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, 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 of incorporation)              (IRS Employer Identification No.)


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



                               SITE2SHOP.COM, INC.

                              Index to Form 10-QSB

                                  June 30, 1999


PART I.   FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                            Page

 Item 1.  Condensed Consolidated Financial Statements (Unaudited)

<S>                                     <C> <C>           <C> <C>        <C>
   Condensed Balance Sheets at December 31, 1998 and June 30, 1999....         3

   Condensed Consolidated Statements of Operations for the three .....
      months and six months ended June 30, 1999.......................         4

   Condensed Consolidated Statements of Cash Flows for the three ....
     months and six months ended June 30, 1999.......................          5

   Notes to Condensed Consolidated Financial Statements..............     6 -  7

 Item 2.  Management's Discussion and Analysis or Plan of Operation...    8 - 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
</TABLE>


                                       2
<PAGE>

<TABLE>
                               SITE2SHOP.COM, INC.

                      Condensed Consolidated Balance Sheets
<CAPTION>

                                                                              December 31,                  June 30,
                                                                                 1998                         1999
                                                                              -------------               -------------
                                                                               (Audited)                   (Unaudited)
                                Assets
Current assets:
<S>                                                                           <C>                          <C>
   Cash and cash equivalents...............................................   $     8,843                  $ 1,312,351
   Accounts receivable, net of allowance for doubtful accounts
      of $224,000 and $0...................................................       285,343                    1,227,107
   Inventory...............................................................            --                       97,591
   Due from related party..................................................        19,099                           --
   Prepaid and other current assets........................................        81,011                      394,015
                                                                               -----------                  -----------
                Total current assets.......................................       394,296                    3,031,064

Equipment and leasehold improvements, net..................................        86,536                      385,047

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

Other assets...............................................................         7,572                       43,201
                                                                               -----------                  -----------
                 Total assets..............................................   $   488,404                  $ 3,556,312
                                                                               ===========                  ===========

                 Liabilities and stockholders' deficit
Current liabilities:
   Accounts payable and accrued expenses...................................   $   133,595                  $   335,485
   Deferred income taxes payable...........................................           --                     1,256,000
   Capital lease obligations-current portion...............................           --                        22,074
   Deferred revenue........................................................     1,263,716                    2,879,963
                 Total current liabilities.................................     1,397,311                    4,493,522

Note payable...............................................................       250,000                           --

Capital lease obligations..................................................            --                       10,800

Stockholders' deficit:
   Common stock, $.001 par value:
      Authorized 150,000,000 shares;
      Issued and outstanding, 1,391,400 and 12,479,702 shares,
         respectively......................................................         1,391                       12,480
   Additional paid-in capital..............................................       314,233                    1,839,863
   Accumulated deficit.....................................................    (1,474,531)                  (2,800,353)
                                                                               -----------                  -----------
      Total stockholders' deficit..........................................    (1,158,907)                    (948,010)
                                                                               -----------                  -----------
                  Total liabilities and stockholders' deficit..............   $   488,404                  $ 3,556,312
                                                                               ===========                  ===========




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


                                       3
<PAGE>

<TABLE>



                               SITE2SHOP.COM, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




<CAPTION>

                                                           Six months ended June 30,          Three months ended June 30,
                                                         -----------------------------      ------------------------------
                                                             1998             1999              1998               1999
                                                         -----------      -----------       ----------         -----------

<S>                                                      <C>              <C>               <C>                <C>
Net revenues..........................                   $ 2,213,338      $ 4,840,928       $  904,005         $ 2,669,342

Cost of revenues......................                       659,623        1,064,682          346,002             666,004
                                                          -----------      ----------        ----------         ----------
Gross margin.........................                      1,553,715        3,776,246          558,003           2,003,338
                                                          -----------      ----------        ----------         ----------

Selling expenses......................                       673,697        1,274,409          351,737             804,852
General and administrative expenses...                       996,806        1,668,388          577,505             989,832
                                                          -----------      ----------        ----------         ----------
                                                           1,670,503        2,942,797          929,242           1,794,684
                                                          -----------      ----------        ----------         ----------

Operating income (loss)...............                      (116,788)         833,449         (371,239)            208,654
Income taxes (benefit)................                       (28,000)         332,000         (125,000)             99,000
                                                           -----------      ----------        ---------         ----------
Net income (loss).....................                   $   (88,788)     $   501,449       $ (246,239)        $   109,654
                                                           ===========      ==========        =========         ==========

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

Weighted average number of shares
   outstanding- basic................                      10,000,000       11,957,135        10,000,000        12,425,702
                                                           ==========       ==========        ==========        ==========
Weighted average number of shares
   outstanding- diluted...............                     10,000,000       11,973,131        10,000,000        12,454,649
                                                           ==========       ==========        ==========        ==========

















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

                                       4
<PAGE>

<TABLE>
                               SITE2SHOP.COM, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                           Six months ended June 30,
                                                                          --------------------------
                                                                               1998           1999
                                                                           ----------      ---------
Operating activities
<S>                                                                       <C>             <C>
Net income (loss)...................................................      $  (88,788)     $ 501,449
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:............................................
     Depreciation and amortization..................................          52,748         95,096
     Provision for deferred income taxes (benefit)..................         (28,000)       332,000
     Stock options issued for services..............................              --         68,750
     Changes in operating assets and liabilities:
        Accounts receivable.........................................         475,022       (593,055)
        Inventory...................................................              --        (97,591)
        Prepaid expenses and other current assets...................         (10,365)       (52,051)
        Other assets................................................          10,674        (12,206)
        Accounts payable and accrued expenses.......................        (161,774)        40,058
        Deferred revenue............................................        (229,817)       239,585
                                                                           ----------     ----------
Net cash provided by operating activities...........................          19,700        522,035
                                                                            ----------     ----------

Investing activities
Capital expenditures................................................         (11,800)      (135,663)
Increase in note receivable- related party..........................              --        (10,000)
                                                                           ----------     ----------
Cash used in investing activities...................................         (11,800)      (145,663)
                                                                           ----------     ----------

Financing activities
Proceeds from sale of common stock..................................              --      1,000,000
Net bank overdraft repaid in merger.................................              --        (56,139)
Bank overdraft......................................................          15,633             --
Repayment of capital lease obligations..............................         (34,049)       (16,725)
                                                                           ----------     ----------
Net cash provided by (used in) financing activities.................         (18,416)       927,136
                                                                           ----------     ----------

Net increase (decrease) in cash and cash equivalents................         (10,516)      1,303,508
Cash and cash equivalents, beginning of period......................          87,903           8,843
                                                                           ----------     ----------
Cash and cash equivalents, end of period............................      $   77,387      $1,312,531
                                                                           ==========     ==========
Supplemental disclosures of cash flow information
Cash paid during the period for:
   Interest.........................................................      $      265      $    2,779
                                                                           ==========      =========
   Taxes............................................................      $    2,495      $    1,531
                                                                           ==========      =========
Non-cash financing activities:
   Common stock issued for acquisition..............................      $       --      $   10,000
                                                                           ==========      =========
   Common stock issued for future services..........................      $       --      $  243,844
                                                                           ==========      =========
   Reacquisition of common stock....................................      $       --      $   26,875
                                                                           ==========      =========





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


                                       5
<PAGE>

                               SITE2SHOP.COM, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
                                  June 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 six-month
period ended June 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.

     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 website 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 reverse acquisition, whereby the combined assets
and liabilities are recorded on an historical  basis.  Accordingly,  the audited
Balance Sheet as of December 31, 1998 represents the financial  condition of the
Company.  The unaudited  Statements  of Operations  for the six month period and
three  month  period  ended  June  30,  1998,  respectively,  and the  unaudited
Statement of Cash Flows for the six month period ended June 30, 1998 reflect the
historical  operations and cash flows of Tricom for the respective periods.  The
unaudited  Balance  Sheet as of June  30,  1999,  the  unaudited  Statements  of
Operations  for the six month period and three 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  financial  condition  as of June 30,
1999,  operations  and cash  flows of the  Company  and  Tricom as if the merger
occurred as of January 1, 1999.

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  accredited  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.
         Notes to Condensed Consolidated Financial Statements- Continued
                                   (Unaudited)
                                  June 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 TRANSACTION

     As of February 1, 1999, the Company  advanced $97,000 to a company which is
67% owned by two Executive Officers of the Company.  Interest,  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.

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.

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
<PAGE>

                               SITE2SHOP.COM, INC.

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

                                  JUNE 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

COMPARISON of the SIX MONTHS ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED
    JUNE 30, 1998.

     The six months ended June 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


                                       8
<PAGE>

controlled  entities in February  1999.  The six months ended June 30, 1998
reflect  the  operations  solely  of  Tricom  as the  Company  did not  commence
significant operations until July 1, 1998.

     Net Revenues in 1999 were  $4,841,000,  an increase of $2,628,000 or 118.7%
over the same period in 1998.  The increase is  attributable  to the revenues of
Site2Shop,  $3,026,000 ($2,918,000 of shop-at-home  television programming fees,
$95,000 of internet  product sales and $13,000 of retail store  sales),  for the
period and a decline in  revenues at Tricom  ($398,000)  as a result of Tricom's
commitment of effort,  manpower and resources to the  production of  Site2Shop's
television  programming.  At  June  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  $972,000  ($514,000  at Site2Shop  and
$458,000 at Tricom) as compared to $638,000 at June 30, 1998.

     Cost of Revenues increased to $1,065,000,  or 61.4% and decreased to 22% of
net  revenues  in 1999 from  $660,000  and 29.8% of net  revenues  in 1998.  The
increase  in  expenses  are  attributable  to an  increase  in salary  and wages
($95,000), television airtime ($139,000) and talent ($61,000) at Tricom in order
to meet the  production  requirements  of Site2Shop.  Additionally,  expenses at
Site2Shop in 1999 totaled $175,000, which primarily related to the cost products
(featured on shop-at-home  television  programming) sold on the internet and the
Company's retail store.

     Selling Expenses were $1,274,000  during 1999, an increase of $600,000 from
1998.  Selling  expenses in 1999 were 26.3% of net revenues as compared to 30.4%
in 1998.  Selling  expenses at  Site2Shop  in 1999 were  $713,000 as a result of
establishing a sales infrastructure necessary to develop and generate sales.

     General & Administrative  Expenses were $1,668,000 during 1999, an increase
of $671,000 from 1998. These expenses  constituted 34.5% of net revenues in 1999
as  compared  to 45% in 1998.  Site2Shop  expenses  for 1999  totaled  $915,000,
primarily consisting of salaries and wages ($623,000) and professional and other
fees incurred inherent with being a public corporation ($105,000).

COMPARISON of the THREE MONTHS ENDED JUNE 30, 1999 TO THE THREE MONTHS
   ENDED JUNE 30, 1998.

     Net Revenues in 1999 were  $2,669,000,  an increase of  $1,765,000  or 195%
over the same period in 1998.  The increase is  attributable  to the revenues of
Site2Shop, $1,706,000 ($1,606,000 from shop-at-home television programming fees,
$93,000 from internet  product sales and $7,000 from retail store sales) for the
period and an increase in revenues at Tricom  ($59,000)  as a result of Tricom's
commitment of effort,  manpower and resources to the  production of  Site2Shop's
television programming.

     Cost of Revenues  increased to $666,000,  or 92.5% and  decreased to 25% of
net  revenues  in 1999 from  $346,000  and 38.3% of net  revenues  in 1998.  The
increase  in  expenses  are  attributable  to an  increase  in salary  and wages
($44,000), television airtime ($148,000) and talent ($44,000) at Tricom in order
to meet the  production  requirements  of Site2Shop.  Additionally,  expenses at
Site2Shop in 1999 totaled $139,000, which primarily related to the cost products
(featured on shop-at-home  television  programming) sold on the internet and the
Company's retail store.

     Selling  Expenses were  $805,000  during 1999, an increase of $453,000 from
1998.  Selling  expenses in 1999 were 30.2% of net revenues as compared to 38.9%
in 1998.  Selling  expenses at  Site2Shop  in 1999 were  $438,000 as a result of
establishing a sales infrastructure necessary to develop and generate sales.

                                       9
<PAGE>


     General & Administrative Expenses were $990,000 during 1999, an increase of
$412,000 from 1998. These expenses  constituted 37.1% of net revenues in 1999 as
compared  to 63.9% in  1998.  Site2Shop  expenses  for  1999  totaled  $575,000,
primarily consisting of salaries and wages ($427,000) and professional and other
fees incurred inherent with being a public corporation ($57,000).

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 six months ended June 30, 1998 reflect the  operations  and
cash  flows  solely  of  Tricom  as the  Company  did not  commence  significant
operations until July 1, 1998.

     The Company generated $522,000 from operating activities in 1999 as opposed
to $20,000 during the same period in 1998. The increase in 1999 is  attributable
to net  income of  $501,000,  an  increase  in  deferred  income  taxes  payable
($332,000) and deferred  revenues  ($240,000)  offset by an increase in accounts
receivable  ($593,000).  Cash used in operating  activities  totaled $146,000 in
1999 and $12,000 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  $927,000  whereas cash used in 1998 totaled $18,000.
During the period of January 15, 1999 through April 6, 1999,  the Company issued
1,000,800  shares of common stock to 29 accredited  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 Tricom's net bank  overdraft as of
January 1, 1999 ($56,000) and repayment of capital lease obligations ($17,000).

     Although the Company had a working capital deficiency of $1,462,000 at June
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  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.

     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

                                       10
<PAGE>

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  $100,000  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 $150,000. 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.

     It  is  anticipated  that  testing  of  all  modifications,   upgrades  and
conversions  will be  complete  by  late-summer  1999.  This  timing  will allow
management to assess the need for and  implementation  of a contingency plan, if
required.  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. 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  accredited  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.

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: August 9, 1999

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