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

                                   Form 10-QSB



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

       For the quarterly period ended June 30, 2000

                                                     Or

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

For the transition period from  ________________  to  __________________________


Commission File Number:0-26093


                              SITE2SHOP.COM, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Nevada                                           88-0382813
-------------------------------         ------------------------------------
(State or other jurisdiction of         (IRS Employer Identification No.)
 incorporation or organization)


2001 West Sample Road, Suite 101, Pompano Beach, Florida          33064
------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                                 (954) 969-1010
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not applicable
--------------------------------------------------------------------------------
(Former name former address and former fiscal year,if changed since last report)


   Check  whether  the  issuer  (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes X   No
   ---    ---
As of July 31,2000,the registrant had a total of 12,514,702 common shares
 outstanding.






                               SITE2SHOP.COM, INC.

                              Index to Form 10-QSB

                                  June 30, 2000



                                                                            Page
Item 1. Condensed Consolidated Financial Statements (Unaudited)

   Condensed Balance Sheets at December 31, 1999 and June 30, 2000             3

   Condensed Consolidated Statements of Operations for the three months
       and six months ended June 30, 2000                                      4

   Condensed Consolidated Statements of Cash Flows for the six months
       months ended June 30, 2000                                              5

   Notes to Condensed Consolidated Financial Statements                   7 -  8

Item 2. Management's Discussion and Analysis or Plan of Operations        9 - 11

PART II.  OTHER INFORMATION
   Item 2. Changes in Securities                                              12
   Item 5. Other Matters                                                      12
   Item 6. Exhibits and Reports on Form 8-K                                   12



                                       2
<PAGE>

                               SITE2SHOP.COM, INC.

                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                       December 31,      June 30,
                                                                          1999             2000
                                                                      ------------      -----------
                                                                        (Audited)       (Unaudited)
                                Assets
Current assets:
<S>                                                                 <C>               <C>
 Cash and cash equivalents.....................................     $   450,157       $   554,780
 Accounts receivable, net of allowance for doubtful accounts
   of $0 and $ 80,000..........................................        1,589,438           886,560
 Inventory.....................................................           22,030             5,262
 Prepaid and other current assets..............................           62,755            99,555
                                                                     ------------      ------------
                Total current assets...........................        2,124,380         1,546,157

Equipment and leasehold improvements, net......................          935,959           939,960

Investment.....................................................               --           150,000

Other assets...................................................          113,553           131,502
                                                                     ------------      ------------
                 Total assets..................................     $  3,173,892      $  2,767,619
                                                                     ============      ============

                 Liabilities and stockholders' deficit
Current liabilities:
 Bank overdraft................................................     $    207,198      $      9,849
 Accounts payable and accrued expenses.........................          729,922           672,401
 Deferred income taxes payable.................................        1,089,000           969,000
 Capital lease obligations-current portion.....................           23,498            13,527
 Capital lease obligations- related party- current portion.....          167,182                --
 Deferred revenue..............................................        2,403,241         2,701,512
                                                                     ------------      ------------
                 Total current liabilities.....................        4,620,041         4,366,289

Stockholders' deficit:
 Common stock, $.001 par value:
  Authorized 150,000,000 shares;
  issued and outstanding, 12,479,702and 12,514,702 shares,
  respectively.................................................           12,480            12,515
 Additional paid-in capital....................................        1,515,488         1,581,665
 Deferred compensation.........................................         (107,639)         (107,866)
 Accumulated deficit...........................................       (2,866,478)       (3,084,984)
      Total stockholders' deficit..............................       (1,446,149)       (1,598,670)
                                                                     ------------      ------------
                  Total liabilities and stockholders' deficit..     $  3,173,892      $  2,767,619
                                                                     ============      ============

The accompanying notes are an integral part of the condensed consolidated financial statements.

</TABLE>



                                       3
<PAGE>


                               SITE2SHOP.COM, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>


<CAPTION>

                                            Six months ended June 30,      Three months ended June 30,
                                           ----------------------------    -----------------------------
                                                1999            2000             1999           2000
                                            ------------   ------------     ------------   ------------

<S>                                         <C>            <C>              <C>            <C>
Revenues................................    $ 4,840,928    $ 4,910,060      $ 2,669,342    $ 2,926,325

Cost of revenues........................      1,064,682      1,374,271          666,004        762,064
                                             ----------     -----------      ----------     -----------
Gross margin............................      3,776,246      3,535,789        2,003,338      2,164,261
                                             ----------     -----------      ----------     -----------

Selling expenses........................      1,274,409      1,552,911          804,852        884,333
General and administrative expenses.....      1,668,388      2,321,384          989,832      1,151,566
                                             ----------     -----------      ----------     -----------
                                              2,942,797      3,874,295        1,794,684      2,035,899
                                             ----------     -----------      ----------     -----------

Operating income (loss).................        833,449       (338,506)         208,654        128,362
Income taxes (benefit)..................        332,000       (120,000)          99,000         49,000
                                             ----------     -----------      ----------     -----------
Net income (loss).......................    $   501,449    $  (218,506)     $   109,654    $    79,362
                                             ==========     ===========      ==========     ===========

Net income (loss) per share- basic.......   $      0.04    $     (0.02)     $      0.01    $      0.01
                                             ==========     ===========      ==========     ===========
Net income (loss) per share- diluted.....   $      0.04    $     (0.02)     $      0.01    $      0.01
                                             ==========     ===========      ==========     ===========

Weighted average number of shares
   outstanding- basic....................    11,957,135     12,511,776       12,425,702     12,514,702
                                             ==========     ===========      ==========     ===========
Weighted average number of shares
   outstanding- diluted..................    11,973,131     12,511,776       12,454,649     13,085,721
                                             ==========     ===========      ==========     ===========














The accompanying notes are an integral part of the condensed consolidated financial statements.

</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>

                               SITE2SHOP.COM, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                             Six months ended June30,
                                                                         ------------------------------
                                                                               1999             2000
                                                                         ------------       -----------
Operating activities
<S>                                                                      <C>                <C>
Net income (loss)...................................................     $   501,449        $ (218,506)
Adjustments to reconcile net income (loss) to net cash provided by
 operating activities:
  Depreciation and amortization.....................................          56,793           167,408
  Provision for deferred income taxes (benefit).....................         332,000          (120,000)
  Stock options issued for services.................................          68,750               --
  Amortization of deferred compensation.............................             --             68,172
  Provision for bad debts...........................................             --             80,000
  Changes in operating assets and liabilities:
   Accounts receivable..............................................        (593,055)          622,878
   Inventory........................................................         (97,591)           16,768
   Prepaid expenses and other current assets........................         (13,748)          (70,050)
   Other assets.....................................................         (12,206)          (20,478)
   Accounts payable and accrued expenses............................          40,058           (57,521)
   Deferred revenue.................................................         239,585           148,271
                                                                          -----------        ----------
Net cash provided by operating activities...........................         522,035           616,942
                                                                          -----------        ----------

Investing activities
Capital expenditures................................................        (135,663)         (135,630)
Increase in note receivable- related party..........................         (10,000)              --
                                                                          -----------        ----------
Cash used in investing activities...................................        (145,663)         (135,630)
                                                                          -----------        ----------

Financing activities
Proceeds from sale of common stock...................................      1,000,000               --
Common stock registration fees.......................................            --             (2,187)
Cash acquired in merger..............................................          8,843               --
Decrease in bank overdraft...........................................        (97,941)         (197,349)
Repayment of capital lease obligations- related parties..............            --           (167,182)
Repayment of capital lease obligations...............................        (16,725)           (9,971)
                                                                          -----------        ----------
Net cash provided by (used in) financing activities..................        894,177          (376,689)
                                                                          -----------        ----------
Net increase (decrease) in cash and cash equivalents.................      1,270,549           104,623
Cash and cash equivalents, beginning of period.......................         41,802           450,157
                                                                          -----------        ----------
Cash and cash equivalents, end of period.............................    $ 1,312,351        $  554,780
                                                                          ===========        ==========

Supplemental disclosures of cash flow information
Cash paid during the period for:
   Interest..........................................................    $     2,779        $      925
                                                                          ===========        ==========
   Interest- related party...........................................    $       --         $    8,095
                                                                          ===========        ==========
   Taxes.............................................................    $     1,531        $    1,077
                                                                          ===========        ==========

</TABLE>


                                       5
<PAGE>

<TABLE>
<CAPTION>



                               SITE2SHOP.COM, INC.

                 CONSOLIDATED STATEMENTS OF CASH FLOWS-Continued
                                   (UNAUDITED)

                                                                             Six months ended June30,
                                                                         ------------------------------
                                                                               1999             2000
                                                                         ------------       -----------


Non-cash investing activities:
   Investment in common stock of customer in consideration of
<S>                                                                      <C>                <C>
     infomercial production fee......................................    $       --         $  150,000
                                                                          ===========        ==========
Non-cash financing activities:
   Common stock issued for acquisition...............................    $    10,000        $      --
                                                                          ===========        ==========
   Common stock issued for future services...........................    $   243,844        $   68,399
                                                                          ===========        ==========
   Reacquisition of common stock.....................................    $    26,875        $      --
                                                                          ===========        ==========



The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE>


                                       6
<PAGE>


                               SITE2SHOP.COM, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
                                  June 30, 2000

1. BASIS OF PRESENTATION AND OPERATIONS

    The  accompanying  unaudited  consolidated  financial  statements  have been
prepared in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-QSB and
Items 303 and 310(b) of Regulation S-B. Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  (consisting of normal recurring  adjustments)  considered necessary
for a fair  presentation  have been  included.  Operating  results for the three
month period and six month period  ended June 30,  2000,  respectively,  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2000. For further  information,  refer to the financial  statements
and footnotes thereto included in the Site2Shop.Com,  Inc.  ("Site2Shop.Com"  or
the  "Company")  audited  financial  statements  for the year ended December 31,
1999.

    Prior to July 1, 1998, the Company, a Nevada  corporation,  was not actively
engaged  in  revenue  generating   activities  and  lacked  substantial  assets,
liabilities  or marketable  products and services.  On July 1, 1998, the Company
commenced active  operations as a marketer of its vendors products through (i) a
half-hour shop-at-home  television program, (ii) its internet websites and (iii)
a commercial retail store.

    On February 9, 1999,  the Company  entered  into an  agreement to merge with
Tricom,  a  privately  held  Florida   corporation  engaged  in  the  marketing,
production  and  distribution  of  television  programming,  into a wholly owned
subsidiary. The stockholders of Tricom, three of whom are the Executive Officers
of the Company  and owned 71%  collectively  of the common  stock of the Company
(85% of Tricom) and five (remaining) stockholders collectively owned 5.6% of the
common stock of the Company (15% of Tricom).  Under the terms of the  agreement,
the Tricom stockholders  exchanged their shares at a ratio of 100,000 to 1 for a
total of 10 million shares. As a result of the merger, the Executive Officers of
the Company and the remaining five Tricom stockholders  collectively owned 83.1%
and 13.7%  respectively,  of the common stock of the Company.  As both companies
were under common control,  the combination of the two companies is deemed to be
a  purchase  and  accounted  for "as if" a pooling  of  interests,  whereby  the
combined  assets  and   liabilities   are  recorded  on  an  historical   basis.
Accordingly,  the audited  Balance Sheet as of December 31, 1999  represents the
financial  condition of the Company as if the merger occurred as of December 31,
1998. The unaudited  Statements of Operations for the three month period and six
month period ended June 30, 1999  respectively,  and the unaudited  Statement of
Cash Flows for the six month  period  ended June 30, 1999  reflect the  combined
operations and cash flows for the period then ended.

2. SIGNIFICANT EVENTS

    On May 2, 2000, the Company entered into an agreement  ("Agreement") with
a  corporation  to produce  and edit a 30 minute  television  infomercial  which
describes and promotes the benefits to be derived from use of the  corporation's
product, a dietary supplement for Irritable Bowel Syndrome and offer the product
for sale to the general  public.  The fee per the  Agreement is $400,000 in cash
payable at  specified  times and  $150,000  of the  corporation's  common  stock
payable within 15 days of execution of the Agreement.  Additionally, the Company
is to receive royalties from product


                                       7
<PAGE>

                               SITE2SHOP.COM, INC.
         Notes to Condensed Consolidated Financial Statements-Continued
                                   (Unaudited)
                                  June 30, 2000

2. SIGNIFICANT EVENTS- (Continued)

sales,  as defined , resulting from the infomercial and other media efforts over
a period of two years. On May 9, 2000 the Company  received 1,000, 000 shares of
the corporation's common stock, the market value of which approximated  $150,000
and is recorded as an Investment  on the Company's  balance sheet as of June 30,
2000. As the number of shares  acquired by the Company  represents less than 10%
of the  shares of common  stock  outstanding  of the  corporation,  the  Company
accounts for such investment  under the cost method of accounting.  To date, the
Company has received  $250,000 in cash payments in accordance  with the terms of
the Agreement and has recognized $225,000 in contract revenue.

    On April 3, 2000, the Company's  Board of Directors,  subject to approval by
shareholders  at the  annual  meeting  increased  the number of shares of common
stock  available for option under the 1998  Employee  Stock Option Plan ("Plan")
from 3,000,000  million  shares to 5,000,000  shares.  In addition,  the Company
registered  the 5,000,000  shares of common stock with United States  Securities
and Exchange  Commission on May 1, 2000. As of June 30, 2000, no options granted
under the Plan had been exercised.



                                       8
<PAGE>

                               SITE2SHOP.COM, INC.

   PART I. ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

                                  June 30, 2000
                                   (UNAUDITED)




    The  following  discussion  of the results of the  operations  and financial
condition of Site2Shop.Com,  Inc.  ("Site2Shop.Com" and the "Company") should be
read  in  conjunction  with  Site2Shop.Com's  Unaudited  Condensed  Consolidated
Financial Statements and Notes thereto included elsewhere in this report and the
Company's Audited  Consolidated  Financial  Statements and Notes thereto for the
year ended December 31, 1999.

     Overview

    The Company is engaged in the  marketing,  production  and  distribution  of
television  programs.  The Company  produces  educational  half-hour  television
programs and  infomercials  through its wholly  owned  subsidiary,  Tricom,  and
half-hour shop-at-home television programming and 30- 120 second direct response
commercials  through  the  Site2Shop.com  TV program of its  Site2Shop  TV, Inc.
("Site2Shop")  subsidiary.  All programming is distributed to national audiences
through a  combination  of any and all of the  following:  ABC  affiliates,  NBC
affiliates,  CBS affiliates,  FOX  affiliates,  UPN affiliates and WB affiliates
(collectively  "network   affiliates"),   independent  television  stations  and
targeted cable networks.  Products and services featured on the Site2Shop.com TV
program and direct  response  commercials  are also sold  through the  Company's
websites,  other  e-commerce  websites  and the  Company's  retail  store at the
Pompano Square Mall, Pompano Beach, Florida.

    Part of the Company's strategy is to grow through the opening of new offices
domestically and the expansion of the number of distribution  opportunities  for
the participants on the Company's television  programs.  The Company's continued
growth may place a strain on the Company's  management,  operational,  financial
and other resources. The Company's expansion and growth plans will depend on its
ability to identify  appropriate  targets  and markets and obtain the  necessary
financing  to bring  these  plans  to  fruition.  Further,  the  success  of the
Company's  efforts will depend on its ability to identify  these  opportunities,
attract highly qualified personnel,  reduce redundancy and manage geographically
dispersed  operations.  There  can be no  assurances  that the  Company  will be
successful  in its plans of  operational  expansion  nor the  management of such
growth.

     Results of Operations

COMPARISION OF THE SIX MONTHS ENDED JUNE 30, 2000 TO THE SIX MONTHS ENDED
 JUNE 30, 1999.


    Net  Revenues in 2000 were  $4,910,000,  an increase of $68,000 or 1.4% over
the same  period in 1999.  The  increase  is  attributable  to the  increase  in
Site2Shop's  revenues  of  $574,000  for the period  primarily  as a result of a
greater  commitment  of effort,  manpower  and  resources to the  production  of
Site2Shop's  television programming offset by a decrease of $535,000 in Tricom's
television  programming  revenue  over  1999.  Due  to the  competitive  pricing
pressures  of the  marketplace,  the Company  made a  strategic  decision in the
latter  part of 1999  whereby  the  length  of each  segment  of an  educational
television  program would be reduced by approximately  40% and the insertion fee
charged  clients  was reduced  commensurately  on all new  contracts  during the
fourth quarter of 1999.  Although the time to produce such segments was reduced,
the  commitment  of  manpower to  shop-at-home  television  programming  and the
reduction in fee outweighed  the beneficial  effects of the reduction in time of
the production process. The remaining increase of $29,000 of revenues in 2000 is
primarily a result of independent  production  projects  ($23,000).  At June 30,
2000,  the  Company's  backlog  (signed  contracts for which the Company has not
performed  any  services and  customer  payment has yet to be received)  totaled
$2,019,000  ($1,534,000  at  Site2Shop  and  $485,000  at Tricom) as compared to
$972,000 at June 30, 2000  ($514,000 at Site2Shop  and $458,000 at Tricom).  The
increase in backlog is  attributable  to an increase in the number of  contracts
that were executed during current quarter (232 in 2000 and 100 in 1999),  offset
by the decrease in the  insertion fee  associated  with  educational  television
programming contracts.

                                       9
<PAGE>

    Cost of Revenues increased to $1,374,000, or 29.1% and increased to 28.0% of
net  revenues in 2000 from  $1,065,000  and 22.0% of net  revenues in 1999.  The
increase  in  expenses  is  attributable  to an  increase  in  salary  and wages
($147,000), television airtime ($96,000) and talent ($34,000) at Tricom in order
to meet the production requirements of Site2Shop.

    Selling  Expenses were $1,553,000  during 2000, an increase of $279,000 from
1999.  Selling  expenses in 2000 were 31.6% of net revenues as compared to 26.3%
in 1999. Selling expenses at Site2Shop increased by $303,000 in 2000 as a result
of establishing a sales  infrastructure  necessary to develop and generate sales
at the two  marketing  offices  opened  during the latter  half of 1999 in south
Florida  and a third  marketing  office  in New York City  opened in the  second
quarter of 2000.

    General & Administrative  Expenses were $2,321,000  during 2000, an increase
of $571,000 from 1999. These expenses  constituted 47.3% of net revenues in 2000
as compared to 34.5% in 1999. Expenses associated with the fixed operating costs
of the three new aforementioned  marketing offices in 2000 increased by $126,000
and  salaries,  wages and benefits  associated  with  building  and  enhancing a
management   infrastructure   increased  in  2000  by  $263,000.   Additionally,
professional  fees associated  with being a public company  increased in 2000 by
$66,000.


COMPARISION OF THE THREE MONTHS ENDED JUNE 30, 2000 TO THE THREE MONTHS ENDED
 JUNE 30, 1999.

    Net Revenues in 2000 were  $2,926,000,  an increase of $257,000 or 9.6% over
the same  period in 1999.  The  increase  is  attributable  to the  increase  in
Site2Shop's  revenues  of  $384,000  for the period  primarily  as a result of a
greater  commitment  of effort,  manpower  and  resources to the  production  of
Site2Shop's  television programming offset by a decrease of $103,000 in Tricom's
television programming revenue over 1999.

    Cost of Revenues  increased to $762,000,  or 14.4% and increased to 26.0% of
net  revenues  in 2000 from  $666,000  and 25.0% of net  revenues  in 1999.  The
increase  in  expenses  is  attributable  to an  increase  in  salary  and wages
($76,000),  television  airtime  ($60,000)  at  Tricom  in  order  to  meet  the
production  requirements  of  Site2Shop  offset  by a  decrease  in the  cost of
products(promoted  on its  television  programming)  sold  at  auction  websites
operated by third parties.

    Selling  Expenses  were  $884,000  during 2000,  an increase of $79,000 from
1999.  Selling  expenses  in 2000 and 1999 were  30.2% of net  revenues  in each
respective  period.  The increase was  primarily as a result of  establishing  a
sales infrastructure  necessary to develop and generate sales at Site2Shop's two
marketing  offices  opened during the latter half of 1999 in south Florida and a
third marketing office in New York City opened in the second quarter of 2000.

    General & Administrative  Expenses were $1,152,000  during 2000, an increase
of $162,000 from 1999. These expenses  constituted 39.4% of net revenues in 2000
as compared to 37.1% in 1999. Expenses associated with the fixed operating costs
of the three new  aforementioned  marketing  offices increased by $88,000in 2000
and salaries,  wages and benefits associated with the ongoing enhancement of the
management infrastructure totaled $39,000.

                                       10
<PAGE>

Liquidity and Capital Resources

    The six months  ended June 30, 1999 reflect the  consolidated  cash flows of
the Company  inclusive of the  operations and cash flows of Tricom since January
1,  1999 as a result of the  merger of the two  common  controlled  entities  in
February 1999.

    The Company generated $617,000 from operating  activities in 2000 as opposed
to $522,000 during the same period in 1999. The increase in 2000 is attributable
to an increase in deferred revenue of $148,000 and depreciation and amortization
of $167,000,  a decrease in accounts receivable of $623,000 offset by a net loss
of $219,000 and a decrease in accounts  payable and accrued expenses of $58,000.
Cash used in investing  activities totaled $136,000 in 2000 and $146,000 in 1999
primarily as a result of the Company  investing in production  equipment in 2000
in order to  expand  its  production  capabilities  and  enhance  its  operating
efficiency.  Cash used in financing  activities in 2000 totaled $377,000 whereas
cash  provided in 1999 totaled  $894,000.  The Company,  at its option,  prepaid
during the first  quarter  of 2000 the  entire  unpaid  balance  ($110,000),  in
addition to the  scheduled  repayments of $57,000,  of the capital  master lease
payable to a related party which is 100% owned by two Executive  Officers of the
Company and who own 67% of the Company.  Additionally,  the Company  reduced its
bank overdraft by $197,000.

    Although the Company has a working  capital  deficiency of $2,820,000  and a
Stockholders'  Deficit of $1,599,000 at June 30, 2000, the Company believes that
cash and  cash  equivalents  and cash  generated  and to be  generated  from its
current  level and  future  level of  operations  to be  sufficient  to meet its
working capital  requirements  over the balance of the current year. The Company
continues to seek  opportunities  for growth  either  through the opening of new
offices, enhancing and increasing production capacity, acquisitions,  additional
distribution  channels of its shows' participants  products and services and any
and all combinations  thereof,  and in connection  therewith,  may seek to raise
cash in the form of equity,  bank debt or other debt  financing,  or may seek to
issue stock as consideration for acquisition targets.


Statement Regarding Forward-Looking Statements.

    This  Quarterly  Report  includes  "forward-looking  statements"  within the
meaning  of  Section  27A of the  Exchange  Act which  represent  the  Company's
expectations  or  beliefs  concerning  future  events  that  involve  risks  and
uncertainties,  including  but not  limited  to the  demand  for  the  Company's
products and services and the costs associated with such goods and services. All
other  statements  other than  statements  of  historical  fact included in this
Quarterly  Report  including,   without  limitation,   the  statements  under  "
Managements Discussion and Analysis or Plan of Operations" and elsewhere in this
Quarterly Report,  are  forward-looking  statements.  While the Company believes
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable,  it can give no assurance that such  expectations will prove to have
been correct.


                                       11
<PAGE>

                           PART II. OTHER INFORMATION

Item 2. Changes in Securities


         None

Item 5. Other Information

    On April 3, 2000, the Company's  Board of Directors,  subject to approval by
shareholders  at the annual  meeting,  increased  the number of shares of common
stock  available  for option  under the 1998  Employee  Stock  Option  Plan from
3,000,000 shares to 5,000,000  shares. In addition,  the Company  registered the
5,000,000  shares of common  stock with United  States  Securities  and Exchange
Commission on May 1, 2000.

Item 6. Exhibits and Reports on Form 8-K

Exhibit No.                         Description of Document
------------         -----------------------------------------------------------
  10                  Advertising Production Agreement of April 25, 2000 between
                       Tricom Pictures and Productions, Inc. and Shaman
                        Pharmaceuticals, Inc.

No Reports on Form 8-K filed during the quarter for which this report is filed.



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                                   SIGNATURES

    Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed  on  behalf  by  the
undersigned, thereunto duly authorized.


Site2Shop.Com, Inc.
(Registrant)


/s/  Mark Alfieri                            /s/  Mark Weicher
------------------                           ------------------
Mark Alfieri                                 Mark Weicher
President                                    Chief Financial Officer

Dated: August, 1, 2000

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