cash investing and
 financing activities:
 Interest paid                                                    $         7,719                $        12,475
                                                                  ===============                ===============
 Income taxes paid                                                $        12,942                $        30,431
                                                                  ===============                ===============
</TABLE>
<PAGE>
                                   SCOOP, INC.


                         QUARTERLY FINANCIAL INFORMATION




(1)       Summary of Significant Accounting Policies:


          Interim Financial Statements:

          The  accompanying   financial   statements   include  all  adjustments
          (consisting  of only  normal  recurring  accruals)  which are,  in the
          opinion  of  management,  necessary  for a  fair  presentation  of the
          results of operations for the periods  presented.  Interim results are
          not  necessarily  indicative  of the results to be expected for a full
          year. The financial  statements should be read in conjunction with the
          financial  statements included in the annual report of Scoop, Inc. and
          Subsidiaries  (the  "Company")  on  Form  10-KSB  for the  year  ended
          December 31, 1999, 1998, and 1997.


(2)       Significant transactions:

          Reorganization:

          On April 9, 1999,  24STORE and its parent company entered into a share
          purchase  agreement,  whereby  24STORE  received  all the  outstanding
          shares  of  several  of  InfiniCom's  subsidiaries,  in  exchange  for
          9,999,980  newly  issued  shares  of  24STORE  and a note  payable  of
          $2,368,000. The transaction was treated as a reorganization,  with the
          transfer of assets and liabilities  accounted for at historical  cost,
          after adjustment to U.S. generally accepted accounting principles,  in
          a  manner  similar  to that in  pooling  of  interest  accounting,  in
          accordance with APB 16 paragraph 5. The historical  costs  transferred
          include   goodwill  of  approximately   $2,312,960,   which  had  been
          recognized  upon the  parent  company's  original  acquisition  of the
          transferred subsidiaries.

          Included  in this  transaction  24STORE  issued a note  payable to the
          InfiniCom for $1,581,000 for the costs incurred in the  development of
          certain software by one of the transferred  subsidiaries.  These costs
          were  expensed  as  research  and  development  during  the year ended
          December 31, 1999.


         Acquisitions:

         On May 6, 1999,  24STORE  purchased all the issued  ordinary  shares of
         Lapland UK, Mobile Planet and Cyberia ("UK Group") in a share  purchase
         agreement  with the  shareholders  of the acquired  company.  The three
         entities  were each owned by the same two  shareholders,  unrelated  to
         24STORE or its parent  company.  24STORE  received all the  outstanding
         shares of the three companies,  for  consideration of cash and notes of
         approximately  $3,420,000 and 700,000 shares of InfiniCom's outstanding
         shares.

<PAGE>


                                   SCOOP, INC.


                         QUARTERLY FINANCIAL INFORMATION




         Acquisitions, Continued:

         The  acquisition  has been  accounted for using the purchase  method of
         accounting,  and  accordingly,  the acquisition  cost of  approximately
         $4,760,000  has been allocated to the assets  acquired and  liabilities
         assumed   based  on  estimates   of  their  fair  value.   A  total  of
         approximately $3,616,000,  representing the excess of acquisition costs
         over the fair value of the UK Group's  tangible  net  assets,  has been
         allocated to goodwill and is being amortized over 5 years.  The Company
         will continually evaluate the existence, if any, of goodwill impairment
         in accordance with the provisions of SFAS No. 121,  "Accounting for the
         Impairment of Long-Lived  Assets and  Long-Lived  Assets to be Disposed
         Of." Accumulated  amortization on all goodwill was $839,087 at December
         31, 1999.

         The Company's  consolidated results of operations have incorporated the
         UK Group's  activity from the effective  date of the  acquisition.  The
         following  unaudited pro forma  information has been prepared  assuming
         that  this  acquisition  had  taken  place  at  the  beginning  of  the
         respective  periods.  This pro forma information does not purport to be
         indicative  of future  results  or what  would  have  occurred  had the
         acquisition been made as of those dates.


         Acquisition Pro Forma - UK Group

         (in Thousands, except per share amounts - unaudited)

<TABLE>

<CAPTION>

                                                                                       Year ended          Year ended
                                                                                       December 31,        December 31,
                                                                                          1998                1997
                                                                                       ------------        ------------
                  <S>                                                                  <C>                 <C>

                  Revenue                                                              $ 30,590            $ 28,215

                  Operating income                                                       (7,887)                463

                  Net income (loss)                                                      (8,662)                 85

                  Basic and diluted earnings per share
                  Net income (loss) per share                                             (0.13)               0.00
</TABLE>
<PAGE>
ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

         None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The name,  position  with the Company,  age and tenure of each director and
executive officer are as follows:

        Lennart Orkan      56     Director and Chairman of the Board     2000
        Larsake Sandin     52     Director                               2000
        Akbar Seddigh      56     Director                               2000
        Martin Clarke      35     President and                          2000
                                  Chief Executive Officer
        Michael Neame      39     Chief Financial Officer,               2000
                                  Chief Accounting Officer
                                  and Secretary

     Lennart  Orkan,  Ph.D.,  Director and Chairman of the Board.  Dr. Orkan has
approximately  25 years of  experience in business and banking.  Currently,  Dr.
Orkan is the President  and CEO of Strator  B.D.N.  International  AB, a company
based in  Sweden  which  provides  consulting  services  to public  and  private
companies  on mergers  and  acquisitions,  recapitalization,  and other forms of
corporate  reorganization.  The  Strator  Group  has  associated  companies  and
affiliates in a number of European countries and in North America.  Dr. Orkan is
also the founder and the majority  owner of the company.  Since 1980,  Dr. Orkan
has been the Chairman of the Board  and/or a Board  Member of many  medium-sized
and large Scandinavian and foreign private  corporations.  From 1974 until 1980,
Dr.  Orkan was the head of the two largest  departments  of the Swedish  Savings
Bank Association in addition to being the General Manager of the Swedish Savings
Banks  Institute  and  the  vice-Chairman  of  the  International  Savings  Bank
Institute  in Geneva,  Switzerland.  From 1980  until  1984,  Dr.  Orkan was the
General  Manager of Lantbrukets  Utredningsinstitut,  the Swedish  Institute for
Agro-Business  Development and Research,  a highly respected  research institute
and consulting  group for economic  studies and business  development  services.
From  1984  until  1985,  Dr.  Orkan  served  as the  President  and  CEO of the
Cooperative Bank of Sweden West, the largest  cooperative  bank in Sweden.  From
1985 until 1988, Dr. Orkan was the President and CEO of Praktikertjanst  AB, the
dominating  group in the areas of private  health and  dental  care and  medical
technical services in Scandinavia.

     Larsake  Sandin,  Director.  Mr.  Sandin  has  approximately  25  years  of
experience in the information technology field as founder,  director and manager
of several  companies in Sweden,  the United Kingdom and the United States.  Mr.
Sandin is currently the Founding Director and a Business  Consultant of Acom CMC
Ltd in  London,  the  Founding  Director  of The  Server  Group  in  Scandinavia
Stockholm,  also located in London,  the CEO and a director of InfiniCom AB, the
majority  shareholder of Scoop,  Inc. From 1976 until 1989, Mr. Sandin served as
Business  Manager of AB Programator,  a company located in Stockholm.  From 1989
until 1991, Mr. Sandin was the Managing Director of Philips Tele & Data Systems,
a subsidiary  of Philips  Norden AB of Stockholm,  in which  capacity Mr. Sandin
accomplished a significant  restructuring of the company.  From 1992 until 1995,
Mr.  Sandin was  employed  by Digital  Equipment  Corporation,  where he was the
Director of Retail  Banking  Worldwide  in Boston,  the  Director  of  Financial
Industry  Expertise Center Europe in London,  and the Director of Retail Banking
Europe in Stockholm.  In addition to his employment  experience,  Mr. Sandin has
been  and  continues  to be a  director  of many  publicly  and  privately  held
companies in Sweden.  In the past,  Mr.  Sandin was the Chairman of the Board of
Philips Radio  Communications  AS, Digital  Equipment  BCFI AB,  Rostvold AS and
Ericsson-Programatic AB.

     Akbar  Seddigh,  Director.  Mr.  Seddigh  has  approximately  25  years  of
experience in the business field. Currently,  Mr. Seddigh is the Chairman of the
Board and President of Ortivus US, Inc.; the Chairman of the Board of ELEKTA AB,
Cascade  Computing  AB,  Neoventa  AB and Samba  Sensor AB; and Board  Member of
Nordbanken,  Taby,  Affarsstrategerna  AB,  Artimplant  AB,  and  Minidoc  AB in
addition to other  responsibilities.  From 1976 through 1981, Mr. Seddigh worked
as the chief Executive  Officer of a subsidiary of The Swedish Atomic Energy. In
1985, Mr. Seddigh founded Ortivus AB and acted as Chief Executive Officer of the
company until November, 1999. Since November 1999, Mr. Seddigh has acted as Vice
Chairman  in  addition  to his role on the Board of  Directors  of the  company.
Ortivus AB was listed on the Stockholm  Stock Exchange in January 1997 and deals
in devising new medical concepts including  Myocardial Ischemia Dynamic Analysis
(MIDA) and telemedicine (Mobimed).

     Martin Clarke,  President and Chief Executive  Officer.  Mr. Clarke came to
24STORE via the  acquisition  of LapLand (UK) Limited the company he  co-founded
with  Michael  Neame  in 1991.  Responsible  for  Sales  and  Marketing,  he was
instrumental  in the growth which led to  recognition of the company by the UK's
Sunday Times Newspaper as one of the UK's "Hot 100" fastest  growing  companies.
Prior to LapLand Mr. Clarke was European Sales and Marketing Director for Orchid
(Europe) Limited,  the European subsidiary of a San Francisco based manufacturer
of computer  peripherals  and  motherboards  quoted on the London stock  market.
Trained in aerospace  and defense  systems  electronics,  he moved on to a sales
career with a number of leading  information  technology  companies.  Mr. Clarke
joined  Orchid  (Europe)  Limited in November  1988 with  responsibility  for UK
sales;  promotion  followed  to  European  Sales  Manager  in  March  1989  with
responsibility  for  all  European  distribution  territories.  Mr.  Clarke  was
appointed European Sales and Marketing Director in 1990.

     Michael  Neame,  Chief  Financial  Officer,  Chief  Accounting  Officer and
Secretary. Mr. Neame came to 24STORE via the acquisition of LapLand (UK) Limited
the company for which he had been Managing  Director  since 1991.  Mr. Neame was
responsible for the Finance and Logistics  operations of the  organization  from
inception to date. Prior to LapLand he was Managing  Director of Orchid (Europe)
Limited,  the European  subsidiary  of a San  Francisco  based  manufacturer  of
computer  peripherals and  motherboards.  Mr. Neame joined Orchid in May 1988 as
Financial Controller, promotion followed to Financial Director in March 1989 and
Managing  Director  in  October  1989,  with  responsibility  for  all  European
subsidiaries. Orchid Technology was quoted on the London stock market. Mr. Neame
is a Fellow of the Chartered Institute of Management Accountants, having trained
as an  accountant  with a  number  of  Blue  Chip UK &  International  companies
including Sainsbury's, GEC, and ITW Inc.

     Each  director  of the  Company  will hold  office  until  such  director's
successor is elected and qualified or until such director's earlier  resignation
or removal.  Each  executive  officer of the Company will hold office until such
officer's  successor is elected and  qualified or until such  officer's  earlier
resignation or removal in accordance with the Company's bylaws.

     There currently exist no arrangement or understanding between any executive
officer  and  between  any other  person  pursuant  to which any person is to be
selected as an executive  officer.  No family  relationships  exist  between any
current or prospective executive officer or director.

     During the last five (5) years, no director or officer of the Company has:

     (1)  had any bankruptcy  petition filed by or against any business of which
          such person was a general  partner or executive  officer either at the
          time of the bankruptcy or within two (2) years prior to that time;

     (2)  been  convicted  in a criminal  proceeding  or is subject to a pending
          criminal proceeding;

     (3)  been  subject  to any order,  judgment  or  decree,  not  subsequently
          reversed, suspended or vacated, of any court of competent jurisdiction
          permanently or temporarily  enjoining such person from  participating,
          or otherwise  limiting such person's  right to engage,  in any type of
          business, securities or banking activities;

     (4)  been  subject  to any order,  judgment  or  decree,  not  subsequently
          reversed,  suspended  or vacated,  of any  federal or state  authority
          barring or  suspending  such person from  participating,  or otherwise
          limiting for more than 60 days such person's  right to engage,  in any
          type of securities or banking activities; or

     (5)  been found by a court of competent  jurisdiction in a civil action, by
          the Commission or by the Commodity Futures Trading  Commission to have
          violated a federal or state  securities  law or a federal  commodities
          law, and the judgment or finding has not been  subsequently  reversed,
          suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the directors and executive officers of the Company and persons who beneficially
own more than ten  percent of the  Company's  Common  Stock  (collectively,  the
"Reporting  Persons")  to report  their  ownership  of and  transactions  in the
Company's   Common  Stock  to  the  Securities  and  Exchange   Commission  (the
"Commission").  Copies of these  reports are also required to be supplied to the
Company. To the Company's knowledge,  during the fiscal year ending December 31,
1999 the Reporting Persons complied with all applicable  Section 16(a) reporting
requirements, except that InfiniCom AB (publ) ("InfiniCom"), who became an owner
of more than ten percent of the Company's  Common Stock during such fiscal year,
did not file a report  on Form 3 on a timely  basis.  However,  since the end of
such fiscal year, InfiniCom has filed its report on Form 3.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The  following  table  sets  forth  compensation  earned,  whether  paid or
deferred,  during the fiscal years ended December 31, 1999, 1998 and 1997 by the
Company's  Chief  Executive  Officer and the  Executive  Officers of the Company
whose compensation was $100,000 or greater during the fiscal year ended December
31, 1999.
<PAGE>

<TABLE>
<CAPTION>
                                                         Annual              Long-Term Compensation
                                                      Compensation                  Awards

                                                                            Restricted     Securities      All Other
                                                 Salary           Bonus       Stock        Underlying     Compensation
Name and Principal      Position           Year         ($)        ($)      Awards ($)     Options (#)         ($)
----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>      <C>          <C>          <C>          <C>             <C>
Martin Clarke(1)        President and       1999     $165,984     $ --         $ --         $ --            $19,672
                        Chief Executive     1998     $143,105     $ --         $ --         $ --            $37,215
                        Officer             1997     $ 95,200     $ --         $ --         $ --            $30,437

Michael Neame(2)        Chief Financial     1999     $166,869     $ --         $ --         $ --            $19,672
                        Officer and         1998     $116,950     $ --         $ --         $ --            $28,851
                        Secretary           1997     $ 66,667     $ --         $ --         $ --            $21,639

Rand Bleimeister(3)     Chairman of         1999     $  3,741     $ --         $ --         $ --            $ --
                        the Board,          1998     $132,695     $ --         $ --         $ --            $ --
                        Chief Executive     1997     $ 56,344     $ --         $ --         $350,000        $ --
                        Officer and
                        Chief Financial
                        Officer

(1)  Mr. Clarke was appointed as President and Chief  Executive  Officer of the Company on March 17, 2000. Mr.  Clarke's
     annual  compensation  amounts relate to compensation paid by 24STORE and its subsidiaries for the periods indicated
     prior to the reverse acquisition of the Company by InfiniCom AB.

(2)  Mr. Neame's annual compensation amounts relate to compensation paid by 24STORE and its subsidiaries for the periods
     indicated prior to the reverse acquisition of the Company by InfiniCom AB.

(3)  Mr.  Bleimeister joined the Company on September 2, 1997 and thus his compensation for 1997 reflects a partial year
     of service. As the Company commenced its Chapter 11 proceedings in July of 1998, Mr. Bleimeister's compensation for
     1998 reflects a partial year of service.  However,  during the latter half of 1998 and during 1999 Mr.  Bleimeister
     was  compensated  at the hourly rate of $125 for the first 10 hours of the week and $105 per hour for any hour over
     ten for services rendered in connection with the Chapter 11 case. Thus, Mr.  Bleimeister's 1998 salary reflects his
     partial salary plus the consulting fees earned throughout the remainder of the year. Mr. Bleimeister  resigned from
     all positions with the Company on January 14, 2000.
</TABLE>

Option Grants in Last Fiscal Year

     The Company did not grant any options during the last fiscal year.

ITEM 12. BENEFICIAL  OWNERSHIP OF COMMON STOCK BY CERTAIN  BENEFICIAL OWNERS AND
         MANAGEMENT.

     The  following  table sets forth  information,  as of  February  13,  2001,
concerning  the  Common  Stock of the  Company  beneficially  owned  (i) by each
director and each Named Executive Officer of the Company,  (ii) by all directors
and executive  officers of the Company as a group and (iii) by each  stockholder
known  by  the  Company  to be the  beneficial  owner  of  more  than  5% of the
outstanding  Common Stock. The beneficial owners named have, to the knowledge of
the  Company,  sole  voting and  dispositive  power  with  respect to the shares
beneficially owned, subject to community property laws where applicable.

<TABLE>
<CAPTION>
                                                                            Shares Beneficially Owned
Name and Address                                                               Shares        Percent
<S>                                                                         <C>                <C>
InfiniCom AB (publ)
Gustavslundsvagen 151A
S-16751 Bromma
Sweden.................................................................     67,335,910         78.8

Rand Bleimeister
1800 Century Park East
Los Angeles, California 90067..........................................         59,626           *

Larsake Sandin
Frensham Court, Summerfield Lane
Surrey GU10 3AN
England................................................................              0           0

Lennart Orkan
Foreningsvagen 2
SE-13237 Saltsjo-Boo
Sweden.................................................................              0           0

Akbar Seddigh
Centralvagen 18
18357 Taby
Sweden.................................................................              0           0
<PAGE>

Martin Clarke
Kingston
Reading Road North
Fleet
Hampshire
GU13 8RR
United Kingdom.........................................................      4,953,455          5.8

Michael Neame
21 Archery Fields
Odiham, Hook
Hampshire
RG29 1AE
United Kingdom.........................................................      4,953,455          5.8

All executive officers and directors as a group (6 persons)............      9,966,536         11.7

*    Less than one percent.
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On May 6, 1999,  Michael Neame  ("Neame") and Martin Clarke  ("Clarke")  sold to
24STORE  100%  of the  outstanding  capital  stock  of  each  of  the  companies
comprising the UK Group. In connection with, and as partial  consideration  for,
the foregoing  sale,  InfiniCom  issued a promissory  note in favor of Neame and
Clarke which was secured by a lien on the shares of LapLand,  Mobile  Planet and
Cyberia. On March 31, 2000, the Company,  InfiniCom,  24STORE,  Neame and Clarke
agreed to restructure the foregoing debt, along with certain other  intercompany
debt then  outstanding  between  InfiniCom and 24STORE.  In connection  with the
restructuring,  the Company issued to each of Neame and Clarke  4,953,455 shares
of the Company's Common Stock and certain debt obligations  relating to the sale
of the UK Group were discharged.  Neame and Clarke were each granted put options
by InfiniCom  whereby Neame and Clarke were given the right to require InfiniCom
to purchase from Neame and/or  Clarke the shares of the  Company's  Common Stock
acquired by them in the restructuring subject to certain terms and conditions.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)  Financial Statements, Financial Statement Schedules and Exhibits

     (1)  Financial Statements

          The financial  statements  listed below and included under Item 8, are
          filed as part of this report.

          Consolidated Financial Statements of Scoop, Inc.

          (i)  Independent Auditors' Report

          (ii) Consolidated  Balance  Sheet at December 31,  1999,  December 31,
               1998 and December 31, 1997

          (iii)Consolidated  Statement  of Income  (Operations)  for each of the
               four years ended December 31, 1999

          (iv) Consolidated Statement of Shareholders' Equity (Deficit) for each
               of the four years ended December 31, 1999

          (v)  Consolidated  Statement  of Cash Flows for each of the four years
               ended December 31, 1999

          (vi) Notes to the Conslidated Financial Statements

          Consolidated Financial Statements of Lapland Group

          (i)  Independent Auditors' Report

          (ii) Consolidated  Balance Sheet at March 31, 1999,  December 31, 1998
               and December 31, 1997

          (iii)Consolidated  Statement  of Income  (Operations)  for each of the
               two years  ended  December  31, 1998 and the three  months  ended
               March 31, 1999 (unaudited)

          (iv) Consolidated Statement of Shareholders' Equity (Deficit) for each
               of the two years ended  December  31,  1998 and the three  months
               ended March 31, 1999 (unaudited)

          (v)  Consolidated  Statement  of Cash  Flows for each of the two years
               ended December 31, 1998 and the three months ended March 31, 1999
               (unaudited)

          (vi) Notes to the Conslidated Financial Statements

          Scoop,  Inc.  Unaudited  Pro Forma  Condensed  Consolidated  Financial
          Information

          (i)  Consolidated  Balance Sheet at March 31, 1999 (For Acquisition of
               UK Group)

          (ii) Consolidated  Statement of Operations for the periods ended March
               31, 1999 and December 31, 1998 (For Acquisition of UK Group)

          Scoop, Inc. Unaudited Quarterly Financial Information

          (i)  Consolidated Balance Sheets at September 30, 1999, June 30, 1999,
               March 31, 1999 and September 30, 1998

          (ii) Consolidated  Statements of Operations for the three months ended
               March 31, 1999 and March 31, 1998,  for the six months ended June
               30,  1999  and  June  30,  1998  and for the  nine  months  ended
               September 30, 1999, September 30, 1998 and September 30, 1997

          (iii)Consolidated  Statements of Cash Flows for the three months ended
               March 31, 1999 and March 31, 1998,  for the six months ended June
               30,  1999  and  June  30,  1998  and for the  nine  months  ended
               September 30, 1999, September 30, 1998 and September 30, 1997

     (2)  Financial Statement Schedules

          All  schedules   have  been  omitted   because  either  they  are  not
          applicable,  not  required  or because  the  information  required  is
          included in the consolidated financial statements, including the notes
          thereto.

(b)  Exhibits


 Exhibit Number                                              Description

     2.1            Second Amended Plan of  Reorganization of Scoop, Inc. (Filed
                    as Exhibit 2.1 to the Company's  Current  Report on Form 8-K
                    (filed  April  5,  2000)  and  incorporated  herein  by this
                    reference).

     2.2            Stock  Purchase  Agreement,  dated  as of  April  23,  1999,
                    between  InfiniCom AB and Scoop,  Inc. (Filed as Exhibit 2.2
                    to the Company's  Current Report on Form 8-K (filed April 5,
                    2000) and incorporated herein by this reference).

     2.3            Agreement,  dated as of November 1, 1999,  between InfiniCom
                    AB and Scoop,  Inc.  (Filed as Exhibit 2.3 to the  Company's
                    Current  Report  on Form  8-K  (filed  April  5,  2000)  and
                    incorporated herein by this reference).

     3.1*           Certificate of Incorporation of the Company.

     3.2*           Certificate of Amendment of the Certificate of Incorporation
                    of the Company.

     3.3*           Bylaws of the Company.

     3.4*           Certificate of Amendment of the Bylaws of the Company.

     4.1            Form of Common  Stock  Certificate  (Filed as Exhibit 4.1 to
                    the   Company's   Registration   Statement   on  Form   SB-2
                    (Registration No. 333-15129) and incorporated herein by this
                    reference).

     10.1*          Service  Agreement   dated   May 6,  1999   between  24STORE
                    Limited and Martin Clarke.

     10.2*          Service  Agreement   dated   May 6,  1999  between   24STORE
                    Limited and Michael John Neame.

     10.3*          Lease  Agreement dated December 16, 1996 between Betokem AS,
                    as   Lessor,   and  Compo   Data  AS,  as  Lessee   (English
                    Translation)

     10.4*          Invoice Discounting Agreement dated October 10, 1996 between
                    Mobile  Planet  Limited  and  Lombard  Natwest   Discounting
                    Limited.

     10.5*          Invoice Discounting Agreement dated October 10, 1996 between
                    Lapland  U.K.   Limited  and  Lombard  Natwest   Discounting
                    Limited.

     10.6*          Advice of Borrowing Terms dated  September 25,  1997 between
                    National Westminster Bank PLC and Cyberia (UK) Limited.

     21*            List of Subsidiaries of the Company.

*    filed herewith

(c)  Current Reports on Form 8-K

     None
<PAGE>

                                   SIGNATURES

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

SCOOP, INC.


By: /s/ Lennart Orkan
   ------------------------------------
    Name:   Lennart Orkan
    Title:  Chairman of the Board

Date:  February 21, 2001

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


By: /s/ Martin Clarke
   ------------------------------------
    Name:   Martin Clarke
    Title:  President and
            Chief Executive Officer


By: /s/ Michael Neame
   ------------------------------------
    Name:   Michael Neame
    Title:  Chief Financial Officer and
            Principal Accounting Officer


By: /s/ Lennart Orkan
   ------------------------------------
    Name:   Lennart Orkan
    Title:  Director, Chairman of
            the Board


By: /s/ Larsake Sandin
   ------------------------------------
    Name:   Larsake Sandin
    Title:  Director


By: /s/ Akbar Seddigh
   ------------------------------------
    Name:   Akbar Seddigh
    Title:  Director