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 September 30, 1999

                                       Or

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

For the transition period from  _____________________________________  to

------------------------------------------------------------------------------

Commission File Number: 0-26093

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

 Nevada   88-0382813   (State  or  other   jurisdiction  of   incorporation   or
organization) (IRS E.I.N.)


        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 October 31, 1999, the registrant had a total of 12,479,702 common shares
   outstanding.

<PAGE>





                      SITE2SHOP.COM, INC. and Subsidiaries

                              Index to Form 10-QSB

                               September 30, 1999


PART I.   FINANCIAL INFORMATION
                                                                           Page
 Item 1.  Condensed Consolidated Financial Statements (Unaudited)

  Condensed Balance Sheets at December 31, 1998 and September 30, 1999        3

  Condensed Consolidated Statements of Operations for the nine months
   and three months ended September 30, 1998 and September 30, 1999            4

  Condensed Consolidated Statements of Cash Flows for the nine months
   ended September 30, 1998 and September 30, 1999                             5

  Notes to Condensed Consolidated Financial Statements                    6 -  8

 Item 2.  Management's Discussion and Analysis or Plan of Operation       9 - 12

PART II.  OTHER INFORMATION
 Item 2. Changes in Securities                                                13
 Item 5. Other Matters                                                        13
 Item 6. Exhibits and Reports on Form 8-K                                     13













                                        2

<PAGE>

<TABLE>

                      SITE2SHOP.COM, INC. and Subsidiaries

                      Condensed Consolidated Balance Sheets
<CAPTION>

                                                                          December 31,  September 30,
                                                                              1998          1999
                                                                          ------------  -------------
                                                                            (Audited)     (Unaudited)

                                Assets
Current assets:
<S>                                                                       <C>            <C>
   Cash and cash equivalents...........................................   $    41,802    $ 1,274,925
   Accounts receivable, net of allowance for doubtful accounts
    of $429,118 at December 31, 1998 and $43,335 at
    September 30, 1999 ................................................       634,052      1,471,566
   Inventory ..........................................................            --         40,265
   Prepaid and other current assets ...................................       136,423        220,040
                                                                           -----------    -----------
          Total current assets ........................................       812,277      3,006,796

Equipment and leasehold improvements, net  ............................       306,178        688,492

Note receivable- related party ........................................        87,000         97,000

Other assets ..........................................................        30,995        153,409
                                                                           -----------    -----------
                 Total assets .........................................   $ 1,236,450    $ 3,945,697
                                                                           ===========    ============

                 Liabilities and stockholders' deficit Current liabilities:
   Bank overdraft .....................................................   $    89,098    $        --
   Accounts payable and accrued expenses ..............................       295,427        838,619
   Deferred income taxes payable ......................................       924,000      1,142,000
   Capital lease obligations- current portion .........................        29,134        209,118
   Deferred revenue ...................................................     2,640,378      2,931,847
                                                                           -----------    -----------
             Total current liabilities ................................     3,978,037      5,121,584

Capital lease obligations .............................................        20,465          5,633

Stockholders' deficit:
   Common stock, $.001 par value:
    Authorized 150,000,000 shares; Issued and outstanding,
    11,391,400 at December 31, 1998 and 12,479,702 shares
    at September 30, 1999 .............................................        11,391         12,480
   Additional paid-in capital .........................................       305,233      1,589,863
   Accumulated deficit ................................................    (3,078,676)    (2,783,863)
                                                                           -----------    -----------
      Total stockholders' deficit .....................................    (2,762,052)    (1,181,520)
                                                                           -----------    -----------
     Total liabilities and stockholders' deficit ......................   $ 1,236,450    $ 3,945,697
                                                                           ===========    ===========
</TABLE>



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

                                           3
<PAGE>

<TABLE>

                      SITE2SHOP.COM, INC. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




<CAPTION>

                                                Nine months ended            Three months ended
                                                  September 30,                  September 30,
                                                ------------------           ------------------
                                                 1998           1999           1998            1999
                                             -----------    -----------    -------------   ------------
<CAPTION>


<S>                                        <C>             <C>            <C>             <C>
Net revenues ...........................   $  4,573,933    $  7,375,220   $  2,360,595    $  2,534,292

Cost of revenues .......................      1,075,005       1,680,076        415,382         615,394
                                             -----------     -----------    -----------     -----------
Gross margin ...........................      3,498,928       5,966,606      1,945,213       1,918,898

Selling expenses .......................      1,485,852       2,186,316        812,155         911,907
General and administrative expenses ....      2,675,320       3,022,889      1,678,514       1,354,501
                                             -----------     -----------    -----------     -----------
                                              4,161,172       5,209,205      2,490,669       2,266,408
                                             -----------     -----------    -----------     -----------

Operating income (loss) ................       (662,244)        485,939       (545,456)       (347,510)
Income taxes (benefit) .................        239,000         218,000        267,000        (114,000)
                                             -----------     -----------    -----------     -----------
Net income (loss) ......................   $   (901,244)   $    267,939   $   (812,456)   $   (233,510)
                                            ============     ===========    ===========     ===========

Net income (loss) per share- basic .....   $      (0.09)   $       0.02   $      (0.07)   $      (0.02)
                                            ============     ===========     ==========     ===========
Net income (loss) per share- diluted ...   $      (0.09)   $       0.02   $      (0.07)   $      (0.02)
                                            ============     ===========     ==========     ===========

Weighted average number of shares
   outstanding- basic  .................      10,489,481      12,130,681     11,382,976      12,479,702
                                              ==========      ==========     ==========      ==========
Weighted average number of shares
   outstanding- diluted ................      10,489,481      12,283,611     11,382,976      12,479,702
                                              ==========      ==========     ==========      ==========
</TABLE>
















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

                                           4
<PAGE>

<TABLE>

                      SITE2SHOP.COM, INC. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>

                                                                    Nine months ended September 30,
                                                                    -------------------------------
                                                                            1998         1999
                                                                      ------------   ------------
Operating activities
<S>                                                                   <C>            <C>
Net income (loss) ................................................    $  (901,244)   $   267,939
Adjustments to reconcile net income (loss) to net cash provided by
 operating activities:
 Depreciation and amortization.....................................        65,585         95,660
 Provision for deferred income taxes (benefit) ....................       239,000        218,000
 Stock options issued for service .................................            --         68,750
 Amortization of deferred compensation ............................            --         87,231
 Changes in operating assets and liabilities:
  Accounts receivable .............................................       355,519       (837,514)
  Inventory .......................................................            --        (40,265)
  Prepaid expenses and other current assets  ......................       (29,375)        (7,642)
  Other assets ....................................................        (5,712)       (41,777)
  Accounts payable and accrued expenses ...........................       (44,240)       543,192
  Deferred revenue ................................................       247,528        291,469
                                                                        ----------     ----------
Net cash provided by (used in) operating activities ...............       (70,119)       645,043
                                                                        ----------     ----------

Investing activities
Capital expenditures ..............................................       (79,846)      (244,124)
Note receivable- related party ....................................            --        (10,000)
                                                                        ----------     ----------
Net cash used in investing activities .............................       (79,846)      (254,124)
                                                                        ----------     ----------

Financing activities
Proceeds from sale of common stock ................................       250,000      1,000,000
Bank overdraft ....................................................            --        (89,098)
Repayment of capital lease obligations  ...........................       (37,930)       (68,698)
                                                                        ----------     ----------
Net cash provided by financing activities .........................       212,070        842,204
                                                                        ----------     ----------

Net increase (decrease) in cash and cash equivalents ..............        62,105      1,233,123
Cash and cash equivalents, beginning of period ....................        87,903         41,802
                                                                        ----------     ----------
Cash and cash equivalents, end of period ..........................   $   150,008    $ 1,274,925
                                                                        ==========     ==========

Supplemental  disclosures of cash flow  information  Cash paid during the period
for:
   Interest .......................................................   $     7,364    $     5,675
                                                                        ==========     ==========
   Taxes ..........................................................   $     2,495    $     1,531
                                                                        ==========     ==========

Non-cash financing activities:
   Common stock issued for acquisition ............................   $     1,366    $        --
                                                                       ===========      =========
   Common stock issued for future services ........................   $        --    $   243,844
                                                                       ===========      =========
   Reacquisition of common stock ..................................   $        --    $    26,875
                                                                       ===========      =========
   Capitalized equipment lease- related party .....................   $        --    $   233,850
                                                                       ===========      =========
</TABLE>


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

                                          5
<PAGE>



                      SITE2SHOP.COM, INC. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
                               September 30, 1999

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 nine-month
period ended  September 30, 1999 are not  necessarily  indicative of the results
that  may be  expected  for the  year  ended  December  31,  1999.  For  further
information, refer to the financial statements and footnotes thereto included in
the Site2Shop.Com, Inc. ("Site2Shop.Com" or the "Company") and Tricom Pictures &
Productions,  Inc.  ("Tricom")  respective audited financial  statements for the
year ended December 31, 1998.

     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  former  Tricom
stockholders  owned  96.8% of the shares of common  stock of the Company and the
transaction  is  considered  to  be a  reverse  acquisition  whereby  Tricom  is
considered to be the  accounting  acquirer.  As both companies were under common
control,  the  combination  of the two  companies is deemed to be a purchase and
accounted  for "as if" pooling of  interests,  whereby the  combined  assets and
liabilities  are recorded on an  historical  basis.  Accordingly,  the Unaudited
Consolidated  Statement of  Operations  for the nine months ended  September 30,
1998  reflect  the  operations  of Tricom for the nine months then ended and the
operations  of the Company for the period of July 1, 1998 through  September 30,
1998 as the Company did not engage in  operations  until such time.  The audited
Consolidated  Balance Sheet as of December 31, 1998 has been restated to reflect
the combined balance sheets of both companies as of December 31, 1998 and giving
effect to the issuance of 10 million shares of Common Stock of the Company as of
January 1, 1998.

2. SIGNIFICANT EVENTS

     During the period of January 15, 1999  through  April 6, 1999,  the Company
issued  1,000,800  shares of common stock to 29 investors for gross  proceeds of
one  million  dollars in  connection  with an  offering  pursuant to Rule 504 of
Regulation D of the Securities Act of 1933 as amended.

                                        6
<PAGE>


                      SITE2SHOP.COM, INC. and Subsidiaries
         Notes to Condensed Consolidated Financial Statements- Continued
                                   (Unaudited)
                               September 30, 1999

2. SIGNIFICANT EVENTS- (Continued)

     On April 1, 1999, the Company issued options to the Executive  Officers and
nine employees (as an incentive to remain with the Company) to purchase  850,000
shares of common  stock of the  Company.  The  options  (800,000)  issued to the
Executive  Officers  vested upon  issuance and were issued at an exercise  price
equal to the fair market value at the time of grant. The options (50,000) issued
to the employees  vest upon  completion of 24 months of continuous  service from
date of grant and were  issued  at an  exercise  price of less than fair  market
value on the date of grant.  The  compensation  expense  recorded on the date of
grant approximated $68,000. All options expire on March 31, 2004.

     During the period of April 6, 1999  through  April 18,  1999,  the  Company
issued  100,000 shares of its common stock,  in aggregate,  to two attorneys and
two  consultants  for services to be rendered over a period  ranging from one to
four years from the respective dates of issuance.  The aggregate market value of
the issued  shares  based on the fair market  value on the date of issuance  was
$244,000.

3. RELATED PARTY TRANSACTIONS

     As of February 1, 1999, the Company  advanced $97,000 to a company which is
67% owned by two  Executive  Officers of the  Company at 8% per annum.  Payments
commence on August 1, 1999 and for 59 consecutive  months  thereafter,  with the
full principal payment due with the last interest payment.

     On  September  1, 1999,  the Company  entered  into an  agreement  to lease
$234,000 of television  production  equipment  from a  Corporation  owned by two
executive  officers  of the  Company.  The  lease is for a period  of one  year,
requiring monthly payments of $18,582  (inclusive of interest at 13.5% per annum
and sales tax).  The Company may prepay the  purchase of the  equipment  for its
residual value at the end of the lease of $23,400.

4. RECAPITALIZATION

     On February 23, 1999 the Company  affected a 1 for 10 reverse  stock split.
All  outstanding  shares  and per share  amounts  included  in the  accompanying
financial  statements  have been  retroactively  adjusted to reflect the reverse
stock split.

5. SEGMENT INFORMATION

     SFAS No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information", which supersedes SFAS No. 14, "Financial Reporting for Segments of
a Business Enterprise",  establishes standards for the way that public companies
report information about operating  segments in annual financial  statements and
requires  reporting of selected  information about operating segments in interim
financial  statements  issued to the public.  It also establishes  standards for
disclosures  regarding  products  and  services,   geographic  areas  and  major
customers.  SFAS No. 131 defines  operating  segments as components of a company
about which  separate  financial  information  is  available  that is  regularly
evaluated by management  in deciding how to allocate  resources and in assessing
performance.  The Company  believes it operates in one  business  and  operating
segment and that adoption of SFAS No. 131 will not have a material impact on the
Company's financial statements.

                                         7
<PAGE>

                      SITE2SHOP.COM, INC. and Subsidiaries
         Notes to Condensed Consolidated Financial Statements- Continued
                                   (Unaudited)
                               September 30, 1999

6. NET INCOME PER SHARE

     Net  income  per share has been  computed  by  dividing  net  income by the
weighted  average number of shares of common stock  outstanding and common stock
equivalents (diluted) outstanding during the periods, retroactively adjusted for
the reverse stock split.

7. SUBSEQUENT EVENT

     On October 10, 1999 the Company  issued  options to the Executive  Officers
and 69  employees  (as an  incentive  to remain  with the  Company)  to purchase
1,442,635  shares  of common  stock of the  Company.  The  options  vested  upon
completion 24 months of employment  from the date of grant and were issued at an
exercise price equal to the fair market value at the time of grant.  All options
expire on October 9, 2005.

                                        8
<PAGE>


                      SITE2SHOP.COM, INC. and Subsidiaries

   PART I. ITEM 2- MANAGEMENT'S DISCUSSION and ANALYSIS or PLAN of OPERATIONS

                               SEPTEMBER 30, 1999
                                   (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,  the
Company's Audited  Consolidated  Financial  Statements and Notes thereto for the
year  ended  December  31,  1998  and  Tricom  Pictures  &  Productions,  Inc.'s
("Tricom") Audited Financial Statements and the Notes thereto for the year ended
December 31, 1998.

   Overview

     The Company is engaged in the  marketing,  production and  distribution  of
television programs.  The Company produces both educational half-hour television
programs through its wholly owned subsidiary,  Tricom and half-hour shop-at-home
television programming through the Site2Shop.com TV program of its Site2Shop TV,
Inc.  ("Site2Shop")  subsidiary.   All  programs  are  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 are also sold through the Company's website,  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 NINE MONTHS ENDED  SEPTEMBER 30, 1999 TO THE NINE MONTHS
     ENDED SEPTEMBER 30, 1998.

     The  nine  months  ended  September  30,  1999  reflect  the   consolidated
operations of the Company inclusive of the operations of Tricom since January 1,
1999 as a result of the merger of the two common controlled  entities in

                                           9

<PAGE>


February 1999.  The nine months ended  September 30, 1998 reflect the operations
of Tricom since January 1, 1998 and the Company's operations for the three month
period  ended  September  30, 1998 as the Company did not  commence  significant
operations until July 1, 1998.

     Net Revenues in 1999 were  $7,375,000,  an increase of  $2,801,000 or 61.2%
over the same period in 1998.  The  increase is  attributable  to an increase in
shop-at-home  television  revenues of $4,220,000,  $148,000 of internet  product
sales and  $19,000  of retail  store  sales,  for the  period  and a decline  in
educational  television revenues ($1,586,000) as a result of Tricom's commitment
of effort,  manpower and resources to the production of  Site2Shop's  television
programming.  At September 30, 1999, the Company's backlog (signed contracts for
which the Company has not performed any services and customer payment has yet to
be received) totaled $1,529,000 as compared to $791,000 at September 30, 1998.

     Cost of Revenues  increased to $1,680,000,  or 56.3% and decreased to 22.8%
of net revenues in 1999 from  $1,075,000  and 23.5% of net revenues in 1998. The
increase in expenses  are  attributable  to an  increase in  television  airtime
($155,000) and talent ($24,000) in order to meet the production  requirements of
shop-at-home television programming. Additionally, the Company incurred expenses
in 1999  totaling  $205,000,  which  primarily  related to the cost of  products
(featured on shop-at-home  television  programming) sold on the internet and the
Company's retail store.

     Selling Expenses were $2,186,000  during 1999, an increase of $700,000 from
1998.  Selling  expenses in 1999 were 29.6% of net revenues as compared to 32.5%
in 1998.  Shop-at-home television programming selling expenses in 1999 increased
by $958,000 as a result of  establishing  a sales  infrastructure  necessary  to
develop  and  generate  sales.   Educational   television  programming  expenses
decreased  by $258,000  as a result of the decline in the number of  educational
television programming contracts written in 1999.

     General & Administrative  Expenses were $3,023,000 during 1999, an increase
of $348,000 from 1998. These expenses  constituted 41.0% of net revenues in 1999
as compared to 58.5% in 1998.  Incremental  shop-at-home  television programming
expenses for 1999 totaled $249,000,  primarily  consisting of salaries and wages
and  professional  and  other  fees  incurred   inherent  with  being  a  public
corporation ($100,000).

    COMPARISION of the THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THE THREE MONTHS
      ENDED SEPTEMBER 30, 1998.

     Net Revenues in 1999 were $2,534,000,  an increase of $174,000 or 7.4% over
the same  period  in 1998.  The  increase  is  attributable  to an  increase  in
shop-at-home  television  programming  revenues  of  $1,302,000,   $53,000  from
internet  product sales and $6,000 from retail store sales for the period and an
decrease in  revenues  at Tricom  ($1,187,000)  as a result of a  commitment  of
effort,  manpower and  resources to the  production of  shop-at-home  television
programming.

     Cost of Revenues increased to $615,000,  or 48.2% and increased to 24.3% of
net  revenues  in 1999 from  $415,000  and 17.6% of net  revenues  in 1998.  The
increase  in  expenses  are  attributable  to an  increase  in salary  and wages
($50,000),  television airtime ($17,000) and talent ($42,000) at Tricom in order
to meet the production  requirements  of  shop-at-home  television  programming.
Additionally,  expenses  which  are  primarily  related  to  the  cost  products
(featured on shop-at-home  television  programming) sold on the internet and the
Company's retail store totaled $39,000.

                                       10
<PAGE>

     Selling  Expenses were  $912,000  during 1999, an increase of $100,000 from
1998.  Selling  expenses in 1999 were 36.0% of net revenues as compared to 34.4%
in 1998. Selling expenses associated with shop-at-home television programming in
1999 were $311,000 as a result of establishing a sales infrastructure  necessary
to develop and generate sales.

     General & Administrative  Expenses were $1,355,000  during 1999, a decrease
of $324,000 from 1998. These expenses  constituted 53.4% of net revenues in 1999
as compared to 71.1% in 1998. Incremental  shop-at-home  television expenses for
1999 totaled $255,000, primarily consisting of salaries and wages ($114,000) and
professional  and other fees incurred  inherent with being a public  corporation
($32,000).  Additionally,  officers'  compensation  ($474,000)  and  educational
television programming expenses ($105,000) decreased in 1999.

   Liquidity and Capital Resources

     The nine months  ended  September  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 nine  months  ended  September  30,  1998  reflect  the
operations and cash flows of Tricom since January 1, 1998 and the operations and
cash flows of the Company,  for the three months ended September 30, 1998 as the
Company did not commence significant operations until July 1, 1998.

     The Company generated $645,000 from operating activities in 1999 as opposed
to  utilizing  $70,000  during the same period in 1998.  The increase in 1999 is
attributable  to net income of $268,000 (as opposed to a net loss of $901,000 in
1998), an increase in deferred income taxes payable ($218,000), accounts payable
($543,000) and deferred  revenues  ($291,000)  offset by an increase in accounts
receivable  ($838,000).  Cash used in financing  activities  totaled $254,000 in
1999 and $80,000 in 1998 primarily as a result of capital expenditures  relating
to the upgrade of computer  hardware and software in order to promote  operating
efficiency  and  addressing  Year 2000  compliance.  Cash generated by financing
activities  in 1999  totaled  $842,000  whereas  cash  provided in 1998  totaled
$212,000.  During the period of January  15,  1999  through  April 6, 1999,  the
Company  issued  1,000,800  shares of  common  stock to 29  investors  for gross
proceeds of one million dollars in connection with an offering  pursuant to Rule
504 of  Regulation  D of the  Securities  Act of 1933 as  amended.  Cash used in
financing  activities in 1999 was for the  repayment of a net bank  overdraft of
($89,000) and repayment of capital lease obligations ($69,000).

     Although the Company had a working  capital  deficiency of $2,115,000 and a
stockholders'  deficit of $1,182,000 at September 30, 1999, the Company believes
that cash and cash  equivalents  and cash  generated  from its current  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 / or 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.


   Year 2000 Compliance

     The Company continues to address the impact of the Year 2000 issue upon its
business.  The Year 2000 issue is the result of computer  hardware  and software
programs  designed  to use two  digits  rather  than four  digits to define  the
applicable  year. If not corrected,  certain  computer  applications may fail or
create erroneous results at the year 2000.

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     The Company has performed a comprehensive review of its computer systems to
identify those systems which could be adversely affected by the Year 2000 issue.
The Company  presently  believes  that with  modifications  and/or  upgrading to
existing  hardware and software and  conversion to new  software,  the Year 2000
problem  will not  pose a  significant  operational  problem  for the  Company's
computer systems as modified, upgraded and converted.  Additionally, the Company
is  in  the  process  of  communicating  with  suppliers,  customers,  financial
institutions  and others with whom it conducts  business  transactions to assess
whether they are Year 2000  compliant.  At this time,  the company has not found
nor is  aware  of any  material  deficiencies  in  any  significant  customer's,
vendor's or financial institution's computer operations.

     The Company  replaced  substantial  portions of its  computer  hardware and
software  during 1999,  as it  integrated  operations  of Tricom.  To date,  the
Company  has  spent  $148,000  toward  evaluating,   modifying,   upgrading  and
converting  existing  computer  hardware and software and  anticipates  that the
total expenditure associated with the Year 2000 issue will approximate $160,000.
Costs to address Year 2000 issues with third  parties  have not been  estimated,
though the Company  expects  that a  substantial  portion of such costs would be
borne by the respective parties.

     The  Company  has  completed  testing of all  modifications,  upgrades  and
conversions.  Based on the  results  to-date  of the  Company's  review  and the
modifications,  upgrades and conversions already undertaken, management does not
believe  that the Year 2000 issue will have a materially  adverse  impact on the
Company's operations, liquidity or financial condition nor is a contingency plan
warranted at this time. However, under a "worst case scenario",  an interruption
of  telecommunications  services for an extended period of time could impede the
Company from  garnering new business,  thus having a material  adverse effect on
the Company's operations and financial condition.

   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
"Management's  Discussion  and Analysis or Plan of  Operation"  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.

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                           PART II. OTHER INFORMATION

Item 2. Changes in Securities

     During the period of January 15, 1999  through  April 6, 1999,  the Company
issued  1,000,800  shares of common stock to 29 investors for gross  proceeds of
one  million  dollars in  connection  with an  offering  pursuant to Rule 504 of
Regulation D of the Securities Act of 1933 as amended.

     During the period of April 6, 1999  through  April 18,  1999,  the  Company
issued  100,000 shares of its common stock,  in aggregate,  to two attorneys and
two  consultants  for services to be rendered over a period  ranging from one to
four years from the respective dates of issuance.  The aggregate market value of
the issued  shares  based on the fair market  value on the date of issuance  was
$244,000.

Item 5. Other Information

     On February 23, 1999 the Company affected a 1 for 10 reverse stock split to
all shareholders of record as of February 22, 1999.

     On April 1, 1999, the Company issued options to the Executive  Officers and
nine employees (as an incentive to remain with the Company) to purchase  850,000
shares of common  stock of the  Company.  The  options  (800,000)  issued to the
Executive  Officers  vested upon  issuance and were issued at an exercise  price
equal to the fair market value at the time of grant. The options (50,000) issued
to the employees  vest upon  completion of 24 months of continuous  service from
date of grant and were  issued  at an  exercise  price of less than fair  market
value on the date of grant.  The  compensation  expense  recorded on the date of
grant approximated $68,000. All options expire on March 31, 2004.

     On October 10, 1999 the Company  issued  options to the Executive  Officers
and 69  employees  (as an  incentive  to remain  with the  Company)  to purchase
1,442,635  shares  of common  stock of the  Company.  The  options  vested  upon
completion 24 months of employment  from the date of grant and were issued at an
exercise price equal to the fair market value at the time of grant.  All options
expire on October 9, 2005.

Item 6. Exhibits and Reports on Form 8-K

         None

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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: November 8, 1999

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