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

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

                                    FORM 10-K

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE  ACT OF 1934 [NO FEE  REQUIRED]  For the  transition  period  from
     ____________ to ____________

                        Commission file number 000-26809


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


          FLORIDA                                    91-1962104
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              11201 S.E. 8th Street
                              Bellevue, Washington
                                      98004
                    (Address of principal executive offices)

                                 (425) 372-3060
              (Registrant's telephone number, including area code)

           Securities to be registered under Section 12(b) of the Act:

Title of each class to be so         Name of each exchange on which each class
registered                           is to be registered
-------------------------------     -------------------------------------------
            NONE                                      NONE

Title of each class to be so         Name of each exchange on which each class
registered                           is to be registered


           Securities to be registered under Section 12(g) of the Act:

                          Common Stock, $.001 par value
-------------------------------------------------------------------------------
                                (Title of Class)

                                 Not Applicable
-------------------------------------------------------------------------------
                                (Title of Class)


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

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

Aggregate market value of the registrant's  common stock held by  non-affiliates
as of December 31, 1999 was approximately  $64,800,000.  The number of shares of
the registrant's common stock issued and outstanding as of December 31, 1999 was
9,000,000.


<PAGE>

                             SHOPPING SHERLOCK, INC.
                          1999 Form 10-K Annual Report

                                Table of Contents
                                                                            Page
                                                                            ----
                                     PART I

Item 1.  Business .............................................................1
Item 2.  Properties ...........................................................9
Item 3.  Legal Proceedings ...................................................10
Item 4.  Submission of Matters to a Vote of Security Holders .................10

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related
           Shareholder Matters ...............................................10
Item 6.  Selected Financial Data .............................................10
Item 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations ...............................11
Item 7a. Quantitative and Qualitative Disclosures about
           Market Risk .......................................................15
Item 8.  Financial Statements and Supplementary Data .........................15
Item 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure ...............................15

                                    PART III

Item 10. Directors and Officers of the Registrant.............................15
Item 11. Executive Compensation ..............................................17
Item 12. Security Ownership of Certain Beneficial
           Owners and Management .............................................18
Item 13. Certain Relationships and Related Transactions ......................19

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and
           Reports on Form 8-K ...............................................20



<PAGE>
                           FORWARD LOOKING STATEMENTS

         Certain  statements in this Annual Report  constitute  forward  looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934.  Such  forward  looking   statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause the actual results,  performance
or  achievements  of  Shopping  Sherlock,   Inc.  ("Shopping  Sherlock"  or  the
"Company"), or developments in the Company's industry, to differ materially from
the anticipated  results,  performance or  achievements  expressed or implied by
such forward looking  statements.  Such factors related to the Company's current
business  situation  include,  but are not  limited  to: the  Company's  limited
operating history, history of losses, need for additional financing, uncertainty
about its  ability  to  continue  as a going  concern,  risks  related to future
acquisitions and strategic  alliances,  dependence on key personnel,  directors'
and  officers'   involvement   in  other   projects  and  the  other  risks  and
uncertainties  described  under  "Business  -- Risk  Factors"  in Part I of this
Annual Report.  Such factors  related to the Company's  proposed  acquisition of
it-softdialog  AG  ("ITAG")  include,  but are not limited  to:  ITAG's  limited
operating  history,  dependence on key  personnel,  reliance on key  third-party
relationships,  risks  involving the management of growth,  product  development
risks and risks of technological change,  competition,  the Company's ability to
protect   ITAG's   intellectual   property   rights  and  the  other  risks  and
uncertainties described under "Business - Risk Factors" in Part I of this Annual
Report.  See  "Business - Plan of  Operation".  Certain of the  forward  looking
statements contained in this Report are identified with cross references to this
section and/or to specific risks identified under "Business -- Risk Factors."



<PAGE>

                                     PART I

Item 1   Business

Overview

     Shopping Sherlock, Inc. (the "Company") is a development stage company that
was  formerly  in the  business of  providing  website  hosting  and  e-business
services as well as operating  its own  e-commerce  website  which sold consumer
products over the Internet.  The Company was  incorporated  in Florida on August
17, 1984 under the name Aida  Industries,  Inc. The Company began  operations in
January 1999, and on March 24, 1999, changed its name from Aida Industries, Inc.
to Shopping Sherlock, Inc.

     On May 26,  1999,  the  Company  acquired  all the issued  and  outstanding
capital  stock of  Shopping  Sherlock,  Inc.,  a Delaware  corporation  that was
unrelated to the Company ("SSI"). Pursuant to the terms of an Agreement and Plan
of Reorganization,  the Company acquired all the shares of SSI's common stock in
exchange for an aggregate of 2,000,000  shares of the Company's common stock. At
the time of acquisition,  the controlling stockholder of SSI was Richard Stewart
and, as a result of the  acquisition,  Mr.  Stewart  became a director and 20.0%
shareholder  of the  Company.  Mr.  Stewart  is also  the  President  and  Chief
Executive  Officer of Premier  Lifestyles  International  Corporation  ("PLIC").
Unless  otherwise  noted  herein,  references  to "the  Company"  shall mean the
Company and its wholly-owned subsidiary SSI.

     The  Company  has been in the  development  stage  since  inception.  As of
December  31, 1999,  the Company had  generated  $46,113 in operating  revenues,
accumulated losses of $1,223,307, and had a working capital deficit of $168,826.
The Company also incurred a net loss of $1,220,228  for the year ended  December
31,  1999,  and  incurred a net loss of $2,079 for the year ended  December  31,
1998.  Thus,  the  Company's  auditors have raised  substantial  doubt about the
Company's ability to continue as a going concern.

Shopping Sherlock, Inc.

     The Company's website hosting and e-business services operations  consisted
of  developing  and hosting an  e-commerce-enabled  website for only one client,
Essentially  Yours  Industries  Corp.  ("EYI"),  which  is a  network  marketing
company.  From this  website,  the EYI's  sales  associates  could  send/receive
e-mail,  place wholesale orders,  receive retail orders,  generate genealogy and
sales  reports and sign-up new sales  associates.  EYI could also add and revise
content on the site at any time.

     On  September  23,  1999,  the  Company  launched  its  e-commerce  website
usrebatewarehouse.com  which has not to date generated any material revenues for
the Company. Usrebatewarehouse.com offered consumers the opportunity to join the
SCORE reciprocal  rebate program,  which enabled consumers to receive rebates on
every product they purchased.  To date, all of the Company's  revenues have been
derived from its website hosting and e-business services operations.

     Website Hosting and e-Business  Services.  The Company offered  services to
network marketing  businesses that need e-commerce sites and web-based  business
tools for their  sales  associates.  This  business  segment has  accounted  for
substantially  all of the  Company's  revenues to date.  The Company  offered an
e-business  services  package,  with a  customized  solution  based  upon  their
individual business requirements. These services included:

     o    Needs   Assessment:   Decision   makers  and  system  users  would  be
          interviewed  to identify and  prioritize  the business  processes that
          needed to be improved or  re-engineered  in order to meet the goals of
          the client.

     o    Process Analysis:  Business processes would be analyzed and documented
          from three perspectives,  (1) the flow of physical goods, (2) the flow
          of financial  transactions  and (3) the flow of data.  These processes
          would be then  redesigned in  collaboration  with decision  makers and
          system users.



                                       1
<PAGE>

     o    e-business  Strategies:  An e-business  model would be developed  that
          included an Internet marketing and customer service strategy,  website
          content and  functionality  goals and  technical  requirements  (i.e.,
          hardware, software, networking, database and legacy system integration
          and management).

     o    Information  Architecture:  A  blueprint  would be  developed  for the
          website.  This  would  include a site  map,  content  map,  navigation
          system, labeling systems and search functions.

     o    Content production:  Information would be assembled and organized into
          text and graphical images.  Product descriptions would be assembled or
          created,  and a content  map would be further  refined to the web page
          level.

     o    Website  production:  A site  design  and  layout  would be created in
          consultation with the client.

     o    Systems  Integration:  Various hardware devices and software  packages
          and  languages  would be  integrated  to build a custom  solution  for
          electronic   commerce.   This  would  include:
          o    facilitating the interaction  between the web-based  solution and
               back-end order taking, transaction and administrative systems;
          o    streamlining  credit card processing with third-party  processors
               and other  intermediaries;
          o    providing   tracking  and   monitoring   reports  of   e-commerce
               operations to clients; and
          o    providing the functionality  and hardware for supporting  website
               hosting and web-based  e-mail  services,  both on an intranet and
               extranet basis.

     In addition,  the Company's "Direct Marketing  Organization (DMO) Platform"
would enable each sales associate of a participating organization to:

     o    have a customized online storefront;
     o    display products;
     o    set up a merchant account;
     o    place and receive orders online;
     o    authorize transactions on credit cards;
     o    recruit and sign-up new associates online;
     o    track sales;
     o    download sales brochures; and
     o    communicate by e-mail.

     In June 1999, the Company completed  development and began operation of its
first  hosted  website,  eyicom.com,  which  included a  corporate  website  and
web-based  business tools for the sales  associates of EYI. To date,  eyicom.com
the only  e-commerce-enabled  site completed by the Company.  The site was built
and was hosted by the Company with the product and content provided and owned by
EYI. As part of its  agreement  with EYI, the Company had the right to place its
rebate shopping link on every EYI sales associate's web page.

     In  connection  with the  services  provided to EYI,  the Company  billed a
monthly  hosting fee of between $15.00 and $49.95 for each sales  associate with
an online site,  depending upon the level of service  requested.  As of December
31, 1999,  approximately 700 EYI sales associates had online sites hosted by the
Company.  The Company also  received a fixed  transaction  fee of $0.40 on every
purchase made on an EYI sales associate's website.

     e-Commerce  Website  Consumer  Product Sales. As of September 23, 1999, the
Company   began   selling   consumer   products   over  the   Internet   through
usrebatewarehouse.com  which was linked to EYI's website and to a joint PLIC and
Shopping Sherlock website.

     In February 1999, the Company entered into a Strategic  Alliance  Agreement
(the "Strategic  Alliance  Agreement") with PLIC. PLIC is a retail and marketing
services company that offers a variety of services to individuals and businesses
including rebate shopping network memberships, point of sale systems management,
debit card  processing,  website  development  and hosting,  Internet access and
product fulfillment. Richard Stewart, a



                                       2
<PAGE>

director and  beneficial  holder of 20.0% of the  Company's  outstanding  common
stock,  is the  President  and Chief  Executive  Officer of PLIC. As part of its
operations,  PLIC routinely  contracts with companies and other organizations to
offer  participation  in its rebate  shopping  network.  Members or employees of
these  participating  organizations  are then  eligible  to  receive  rebates on
products purchased from participating  merchants. On each purchase, a portion of
the  price  paid by the  rebate  network  member  is  remitted  to the  member's
sponsoring organization and to the organization that recruited the participating
merchant.   See  "Business--  Sale  of  Rebate  Shopping  Network  Memberships."
Currently, PLIC's rebate shopping network consists of the membership of 21 North
American  independent sales  organizations.  These  organizations have signed an
agreement with PLIC to market PLIC's benefits and services to their  membership;
PLIC's reciprocal rebate program being one of these benefits and services.

     Under the terms of the  Company's  agreement  with PLIC,  PLIC  granted the
Company the right to directly  market the  Company's  online store to members of
PLIC's  rebate  shopping  network,  to place links to the  Company's  website on
websites  sponsored  by PLIC and to  distribute  memberships  in  PLIC's  rebate
shopping network. In addition,  PLIC agreed to provide  transaction  processing,
product  fulfillment and helpdesk  services to the Company.  PLIC also agreed to
give the  Company  access to its list of  participating  merchants  and  product
inventory on an ongoing basis. In exchange,  the Company agreed, on an exclusive
basis, to sell,  market and honor PLIC product rebate network  memberships  and,
subject to certain  exceptions,  to use the  transaction  processing and product
fulfillment  services  recommended  by PLIC.  The parties also agreed to jointly
design a website that would  feature  links to the  Company's  website and other
websites operated by PLIC. The Strategic  Alliance Agreement was for a perpetual
duration,  but could be terminated by either party for cause,  which was defined
in the agreement as any material  breach of any  obligation  under the agreement
that was not remedied within 30 days of receiving  written notice of such breach
by the other party. Additionally,  either party could terminate the agreement if
the other party: (a) files or has filed against it a petition in bankruptcy; (b)
has a receiver appointed to handle its assets or affairs;  (c) makes or attempts
to  make an  assignment  for the  benefit  of  creditors;  or (d)  violated  the
confidentiality provisions of the agreement.

     The  Company  and PLIC  agreed  that  PLIC  would not  provide  transaction
processing  or product  fulfillment  services  to the  Company,  and the Company
engaged third party service  providers to provide these  services.  As a result,
PLIC did not receive any fees for transaction  processing or product fulfillment
services from the Company.  These third parties included E-Trans,  Cybercash and
Harris Bank,  which  collectively  provided credit card  transaction  processing
services,  and  Consumer  Benefits  Services  ("CBS"),  which  provided  product
fulfillment  services.  The Company believes that the fees paid to these service
providers  were  equivalent to the fees the Company would have paid to PLIC. The
Company's  relationship  with CBS was on a  purchase  order  basis  and could be
terminated by either party without cause or notice. The Company had a three year
contract with Harris Bank, which would have expired on June 1, 2002.

     Sales of Rebate Shopping  Network  Memberships.  As a participant in PLIC's
rebate  shopping  network,  the Company  had the right to sell  rebate  shopping
network   memberships   under  its  own  brand  names:   Shopping  Sherlock  and
usrebatewarehouse.com.  To date,  the Company has not sold any such  memberships
and has not derived any revenues from this activity.

Competition

     Web Site Hosting and e-Business  Service  Providers.  The Company  directly
competed  with  Multi-Level   Information   Systems,   Inc.  ("MIS"),  and  2021
Interactive in the website hosting and e-business  services segment.  MIS offers
the MIS Internet  Assistant,  which  enables  companies  to provide  their sales
associates with the ability to access sales information,  sign up new associates
and  place  orders  via  the  Internet.   MIS  also  offers  business   software
(distributor,   receivables  and  inventory   tracking)  to  network   marketing
companies.  2021 Interactive's  e-business service offering is Array,  providing
custom  e-commerce  enabled websites for sales  associates,  online ordering and
access to product information.  2021 Interactive also offers a complete suite of
business software for network marketing companies,  including  interactive voice
response, forms processing, contact management,  distribution and order tracking
software.  These two companies,  with their established customer base, represent
significant competition in the website hosting and e-business services segment.



                                       3
<PAGE>

     e-Commerce  Websites.  The Company's  competition  in the consumer  product
e-commerce market can be broadly divided into three groups:

     o    traditional "brick and mortar" stores (e.g. Target, Wal-Mart,  K-Mart,
          Sam's, etc.);

     o    on-line megastores (e.g. Valueamerica.com and Worldspy.com);

     o    on-line   specialty   stores   (e.g.    Furniture.com,    Jewelry.com,
          Electronics.com, etc.); and

     Traditional  Stores:  The  Company  competed  with  other  brick and mortar
megastores  that  offer  the same  types  and a large  selection  of  low-priced
products  offered by the  Company.  Additionally,  many of these stores not only
operate "brick and mortar" outlets, but also have on-line shopping  capabilities
(e.g. Shop.target.com, Wal-mart.com, etc.).

     Online Megastores: Two key competitors in the on-line megastore or shopping
mall arena were  ValueAmerica.com  and  Worldspy.com.  These  websites,  and the
growing number of other websites like them, sell a large number of products from
many different categories such as home improvement, electronics, toys and games,
home furnishings, footwear, pharmacy, jewelry, general merchandise,  housewares,
gifts, etc.

     Specialty Stores:  There are a number of other on-line specialty  retailers
with  whom  the  Company   competed  in  niche  product   categories,   such  as
Furniture.com, who specialize in only offering one type of product.

     Companies such as amazon.com and Yahoo also offer e-commerce sites to small
business,  which were less expensive than the Company's  e-commerce  site. These
companies  also have a competitive  advantage over the Company in that they have
more brand recognition and considerable capital to invest in marketing programs.

Operations And Technical Development

     As of December 31,  1999,  the Company was located in two  facilities:  its
headquarters in Bellevue,  Washington,  and its software  development  office in
Vancouver,  British  Columbia.  The  Company's  main  servers were housed at its
software  development  office and Exodus Networks in Seattle,  Washington,  with
duplicate  transaction  logs  housed at the PLIC  corporate  offices in Newhall,
California.

     Rebate Administration,  Transaction Processing and Product Fulfillment. The
Company   agreed  to  use   third-party   service   providers   for  its  rebate
administration,  product fulfillment and transaction processing functions. These
third party service providers included E-Trans, Harris Bank and Cybercash, which
provided  transaction  processing  services,  and CBS,  which  provided  product
fulfillment. PLIC provided the Company with rebate cards and card administration
services for new members signing up for online rebate shopping privileges.

     Systems  Infrastructure and Technology.  The Company's  technology platform
consisted  of  the  deployment  environment,   web  servers,   applications  and
infrastructure  for electronic  data  interchange,  financial  transactions  and
security,  as well as the Company's proprietary content management and authoring
system.  All of the Company's  computer  equipment was powered by American Power
Corporation filtering, battery-backed,  uninterrupted power supplies designed to
provide  continuous  power to the online  store in the event of outages from the
local power utility. The Company also developed a proprietary  authoring tool to
efficiently create and manage content for publication in its e-commerce website,
which   provided  a   database-centric   approach  to  web  page  creation  that
dramatically  increased the  development  and  maintenance of product  listings,
presentations and pricing information.

Intellectual Property Rights

     The Company relies principally on a combination of copyright, trademark and
trade secret laws, non-disclosure agreements and other contractual provisions to
establish  and maintain  its  proprietary  rights.  The  Company's  intellectual
property primarily consists of registered trade names and copyrighted  material.
The



                                       4
<PAGE>

Company's trade names include Cyberbusiness Services,  Shoppingsherlock.com  and
US Rebate Warehouse. The Company has no patents or proprietary technology.

     As part of its  confidentiality  procedures,  the Company  generally enters
into  nondisclosure  and  confidentiality   agreements  with  each  of  its  key
employees,   consultants  and  business   partners  and  limits  access  to  and
distribution of its intellectual  property,  documentation and other proprietary
information.   In  particular,  the  Company  has  entered  into  non-disclosure
agreements  with each of its employees and business  partners.  The terms of the
employee  non-disclosure  agreements include provisions  requiring assignment to
the Company of employee inventions. Despite the Company's efforts to protect its
intellectual property rights, unauthorized third parties, including competitors,
may from time to time copy or use certain portions of the Company's intellectual
property and use such information in connection with competitive products.

     It is  possible  that the  scope,  validity  and/or  enforceability  of the
Company's  intellectual  property  rights could be challenged by  competitors or
other parties.  The results of such challenges before  administrative  bodies or
courts depend on many factors which cannot be accurately  assessed at this time.
Unfavorable  decisions  by such  administrative  bodies or courts  could  have a
negative  impact  on  the  Company's  intellectual  property  rights.  Any  such
challenges,  whether with or without merit,  could be time consuming,  result in
costly  litigation  and diversion of resources,  or require the Company to enter
into royalty or licensing agreements.  Such royalty or licensing agreements,  if
required,  may not be available on terms acceptable to the Company or at all. In
the event of a claim of  infringement  against  the  Company  and the  Company's
failure or  inability  to license  the  infringed  or  similar  technology,  the
Company's   business,   operating  results  and  financial  condition  could  be
materially adversely affected.

     The Company has not registered any trademarks in Canada,  the United States
or elsewhere.

Recent Developments

     Due to a lack of working  capital and  disappointing  financial  results in
fiscal year 1999, the Company's  board of directors  decided on January 2, 2000,
that it would cease its website  hosting,  e-business  services,  and e-commerce
operations.   The   Company's   operations   related   to  the   EYI   and   the
usrebatewarehouse.com  websites did not generate material traffic or revenues in
the fiscal year ended  December 31,  1999,  and the  Company's  efforts to raise
additional  significant  sources of capital were unsuccessful.  As a result, the
Company  decided to conserve its remaining cash reserves and  terminated  office
leases, reduced staff,  terminated all management and consulting contracts,  and
significantly   reduced  resources  directed  at  keeping  its  e-commerce  site
operational.

     On January 27,  2000,  the Company  entered  into an  agreement  with PLIC,
Stewart  Family   Partners  (the   "Partnership"),   and  Richard  Stewart  (the
"Redemption  Agreement") under which the Company agreed to transfer a worldwide,
non-exclusive,  perpetual,  fully-paid-up  license  to use,  distribute  or make
derivative  works from the Company's  software that operates the EYI website and
the  usrebatewarehouse.com  website (the  "Websites") in  consideration  for the
redemption of approximately 2,000,000 shares of common stock by the Company that
PLIC and the Partnership owned or had a right to purchase.

     Under the terms of the Redemption  Agreement,  the parties also agreed that
(i) the  Strategic  Alliance  Agreement  between  the  Company and PLIC would be
terminated,  (ii)  Richard  Stewart  would  resign as a director of the Company,
(iii) the Company would not seek  reimbursement for the $150,000 license paid by
the Company to PLIC to participate as a Independent Sales Organization in PLIC's
reciprocal  rebate  program and (iv) the Company  would not compete with PLIC in
the future in any  business  related to  multi-level  marketing  and  reciprocal
rebate  activities over the Internet in which PLIC was engaged in as of the date
of execution of the Redemption Agreement.

     On March 14, 2000, the shareholders of the Company at a special shareholder
meeting approved of the terms of the Redemption  Agreement and, as a result, the
approximately  2,000,000  shares of common  stock that PLIC and the  Partnership
owned or had a right to  purchase  were  redeemed by the Company and were deemed
authorized but unissued shares pursuant to Florida law.



                                       5
<PAGE>

Plan of Operation

     Due to the  Company's  lack of success in  launching  its website  hosting,
e-business services,  and e-commerce  businesses,  the Company decided to change
its business focus and explore the  possibility of acquiring a viable  operating
company in a different industry. On March 8, 2000, the Company announced that it
entered  into a letter of intent to acquire  all of the  issued and  outstanding
equity  securities of  it-softdialog  AG ("ITAG"),  an  established  information
technology consulting company with its headquarters in Germany.  Under the terms
of the  letter of intent,  the  Company  intends  to acquire  100% of the ITAG's
outstanding  securities  in  consideration  for $8.0 million in cash,  and up to
2,000,000 shares of common stock of the Company. Under the terms of the proposed
transaction,  it is anticipated  that some of the executives of ITAG will assume
senior executive positions and will be invited to join the board of directors of
the Company.  In  anticipation of the closing of the proposed  acquisition,  the
Company  also  intends to seek  shareholder  approval to change its name to ASPi
Europe  Inc.,  a name the  Company  believes  will  better  communicate  its new
business focus.

     The Company  has  sufficient  working  capital to sustain  current  minimum
operations  through April 2000,  and it  anticipates  that it will have to raise
substantial  additional  funds to complete the proposed  acquisition of ITAG and
continue as a going  concern.  The Company  anticipates  that it will require an
additional  $20.0 million in order to fund the proposed  acquisition  of ITAG as
well as fund its  operations  over the next twelve  months.  In March 2000,  the
Company  entered into an agreement with DJ Limited ("DJL") whereby DJL will seek
to raise capital for the Company  through the issuance of the Company's  capital
stock.   The  Company  is  also   currently   exploring   additional   financing
alternatives,  including  the  possibility  of a private  equity  offering.  The
closing of the proposed acquisition is subject to certain conditions, including,
but not limited to, negotiation and completion of a definitive agreement and the
receipt  of  necessary  financing.  Thus,  there  can be no  assurance  that the
transaction  contemplated will be completed.  See  "Management's  Discussion and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources."

Employees

     As of December 31, 1999, the Company had 13 employees,  including  seven in
research and  development,  one in marketing and sales,  one in customer support
and four in  management,  finance and  administration.  Upon ceasing its website
hosting, e-business services and e-commerce business operations in January 2000,
the Company terminated all of its employees.

Risk Factors

Risks to the Company related to its current business situation

     The Company is subject to certain  risks  related to its  current  business
situation. These risks also could cause actual results to differ materially from
results projected in any forward looking statement in this Annual Report.

The Company has abandoned its business  operations,  which makes it difficult to
predict its future performance.

     The Company commenced operations in January 1999 and subsequently abandoned
its website hosting,  e-business  services and e-commerce business operations in
January  2000.  The Company is  currently  negotiating  to acquire an  operating
business entity in the information  technology industry.  The Company,  however,
has no historical operating history in the information  technology industry upon
which an evaluation of its business and prospects can be based. As a result,  in
view of the rapidly  evolving nature of the Company's  business  situation,  the
Company believes that period-to-period  comparisons of financial results are not
necessarily  meaningful and should not be relied upon as an indication of future
performance.

The Company has a history of losses, expects future losses and may never achieve
profitability.

     The Company has not achieved profitability and expects to continue to incur
operating losses for the foreseeable  future. The Company incurred a net loss of
$1,220,228 for the year ended December 31, 1999 and a net loss of $2,079 for the
year ended  December 31, 1998.  The Company has not had any material  revenue in
recent



                                       6
<PAGE>

years,  it has never been  profitable and there can be no assurance that, in the
future,  the Company  will be  profitable  on a quarterly  or annual  basis.  In
addition,  if the Company plans to acquire an operating  business entity,  as is
proposed, its operating expenses will increase significantly.

The Company will need additional  financing to support its operations and may be
unable to obtain it on commercially reasonable terms, or at all.

     The Company can satisfy its current cash requirements through April 2000 at
current  minimum  levels.  Accordingly,   the  Company  must  raise  substantial
additional  funds to continue as a going  concern and to complete  the  proposed
acquisition of ITAG. There is no assurance that, after such period,  the Company
will be able to secure  financing  or that such  financing  will be  obtained on
terms  favorable to the Company.  Failure to obtain  adequate  financing  raises
substantial doubt as to the Company's  ability to acquire an operating  business
entity as well as continue as a going concern.

There is  uncertainty  regarding  the  Company's  ability to continue as a going
concern.

     The Company has been in the development  stage since its inception.  It has
had no  significant  operating  revenues  to date,  has  accumulated  losses  of
$1,223,307  and will  require  additional  working  capital to  sustain  current
operations and complete any proposed future acquisition. This raises substantial
doubt as to the Company's ability to continue as a going concern.

The  Company  is  subject  to risks  as it makes  acquisitions  and  engages  in
strategic alliances.

     As part of its  business  strategy,  the Company  intends to acquire,  make
investments  in, and enter into  strategic  alliances  with as yet  unidentified
operating  companies.  Any such future  acquisitions,  investments  or strategic
alliances  would  involve  risks,  such as  incorrect  assessment  of the value,
strengths  and   weaknesses  of  acquisition   and   investment   opportunities;
underestimating  the difficulty of  integrating  the operations and personnel of
newly  acquired  companies;  the potential  disruption of any ongoing  business,
including  possible  diversions of resources and management time; and the threat
of impairing  relationships  with employees and customers as a result of changes
in management or ownership.

     There can be no  assurance  that the Company  will be able to  successfully
overcome these risks.  Moreover,  the Company cannot be certain that any desired
acquisition,  investment or strategic alliance can be made in a timely manner or
on terms and  conditions  acceptable  to the Company or that the Company will be
successful in identifying attractive acquisition candidates. The Company expects
that  competition  for such  acquisitions  may be  significant.  The Company may
compete with others who have similar acquisition strategies, many of whom may be
larger and have greater financial and other resources than the Company.

The Company depends upon key personnel.

     The Company's future operating results are  substantially  dependent on the
continued service and performance of its senior personnel:  Philip Garratt,  the
Company's  President  and Chief  Executive  Officer;  and Patrick  McGrath,  the
Company's  Chief  Financial  Officer.  The  Company  intends to hire  additional
executives should it acquire an operating  business entity.  See "Note Regarding
Forward  Looking  Statements."  Competition  for such personnel is intense,  and
there can be no assurance  that the Company can retain its key employees or that
it will be able to attract or retain  highly-qualified  technical and managerial
personnel in the future. The loss of the services of any of the Company's senior
management  or other key  employees  or the  inability to attract and retain the
necessary technical or managerial personnel could have a material adverse effect
upon the Company's  business,  financial  condition,  operating results and cash
flows.  The Company does not  currently  maintain  "key man"  insurance  for any
senior management or other key employees.

Directors and Officers are involved in other projects.

     Many of the  officers  and  directors  of the Company  serve as  directors,
officers  and/or  employees  of companies  other than the Company.  For example,
Raeanne Steele and Patrick McGrath, the Company's Vice



                                       7
<PAGE>

President of Sales and  Marketing  and Chief  Financial  Officer,  respectively,
currently  act  as  independent  consultants  to  other  companies.  All  of the
Company's current officers devote, on average, at least 25 hours per week to the
Company.  While the Company  believes that such  officers and directors  will be
devoting  adequate  time to  effectively  manage  the  Company,  there can be no
assurance that such other  positions will not negatively  impact an officer's or
director's duties for the Company.

Risks to the Company related to its proposed acquisition of ITAG

     The  Company  will be  subject  to certain  risks  related to the  proposed
acquisition of ITAG. These risks could cause actual results to differ materially
from results projected in any forward looking statement in this Annual Report.

ITAG has a limited  operating  history,  which makes it difficult to predict its
future performance.

     ITAG commenced operations in May 1996. ITAG, therefore,  has only a limited
operating  history upon which an evaluation of its business and prospects can be
based.  Prior to May  1996,  the  Company  had no  operations  or  revenues.  In
addition,  the Company expects changes to occur in ITAG should it acquire it, as
is  proposed,  as an  operating  business  entity.  As a result,  in view of the
evolving nature of ITAG's business and limited  operating  history,  the Company
believes that  period-to-period  comparisons of ITAG's financial results are not
necessarily  meaningful and should not be relied upon as an indication of ITAG's
future performance.

ITAG depends upon key personnel.

     ITAG is currently dependent upon its senior management, board of directors,
alliances and consultants, the loss of any of which may significantly affect its
performance  and its ability to carry out the continued  successful  development
and  commercialization  of its  products  and  services.  Any  failure to retain
management,  directors and  consultants or to attract and retain  additional key
employees with necessary skills could have a material adverse impact upon ITAG's
and,   therefore,   the  Company's  growth  and  profitability.   Following  the
acquisition of ITAG, the Company will be required to recruit additional software
development  personnel,  expand  its direct  sales  force,  expand its  customer
support functions and train, motivate and manage its employees.  Competition for
qualified consulting software  development  personnel is intense and expected to
increase. There can be no assurance that the Company will be able to recruit the
personnel   required  to  execute  its  programs  or  to  manage  these  changes
successfully.

ITAG relies on key third-party relationship to conduct its business.

     ITAG relies on key third-party  relationships.  These third parties are not
within  the  control  ITAG,   and  may  not  be  obligated  to  maintain   these
relationships  with  ITAG upon the  Company  acquiring  ITAG.  The loss of these
third-party  relationships could have a material adverse effect on the Company's
business, financial condition, operating results and cash flows.

The information  technology  consulting and software industries must continue to
grow and customers must continue to utilize the Company's products and services.

     The overall market for information  technology  consulting and software has
experienced  significant  growth in recent years. There can be no assurance that
the market for ITAG's existing or proposed products or services will continue to
grow, that companies  within the industry will utilize its products or services,
or that following the  acquisition  of ITAG by the Company,  the Company will be
successful in independently  establishing  markets for its products or services.
If the various markets in which the Company's  products or services will compete
fail to grow, or grow more slowly than the Company currently anticipates,  or if
the  Company is unable to  establish  product  markets  for its new  products or
services,  the Company's business,  results of operation and financial condition
would be materially adversely affected.



                                       8
<PAGE>

Substantial  competition  exists in the  information  technology  consulting and
software markets.

     Substantial competition exists in the information technology consulting and
software markets.  Additional competitors with greater financial,  technical and
marketing  resources than the Company may enter the market and  competition  may
intensify.  Current or future competitors may develop products that are superior
to the Company's  products or achieve greater market  acceptance due to pricing,
sales channels or other factors,  which could have a material  adverse effect on
the Company's business, financial condition, operating results and cash flows.

New technologies  must be integrated into the Company's  products if they are to
remain competitive.

     The   information   technology   consulting   and   software   markets  are
characterized by rapidly changing  technology and evolving  industry  standards.
Therefore,  it is  difficult  to  predict  the rate at which the  market for the
Company's  services will grow,  if at all,  should it acquire ITAG and enter the
information  technology  and software  markets.  If the market fails to grow, or
grows more slowly than anticipated,  the Company's business, financial condition
and results of operations would be materially  adversely  affected.  Even if the
market does grow,  there can be no assurance  that the Company's  products would
achieve commercial success. The Company may find itself competing in markets for
information technology consulting and software against other companies with much
greater financial,  marketing and other resources.  Such competitors may be able
to institute  and sustain  price wars,  or imitate the features of the Company's
services software, reducing prices and the Company's revenues and ITAG's current
share of the market.

The  Company's  products  must  continually  be  improved  if they are to remain
competitive.

     Following the  acquisition,  the Company will be at risk if it is unable to
continually  upgrade  and  improve  ITAG's  software  products  and  develop new
products.  The software  industry is  characterized by a constant flow of new or
improved  products,   which  quickly  render  existing  products  obsolete.  The
Company's  competitors may develop  technically  superior and comparably  priced
software,  which  would  have  a  material,  adverse  effect  on  the  Company's
prospects.

The Company must seek to protect its intellectual property.

     The Company considers the information  technology  software of ITAG and its
other  intellectual  property to be of value and important to its  business.  At
this time,  the Company is unaware  whether ITAG relies on copyright,  trademark
and trade secret laws, non-disclosure agreements or other contractual provisions
to establish and maintain its intellectual  property rights. The Company is also
unaware  whether ITAG has any patents or patent  applications  pending.  Despite
ITAG's  efforts to protect  its  proprietary  rights,  unauthorized  parties may
attempt to copy or obtain and use information  that ITAG regards as proprietary.
There  can be no  assurance  that the  steps  taken by the ITAG to  protect  its
proprietary information will prevent  misappropriation of such information.  The
cost of  litigation  necessary  to  enforce  ITAG's  proprietary  rights  may be
prohibitive. Such steps may not preclude competitors from developing confusingly
similar brand names or promotional materials or developing products and services
similar to those of ITAG.

     Although  the  Company  believes  that ITAG has the right to use all of the
intellectual property incorporated in its products, third parties may claim that
ITAG's  products  violate their  proprietary  rights,  including  copyrights and
patents. If any such claims are made and found to be valid, the Company may have
to reengineer  ITAG's products or obtain licenses from third parties to continue
offering its products. Any efforts to reengineer its products or obtain licenses
from third parties may not be successful  and could  substantially  increase the
Company's  costs and have a material  adverse effect on the business,  financial
condition and results of operations of the Company.

Item 2: Properties

     The Company currently leases  approximately 225 square feet of office space
located at Suite 4200, Two Union Square, 601 Union Street, Seattle,  Washington,
98101.  The lease is for an initial term of six months  commencing March 1, 2000
at a rate of $17,040 per year.



                                       9
<PAGE>

Item 3: Legal Proceedings

     The  Company  is not a party  to,  and none of the  Company's  property  is
subject to, any pending or threatened legal proceeding.

Item 4: Submission of Matters to a Vote of Security Holders

     Not applicable.

                                     PART II

Item 5: Market for Registrant's Common Equity And Related Shareholder Matters

                           PRICE RANGE OF COMMON STOCK

     The Company's common stock has traded on the NASD Over-The-Counter Bulletin
Board Market (the  "OTCBB")  since March 31, 1999 under the symbol SSLK. On July
2,  1999,  the  Company  ceased  trading  on the OTCBB and began  trading on the
Over-The-Counter  "Pink Sheets".  In December  1999, the Company's  common stock
began  trading  on the OTCBB  after the  Company's  Form 10 was filed and became
effective  with the  Securities  and  Exchange  Commission.  The  following is a
summary of trading,  on a calendar  quarter basis, in the Company's common stock
on the OTCBB and the "Pink Sheets" during 1999:

                   The NASD OTC Bulletin Board and Pink Sheets

         ------------------------------------------------------------------
              Quarter Presented      High           Low            Volume
         ------------------------------------------------------------------
         1st Quarter --1999          $6.25         $5.00           190,000
         (on March 31, 1999)
         ------------------------------------------------------------------
         2nd Quarter -- 1999         $9.75         $5.62           727,100
         ------------------------------------------------------------------
         3rd Quarter -- 1999         $8.00         $2.25           167,150
         ------------------------------------------------------------------
         4th Quarter -- 1999        $15.00         $5.25           234,000
         ------------------------------------------------------------------

     The prices reflected represent interdealer prices,  without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.

     Other than described  above, the Company's shares are not and have not been
listed or quoted on any other  exchange  or  quotation  system.  As of March 17,
2000,  the  Company  had  approximately  37  shareholders  of record  (including
nominees and brokers holding street accounts) of the Company's common stock.

     The Company has never paid dividends on its shares.  The Company  currently
intends  to retain  earnings  for use in its  business  and does not  anticipate
paying any dividends in the foreseeable future.

Item 6: Selected Financial Data

                             SELECTED FINANCIAL DATA

     The following  selected  financial  data of the Company is qualified in its
entirety by reference to and should be read in  conjunction  with the  Company's
financial  statements  and the notes thereto and  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations"  appearing elsewhere
in this Annual  Report.  The statement of  operations  data for the fiscal years
ended December 31, 1999,  1998 and 1997 and the balance sheets dated at December
31,  1999 and 1998  presented  below are  derived  from,  and are  qualified  by
reference to, the Company's financial statements, which appear elsewhere in this
Annual Report.


                                       10
<PAGE>
<TABLE>
                                                                              Years ended
                                                                             December  31,
                                                      -------------------------------------------------------------
                                                        1999         1998        1997      1996           1995
                                                                                           (unaudited) (unaudited)
                                                     -----------  ----------- ------------ ----------- ------------
<S>                                                  <C>             <C>        <C>        <C>         <C>
Statement of Operations
Data:

  Operating Expenses .......................            107,243        2,079          --           --          --
  Net loss from
  discontinued operations ..................          1,112,985           --          --           --          --
  Net loss for the period ..................          1,220,228        2,079          --           --          --
  Earnings (loss) per
   common share ............................         $    (0.17)     $ (0.01)   $  (0.00)   $   (0.00)   $  (0.00)

  Weighted average shares
   outstanding .............................          7,229,461      445,833     100,000      100,000     100,000


                                                                           As At December 31,
                                                      -------------------------------------------------------------
                                                        1999         1998        1997        1996         1995
                                                                                          (unaudited)  (unaudited)
                                                     -----------  ----------- ------------ ----------- ------------
<S>                                                   <C>          <C>          <C>        <C>          <C>
  Balance Sheet Data:

  Cash and cash equivalents ................         $   93,127     $    --     $     --    $      --    $     --
  Working capital
    (deficiency) ...........................           (168,826)         --           --           --          --

  Total assets .............................            237,828          --           --           --          --

  Non-current liabilities ..................                 --          --           --           --          --
  Stockholder's equity .....................         $  (82,728)    $    --     $     --    $      --    $     --

</TABLE>

Item 7: Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Overview

     The Company was  incorporated in Florida on August 17, 1984, under the name
Aida  Industries,  Inc. The Company began  operations in January of 1999, and on
March 24, 1999 changed its name from Aida Industries, Inc. to Shopping Sherlock,
Inc.  On May 26,  1999,  the  Company  acquired  all the issued and  outstanding
capital stock of SSI, whose sole asset was the Strategic Alliance Agreement with
PLIC.  Pursuant to the terms of an  Agreement  and Plan of  Reorganization,  the
Company  acquired  all the  shares of SSI's  common  stock for an  aggregate  of
2,000,000  shares of the Company's common stock. At the time of the acquisition,
the  controlling  stockholder of SSI was Richard Stewart and, as a result of the
acquisition,  Mr. Stewart became a director and 20.0% percent shareholder of the
Company. Mr. Stewart is also the President and Chief Executive Officer of PLIC.

     The  Company  is a  development  stage  company  that was  formerly  in the
business  of  providing  website  hosting  and  e-business  services  as well as
operating  its own  e-commerce  website  which sold  consumer  products over the
Internet. The Company was inactive from its inception until the first quarter of
1999 when it initiated its software development program,  developed and launched
its beta site and commenced its e-commerce  program.  During the second quarter,
the Company  developed an  e-commerce  site for EYI,  which to date has been its
sole  customer.  During the third quarter,  the Company  developed an e-commerce
website  whereby  consumers could purchase goods and participate in a reciprocal
rebate program through its website, usrebatewarehouse.com.

     Due to a lack of working  capital and  disappointing  financial  results in
fiscal year 1999, the Company's  board of directors  decided on January 2, 2000,
that it would cease its website  hosting,  e-business  services,  and e-commerce
operations.   The   Company's   operations   related   to  the   EYI   and   the
usrebatewarehouse.com  websites did not generate material traffic or revenues in
the fiscal year ended  December 31,  1999,  and the  Company's  efforts to raise
additional  significant  sources of capital were unsuccessful.  As a result, the
Company decided to conserve its


                                       11
<PAGE>

remaining cash reserves and terminated office leases, reduced staff,  terminated
all management and consulting  contracts,  and  significantly  reduced resources
directed at keeping its e-commerce site operational.

     On January 27, 2000, the Company entered into the Redemption Agreement with
PLIC,  the  Partnership  and Richard  Stewart under which the Company  agreed to
transfer a worldwide,  non-exclusive,  perpetual,  fully-paid-up license to use,
distribute or make  derivative  works from the Company's  software that operates
the EYI website and the  usrebatewarehouse.com  website in consideration for the
redemption of approximately 2,000,000 shares of common stock by the Company that
PLIC and the Partnership owned or had a right to purchase.

     On March 14, 2000, the shareholders of the Company at a special shareholder
meeting approved of the terms of the Redemption  Agreement and, as a result, the
approximately  2,000,000 shares of common stock of the Company that PLIC and the
Partnership  owned or had a right to purchase  were  redeemed by the Company and
were deemed  authorized but unissued  shares of the Company  pursuant to Florida
law.

     Due to the  Company's  lack of success in  launching  its website  hosting,
e-business services,  and e-commerce  businesses,  the Company decided to change
its business focus and explore the  possibility of acquiring a viable  operating
company in a different industry. On March 8, 2000, the Company announced that it
entered  into a letter of intent to acquire  all of the  issued and  outstanding
equity securities of it-softdialog AG ("ITAG"). Under the terms of the letter of
intent, the Company intends to acquire 100% of the ITAG's outstanding securities
in consideration  for $8.0 million in cash, and up to 2,000,000 shares of common
stock of the  Company.  Under  the  terms  of the  proposed  transaction,  it is
anticipated  that some of the  executives of ITAG will assume  senior  executive
positions  as well as be invited to join the board of  directors of the Company.
In  anticipation  of the closing of the proposed  acquisition,  the Company also
intends to seek  shareholder  approval to change its name to ASPi Europe Inc., a
name the Company believes will better communicate its new business focus.

     The Company anticipates that it will require an additional $20.0 million in
order to fund the proposed  acquisition  of ITAG as well as fund its  operations
over the next  twelve  months.  The Company  currently  has  sufficient  working
capital to support its  current  minimum  operations  through  April  2000,  and
expects to enter into a short-term  loan for  approximately  $50,000 in order to
support its operations until additional financing is secured. In March 2000, the
Company  entered  into an  agreement  with DJL  whereby  DJL will  seek to raise
capital for the Company through the issuance of the Company's capital stock. The
Company is also currently exploring additional financing alternatives, including
the  possibility  of a  private  equity  offering.  There  can be no  assurance,
however, that such financing will be available to the Company or, if it is, that
it will be  available  on terms  acceptable  to the  Company.  If the Company is
unable to obtain the financing  necessary to support its operations,  its may be
unable to continue as a going concern.

Results of Operations

     The Company was formed on August 17, 1984, but did not commence  operations
until January 1999. The Company  incurred  expenses of $1,000 during the initial
incorporation  in 1984,  and did not incur any further  expenses until 1998 when
$2,079 was incurred by the Company for  professional  fees in preparing  audited
financial statements. Accordingly,  discussions of periods prior to January 1999
have not been included.

     All  operations  of the Company  were  conducted  through the Company  from
January 1999 to May 31, 1999. In May 1999,  the Company  acquired SSI, which had
been inactive  from its inception to May 31, 1999. On June 1, 1999,  the Company
transferred  all of its  operations  to  SSI.  The  Company  accounted  for  the
acquisition  of SSI at nil value  because of the common  ownership  between  the
Company,  SSI and PLIC.  SSI's  only  asset at the time of  acquisition  was the
Strategic  Alliance  Agreement with PLIC signed on February 4, 1999.  SSI's cost
for the  agreement  was a $150,000  cash payment to PLIC.  Because of the common
ownership   between  SSI  and  PLIC,  the  $150,000  payment  is  treated  as  a
preferential  distribution to shareholders  and is recorded in the  consolidated
financial statements as a reduction in equity.



                                       12
<PAGE>

For the Year Ended  December  31, 1999  Compared to the Year Ended  December 31,
1998

     Net Loss  From  Discontinued  Operations.  The  Company  ceased  all of its
operations  on January 3, 2000 and,  as a result,  has  combined  all  operating
revenues  and  expenses  related to the  previous  business  under  discontinued
operations.  The Company  incurred a net loss from  discontinued  operations  of
$1,112,985  for the year ended  December 31, 1999, and incurred no net loss from
discontinued  operations  for the year ended  December  31,  1998.  This  amount
includes net  revenues  from  discontinued  operations  of $46,113,  the cost of
revenue incurred from discontinued  operations of $11,931,  technical and system
development  expenses  from  discontinued  operations  of  $345,058,  sales  and
marketing  expenses  from  discontinued  operations  of  $152,037,  general  and
administrative   expenses  from  discontinued  operations  of  $554,396  and  an
estimated  loss on the  disposal  of fixed  assets of $33,000 for the year ended
December  31,  1999.  The Company also wrote down the value of a loan to a third
party by $35,865 for the year ended December 31, 1999,  representing  the amount
management believes is collectable.

     Technical and system  development  expenses  consist  primarily of expenses
incurred for the development and maintenance of the software required to support
the Company's  online stores,  including  employee  compensation and the cost of
developing and improving store content,  Internet  connectivity  and operations.
The significant  costs were payroll and consulting  expenses of $246,109 for the
year ended December 31, 1999.

     Sales and marketing expenses consist of costs associated with designing and
marketing  the  Company's   online   stores.   Payroll   expenses   relating  to
merchandising,  helpdesk,  graphic design,  advertising and promotion department
employees were $123,826 for the year ended December 31, 1999.

     General and  administrative  expenses consist of management,  compensation,
rent for the research and development  facilities,  professional  services,  and
travel.  Payroll expenses  relating to management and  administrative  personnel
were  $208,893  for the year ended  December 31,  1999.  Professional  fees were
$214,386 for the year ended  December 31, 1999,  reflecting  the cost of raising
funds,  signing  of  agreements,   and  completing  the  Company's  registration
document.

     General and Administrative  Expenses.  General and administrative  expenses
consist of rent,  secretarial  services,  telephone  expense  and other  general
corporate  expenses.  General and  administrative  expenses were $72,474 for the
year ended  December  31,  1999,  compared  with $2,079 of expenses for the year
ended December 31, 1998.  This increase  reflected the  substantially  increased
activity  levels  to  support  the  Company's  operations,  all  of  which  were
undertaken  in 1999.  Payroll  expenses  relating to  secretarial  services  and
administrative  personnel  were  $22,917 for the year ended  December  31, 1999.
General office expenses,  including rent,  telephone and courier expenses,  were
$49,557 for the year ended December 31, 1999.

     Interest Expense,  net. Interest costs for the year ended December 31, 1999
were $28,623 which included $37,500 for the beneficial conversion feature on the
subordinated convertible debt and the interest accrued on the note and $9,493 in
interest income from short term deposit.

     Income Taxes.  Shopping  Sherlock has not  generated any taxable  income to
date and  therefore  has not paid any  federal  income  taxes  since  inception.
Deferred tax assets created primarily from net operating loss carryforwards have
been fully reserved as management is unable to conclude that future  realization
is more likely than not.

Liquidity and Capital Resources

     As at December 31,  1999,  the  Company's  consolidated  cash  position was
$93,127, and the consolidated working capital deficit was $168,826.

     Since  inception,  the Company has  financed  its  operations  from capital
contributions from shareholders and a subordinated  convertible note. During the
year ended December 31, 1999 the Company  received  proceeds of $1,250,000  from
the sale of common stock and $150,000 from a 10% subordinate  convertible  note.
On January 21, 2000,  the note was converted into 63,116 shares of the Company's
common stock.  The Company  currently has sufficient  working capital to support
its current minimum operations through April 2000, and is seeking to obtain a



                                       13
<PAGE>

short-term  loan for  approximately  $50,000 in order to support its  operations
until  additional  financing is secured.  The Company  anticipates  that it will
require an additional $20.0 million in order to fund the proposed acquisition of
ITAG as well as fund its operations over the next twelve months. There can be no
assurance,  however, that such financing will be available to the Company or, if
it is, that it will be available  on terms  acceptable  to the  Company.  If the
Company is unable to obtain the financing  necessary to support its  operations,
it may be unable to continue as a going concern.

     Net cash used in operating  activities  was  $1,063,986  for the year ended
December 31, 1999,  including a net loss of  $1,220,228.  The Company's  current
operating expenditures are approximately $10,000 per month and the Company plans
to increase its operating  expenditures  significantly upon closing the proposed
acquisition.

     The Company  incurred  capital  expenditures of $116,189 for the year ended
December 31, 1999. These  expenditures were primarily for computer equipment and
furniture  and fixtures  associated  with the  Company's  continued new employee
growth, new facilities and continued systems development. The Company did take a
one-time  write-off  of fixed  assets in the  amount of  $33,000  at year end to
better reflect the true realizable value of the assets.

     The  Company  had  entered  into a lease for its  office  space  located in
Bellevue,  Washington.  The lease was  terminated  on January  24,  2000 with no
penalty. On February 24, 2000, the Company entered into a lease for office space
located in Seattle,  Washington.  The future  minimum  payments on the lease are
$8,520 for 2000. This lease may be terminated upon sixty days written notice.

     The Company  currently has no commitments for any credit facilities such as
revolving  credit  agreements or lines of credit that could  provide  additional
working capital.  Based on its existing capital resources,  the Company believes
that it will be able to fund current minimum  operations through April 2000. The
Company's  capital  requirements  will depend on the successful  negotiation and
completion of a definitive  agreement with ITAG.  There is no assurance that the
transaction contemplated will be completed. There can be no assurance,  however,
that  additional  funding will be available  or, if  available,  that it will be
available on terms acceptable to the Company. There can be no assurance that the
Company  will  be able to  raise  additional  cash  if its  cash  resources  are
exhausted.  The Company's  ability to arrange such  financing in the future will
depend in part upon the prevailing capital market conditions.

     The Company has been in the development  stage since its inception.  It has
had no  significant  operating  revenue  to  date,  has  accumulated  losses  of
$1,223,307,  and  will  require  additional  working  capital  to  complete  its
acquisition  of ITAG.  This fact raises  substantial  doubt as to the  Company's
ability to continue as a going concern.

Year 2000 Issue

     Because  many  computer  applications  have been  written  using two digits
rather than four to define the applicable year, some date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. The year
2000 issue could result in system failures or miscalculations that could disrupt
the Company's operations.

     To the best of the Company's knowledge,  it has not experienced any systems
failures  or  disruptions  of its  systems  resulting  from the year 2000 issue,
although it continues to monitor its systems.

     As of December 31, 2000,  the Company spent  approximately  $20,000 on year
2000  compliance.  At this time,  the  Company  does not expect to incur  future
expenditures relating to year 2000 compliance matters.

Recent Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"),  "Accounting for Derivative
Instruments, and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments



                                       14
<PAGE>

embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities.  SFAS 133 is  effective  for all fiscal  quarters of fiscal
years beginning after June 15, 2000. The Company does not expect the adoption of
this  Statement  to have a  significant  impact on its  results  of  operations,
financial position or cash flows.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

     Market  risk  inherent  in  financial  instruments  outside  the  financial
statements is considered immaterial.

Item 8: Financial Statements and Supplementary Data

     Reference  is made to the  financial  statements  listed  under the heading
"Financial  Statements"  of Item  14  herein,  which  financial  statements  are
incorporated herein by reference in response to this Item 8.

Item 9: Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

     On June 29, 1999, at the request of the Company,  Barry L. Friedman,  P.C.,
("Friedman") resigned as its accountant engaged to audit the Company's financial
statements.  Friedman's report on the financial  statements for the period prior
to such resignation did not contain any adverse  opinion,  disclaimer of opinion
or was  qualified  or modified  as to  uncertainty,  audit  scope or  accounting
principles.  During the period preceding such resignation,  Mr. Friedman and the
Company did not have any disagreements on any matter of accounting principles or
practices,  financial statement  disclosure or auditing scope or procedure.  The
decision to engage BDO Seidman,  LLP as the  Company's  accountant  to audit its
financial statements was recommended by the board of directors of the Company.

                                    PART III

Item 10: Directors and Officers of the Registrant

     The following table sets forth certain  information,  as of March 17, 2000,
concerning the Company's  executive  officers and directors and key employees of
the Company:

Name                       Age           Position with the Company
----                       ---           -------------------------
Philip Garratt              49           President, Chief Executive Officer and
                                         Chairman
Patrick McGrath             28           Chief Financial Officer, Secretary and
                                         Treasurer
Raeanne Steele              46           Executive Vice-President of Sales and
                                         Marketing and a Director
Jasbir Dhaliwal             42           Director

     Philip J. Garratt has served as President,  Chief  Executive  Officer and a
director since June 1999. In March 2000,  Mr. Garratt was appointed  Chairman of
the board of directors.  From June 1994 to September 1998, Mr. Garratt served as
President and Chief  Executive  Officer of CNH de Venezuela,  a provider of high
capacity  wireless  telephony and data  transmission  services in Venezuela.  In
1993, Mr. Garratt founded Norcom Networks Corporation, a provider of value-added
fixed and mobile communication services within North America. Prior to 1993, Mr.
Garratt was President and Chief Executive Officer of Cycomm International, Inc.,
a  telecommunications  equipment  company that provided secure wireless products
for voice and data transmission.

     Patrick  McGrath has served as the Chief  Financial  Officer and  Secretary
since April 1999.  In March 2000,  Mr.  McGrath was  appointed  Treasurer of the
Company.  From  January  1999,  Mr.  McGrath has also  served as an  independent
consultant  to  Constellation  3D, Inc., an optical data storage  company.  From
October  1996  to  March  1999,  Mr.  McGrath  worked  as  an  accountant   with
International  Portfolio  Management,  a management  consulting  and  accounting
services  firm.  Prior to October 1996,  Mr. McGrath served as an accountant for
Vancouver Wharves, a grain terminal facility from February 1996 to October 1996.
From July 1995 to October 1996, Mr. McGrath served



                                       15
<PAGE>

as an accountant  for Open Learning  Agency,  an  educational  institution.  Mr.
McGrath  received his Bachelor of Commerce  degree from  Memorial  University of
Newfoundland in May 1995 and became a Certified General Accountant in 1999.

     Jasbir  Dhaliwal has served as a director since April 1999.  Since November
1998, Mr. Dhaliwal has also served as an Associate  Professor with the Technical
University of British  Columbia and as the Director of its Centre for Electronic
Commerce.  Prior to November 1998, Mr. Dhaliwal served as the Deputy Director of
the Centre for Management of Technology for the National University of Singapore
from  July  1993 to  November  1998.  Mr.  Dhaliwal  obtained  his  Bachelor  of
Accounting with Honors from the University of Malaya, Malaysia, and a Masters in
Business Administration and Doctorate in Management Information Service from the
University of British Columbia.

     Raeanne  Steele has  served as the  Executive  Vice-President  of Sales and
Marketing since January 1999 and as a director since June 1999. Prior to January
1999, Ms. Steele served as a private consultant  providing  contractual services
to the  private  and public  sector in business  development,  market  research,
business  planning,  and  communications  from January 1990 to January 1999. Ms.
Steele  received  a  Bachelor  of Arts  in  Education  and  Master  in  Business
Administration from the University of Alberta.

     On November 12, 1999, Jan Walter,  the Company's Chief Technology  Officer,
resigned to pursue other professional  opportunities.  On March 2, 2000 Mitchell
Eggers,  the  Company's  Chief  Operating  Officer and acting  Chief  Technology
Officer,  resigned as part of the Company's new corporate strategy. On March 14,
2000,  Richard  Stewart  resigned  as a director  of the  Company as part of the
Redemption Agreement.  These vacancies are expected to be filled upon completing
an acquisition of an operating business entity.

     Each  director  of the  Company is elected  for a period of one year at our
annual meeting of shareholders and serves until the next annual meeting or until
his successor is duly elected and qualified, unless his or her office is earlier
vacated in accordance  with the Bylaws of the Company.  The  executive  officers
serve at the discretion of the board, and are appointed annually.

     None of the  Company's  directors or executive  officers are parties to any
arrangement  or  understanding  with any other  person  pursuant  to which  said
individual  was elected as a director or officer of the Company.  No director or
executive  officer of the  Company  has any family  relationship  with any other
officer or director of the Company.

     Section  16(a) of the  Securities  and  Exchange  Act of 1934,  as amended,
requires the Company's  directors and  executive  officers,  and persons who own
more than 10% of a registered  class of the Company's  securities,  to file with
the Securities and Exchange  Commission initial reports of ownership and reports
of changes in  ownership  of common  stock and other  equity  securities  of the
Company. Officers,  directors, and greater-than-10% shareholders are required by
Securities and Exchange Commission regulation to furnish the Company with copies
of all Section 16(a) forms they file.

     To the Company's knowledge,  based solely on a review of the copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports were required,  the Company believes that during the year ended December
31, 1999, its officers,  directors and  greater-than-10%  shareholders  complied
with all Section 16(a) filing requirements.

Board Committees

     In July 1999, the board of directors established an audit committee,  which
is currently its only standing board committee.

     Audit  Committee.  The  responsibilities  of the  Audit  Committee  include
recommending  independent  accountants  to the  Company  to audit the  Company's
financial  statements,  discussing  the scope and  results of the audit with the
independent accountants,  reviewing the Company's interim and year-end operating
results with the  Company's  executive  officers and the  Company's  independent
accountants,  considering  the  adequacy of the  internal  accounting  controls,
considering  the audit  procedures  of the Company and  reviewing  the non-audit
services to be



                                       16
<PAGE>

performed by the independent accountants. The Audit Committee currently consists
of Jasbir Dhaliwal and Philip Garratt.

Item 11: Executive Compensation

     The following table sets forth the compensation paid to the Company's Chief
Executive Officer for the year ended December 31, 1999.

<TABLE>
                                    Summary Compensation Table
                                    --------------------------
                                                                                   Long-Term
                                                                                  Compensation
                                                                                  ------------
                                                   Annual Compensation
                                                  ---------------------            Securities
Name and Principal Position                       Salary         Bonus         Underlying Options
---------------------------                       ------         -----         ------------------
<S>                                     <C>     <C>              <C>               <C>
Philip Garratt (1)..................     1999   $ 111,863(2)      -                 150,000
  President, Chief Executive Officer
  and Chairman
------------
</TABLE>

(1)  Mr. Garratt became our Chief Executive Officer in June 1999.

(2)  Includes  $20,000 paid to 5215 Holding Ltd., a company which Mr. Garratt is
     the sole shareholder and serves as a director.


Option Grants in Last Fiscal Year

     The following table sets forth certain  information  regarding stock option
grants to the Company's Chief  Executive  Officer during the year ended December
31, 1999. The potential  realizable  value is calculated based on the assumption
that the common stock appreciates at the annual rate shown, compounded annually,
from the date of grant  until the  expiration  of its term.  These  numbers  are
calculated based on Securities and Exchange  Commission  requirements and do not
reflect the  Company's  projection  or estimate  of future  stock price  growth.
Potential realizable values are computed by:

     o    multiplying  the number of shares of common  stock  subject to a given
          option by the exercise price;

     o    assuming that the aggregate stock value derived from that  calculation
          compounds  at the  annual  5% or 10% rate  shown in the  table for the
          entire ten-year term of the option; and

     o    subtracting from that result the aggregate option exercise price.

<TABLE>
                                              Option Grants in 1999
                                              ---------------------
                                                 Individual Grants
                      ------------------------------------------------------------------------
                      Number of Securities    Percent of Total      Exercise     Expiration      Potential Realizable
                       Underlying Options     Options Granted      Price (per      Date            Value at Assumed
                             Granted          to Employees in       share) (2)                   Annual Rates of Stock
                                               Fiscal Year (1)                                   Price Appreciation for
                                                                                                     Option Term
                                                                                                     -----------
Name                                                                                                 5%            10%
----                  -----------------      -----------------     -----------   ----------     ----------     ----------
<S>                       <C>                      <C>              <C>           <C>           <C>          <C>
Philip Garratt.............150,000(3)              18.89%           $5.00(4)      5/10/04          $1.57         $3.46
------------
</TABLE>
----------------

(1)  During 1999, options to purchase 794,000 shares were issued to employees.

(2)  The  exercise  price per share  was equal to the fair  market  value of the
     Company's  common stock on the date of grant as  determined by the board of
     directors.


                                       17
<PAGE>

(3)  Represents  options  vesting  according to the following  schedule:  50,000
     options  vesting at one year,  50,000  options  vesting  at two years,  and
     50,000 options vesting at three years.

(4)  Mr. Garratt's option exercise price is $5.00 in year one and $6.00 in years
     two and three.


Option Exercises and Fiscal Year-End Values

     The following table sets forth for the Company's  Chief  Executive  Officer
the number of shares  acquired upon  exercise of stock  options  during the year
ended  December  31, 1999 and the number of shares  subject to  exercisable  and
unexercisable stock options held at December 31, 1999.

<TABLE>
                                       Aggregated Option Exercises in 1999
                                            and Year-End Option Values
                                      ------------------------------------
                                                                      Number of
                                                                Securities Underlying
                                                                 Unexercised Options           Value of Unexercised
                                                                        at                   In-the-Money Options at
                                      Shares                     December 31, 1999            December 31, 1999(1)
                                     Acquired                     -----------------        ------------------------
                                        on         Value
Name                                 Exercise    Realized     Exercisable  Unexercisable     Exercisable Unexercisable
----                                 --------    --------     -----------  -------------     -------------------------
<S>                                 <C>          <C>           <C>          <C>               <C>         <C>
Philip Garratt..................         -       $      -         -           150,000        $       -     $ 500,000
------------
</TABLE>

(1)  The value of unexercised in-the-money options at December 31, 1999 is based
     on $9.00 per share,  the  closing  price of the common  stock at such time,
     less the exercise price per share.


Item 12: Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth certain  information  known to the Company
with respect to the beneficial  ownership of its common stock as of December 31,
1999, by (i) each person known by the Company to be the beneficial owner of more
than 5% of the  outstanding  common  stock,  (ii) each  director of the Company,
(iii) each named  executive  officer,  and (iv) all  directors and officers as a
group. Except as otherwise  indicated,  the Company believes that the beneficial
owners of the common stock listed below, based on information  furnished by such
owners,  have sole  investment  and voting  power with  respect to such  shares,
subject to community property laws where applicable.

<TABLE>
                                                                         Number of Shares          Percent of Total
Directors, Named Executive Officers and 5% Shareholders(1)            Beneficially Owned(2)         Shares Owned(3)
----------------------------------------------------------            ---------------------         ---------------
<S>                                                                     <C>                           <C>
Richard Stewart(4)...............................                           1,800,000                     20%
  24254 San Fernando Road
  Newhall, CA  91321
Philip Garratt...................................                               -                          -
Patrick McGrath..................................                               -                          -
Raenne Steele....................................                               -                          -
Jasbir Dhaliwal..................................                               -                          -
All Directors and Officers as a group(4).........                           1,800,000                     20%
</TABLE>
-----------------

(1)  Unless otherwise indicated, the address of each beneficial owner is that of
     the Company.

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities and Exchange Commission,


                                       18
<PAGE>

     based on factors  including  voting and  investment  power with  respect to
     shares.  Common  stock  subject  to  options  currently   exercisable,   or
     exercisable  within 60 days after December 31, 1999, are deemed outstanding
     for computing the percentage  ownership of the person holding such options,
     but are not deemed  outstanding for computing the percentage  ownership for
     any other person. Applicable percentage ownership based on aggregate common
     stock  outstanding  as of December 31, 1999,  together with the  applicable
     options of such shareholder.

(3)  Based on an aggregate of 9,000,000  shares of Company's common stock issued
     and outstanding as of December 31, 1999.

(4)  Includes  600,000  shares  of  common  stock  held by PLIC,  a  corporation
     controlled by Mr. Stewart, and 1,200,000 shares of common stock held by the
     Partnership,  a  general  partnership  in which  Mr.  Stewart  is a general
     partner.  The  shares  held by on  behalf  of Mr.  Stewart  by PLIC and the
     Partnership  were redeemed in their entirety by the Company pursuant to the
     Stock Redemption and Settlement Agreement dated January 27, 2000, which was
     approved by the  shareholders on March 14, 2000,  entered into by and among
     the Company, PLIC, the Partnership,  and Mr. Stewart. Mr. Stewart currently
     does not beneficially own any shares of common stock of the Company.

Item 13: Certain Relationships and Related Transactions

Transactions with Management and Others

     Except  as  otherwise  disclosed  herein,  no  director,   senior  officer,
principal  shareholder,  or any associate or affiliate thereof, had any material
interest, direct or indirect, in any transaction since the beginning of the last
financial year of the Company that has materially  affected the Company,  or any
proposed  transaction  that would materially  affect the Company,  except for an
interest  arising from the  ownership of shares of the Company  where the member
will receive no extra or special  benefit or advantage  not shared on a pro rata
basis by all holders of shares in the capital of the Company.

     On May 26, 1999, the Company acquired SSI, an entity  controlled by Richard
Stewart,  a director  of the  Company.  The sole asset of SSI was the  Strategic
Alliance Agreement.  Under the terms of the acquisition,  entities controlled by
Mr. Stewart  received an aggregate of 1,800,000  shares of the Company's  common
stock.

     From  January  1999 to  December  31,  1999,  the Company  reimbursed  5215
Holdings  Ltd., a company for which Philip Garratt is the sole  shareholder  and
serves as a director,  $57,781  for costs  associated  with the  start-up of the
Company's  product  development  office  in  Vancouver.  The  Company  paid 5215
Holdings Ltd. rent of $5,400 a month for the premises in Vancouver.  This was an
informal  agreement that was cancelled January 3, 2000. The Company continues to
reimburse  5215, at cost, for general and  administrative  expenses  incurred by
5215 Holdings Ltd. on the Company's behalf.

     On February 4, 1999,  the  Company,  through its  wholly-owned  subsidiary,
entered into the Strategic  Alliance Agreement with PLIC. Under the terms of the
agreement,  PLIC granted the Company the right to directly  market the Company's
online stores to members of PLIC's rebate  shopping  network,  to place links to
its website on  websites  sponsored  by PLIC and to  distribute  memberships  in
PLIC's  rebate  shopping  network.  In  addition,  PLIC  agreed to provide or to
introduce  the  Company  to  transaction  processing,  product  fulfillment  and
helpdesk  services  providers  and to give  the  Company  access  to its list of
participating  merchants and product inventory on an ongoing basis. In exchange,
the  Company  agreed,  on an  exclusive  basis,  to sell,  market and honor PLIC
product rebate network  memberships and, subject to certain  exceptions,  to use
PLIC's transaction  processing and product fulfillment  services.  The Strategic
Alliance  Agreement  was for a perpetual  duration,  but could be  terminated by
either party for cause.  The Company paid to PLIC a one-time payment of $150,000
upon signing of the Strategic Alliance Agreement.

     In June 1999, the Company  entered into  employment  agreements with Philip
Garratt,  Mitchell Eggers,  Raeanne Steele,  Patrick McGrath and Jan Walter. The
Company also entered into a consulting agreement for non-technical services with
John C. Jones,  the former  President and a former director of the Company for a
term of six (6) months,  which terminated on August 15, 1999,  whereby Mr. Jones
provided consulting services to the Company



                                       19
<PAGE>

in exchange for a $5,000 per month fee and reimbursement of expenses  previously
approved by the Company that related to outside services  retained by Mr. Jones,
and any other  direct  costs  incurred,  and travel  expenses.  The Company also
entered into a consulting  agreement  with the  Technical  University of British
Columbia,  or which Dr. Jasbir  Dhaliwal is an associate  professor,  to provide
consulting  services at the rate of $3,500 per month.  All such  employment  and
consulting agreements with the Company were terminated as of January 3, 2000.

     On January 27, 2000, the Company entered into the Redemption Agreement with
PLIC,  the  Partnership,  and Richard  Stewart under which the Company agreed to
transfer a worldwide,  non-exclusive,  perpetual,  fully-paid-up license to use,
distribute or make  derivative  works from the Company's  software that operates
the EYI website and the  usrebatewarehouse.com  website in consideration for the
redemption of approximately 2,000,000 shares of common stock by the Company that
PLIC and the Partnership owned or had a right to purchase.

     On March 14, 2000, the shareholders of the Company at a special shareholder
meeting approved of the terms of the Redemption  Agreement and, as a result, the
approximately  2,000,000 shares of common stock of the Company that PLIC and the
Partnership  owned or had a right to purchase  were  redeemed by the Company and
were deemed  authorized but unissued  shares of the Company  pursuant to Florida
law.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

1.   The  following  financial  statements of the  Registrant  and the Report of
     Independent  Certified Public Accountants  thereon are included herewith in
     Item 8 above:

                                                                      Page
                                                                      ----
Report of Independent Certified Public Accountants.....................F-1
Consolidated Balance Sheets............................................F-2
Consolidated Statements of Operations..................................F-3
Consolidated Statements of Changes in Stockholders' Deficit............F-4
Consolidated Statements in Cash Flows..................................F-5
Notes to Financial Statements..........................................F-6

2.   Consolidated  financial  statement  schedules  and  Report  of  Independent
     Accountants in those schedules are included as follows:

     Not Applicable.



                                       20
<PAGE>

3.   Exhibits:

 Exhibit
  Number                Description
  ------                -----------
  2.1*         Agreement and Plan of Reorganization  dated as of May 17, 1999 by
               and among the registrant,  Shopping Sherlock, Inc. (Delaware) and
               Shopping Acquisition Corp.

  3.1*         Articles of Incorporation, as amended, of the Company

  3.2*         Bylaws of the Company

  4.1*         Form of Common Stock Share Certificate

 10.1*         1999 Stock Option Plan

 10.2*         Form of Stock Option Agreement

 10.3*         Strategic   Alliance   Agreement:   E-commerce,   Marketing   and
               Operations  dated  February 4, 1999 by and between the registrant
               and Premier  Lifestyles  International  Corporation

 10.4**        Stock Redemption and Settlement  Agreement dated January 27, 2000
               by and among the  registrant,  Premier  Lifestyles  International
               Corporation, Stewart Family Partners, and Richard Stewart

 10.5          Letter of Intent dated March 8, 2000 by and among the registrant,
               Bernd Tiessen and Wolfgang Dertwinkel

 10.6          Letter  of  Intent  dated  March  8,  2000  by  and  between  the
               registrant Markus Gildner

 10.7          Agency  Agreement  dated  March  15,  2000  by  and  between  the
               registrant and DJ Limited

 10.8*         Form of Independent Contractor Services Agreement

 10.9*         Consulting  Agreement for  Non-Technical  Services dated February
               15, 1999 by and between the registrant and John C. Jones

 10.10*        Consultant Agreement effective as of April 1, 1999 by and between
               the registrant and Technical University of British Columbia

 10.11*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Philip Garratt

 10.12*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Mitchell Eggers

 10.13*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Raeanne Steele

 10.14*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Jan Walter

 10.15*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Patrick McGrath

 10.16*        Lease  Agreement dated May 21, 1999 by and between the registrant
               and Spieker Properties, L.P.


                                       21
<PAGE>

 Exhibit
  Number                Description
  ------                -----------

 10.17         Master Officer  Service  Agreement dated February 24, 2000 by and
               between the registrant and HQ Global Workplace, Inc.

 10.18         Office Service  Agreement  dated February 24, 2000 by and between
               the registrant and HQ Global Workplace, Inc.

 16.1          Letter regarding change in Certifying Accountant

 27.1          Financial Data Schedule

------------------
*    Incorporated by reference to the Company's  Registration  Statement on Form
     10 (No. 000-26809)

**   Incorporated by reference to the Company's Definitive Proxy Statement filed
     on February 29, 2000 (No. 000-26809)


4.   Reports on Form 8-K

     No reports on Form 8-K were filed during the last quarter of 1999.












                                       22

<PAGE>

                                   SIGNATURES

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

March 29, 2000.

                                     SHOPPING SHERLOCK, INC.


                                     By: /s/ Philip Garratt
                                         ---------------------------------------
                                     Philip Garratt, Chief Executive Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report to be signed by the  following  persons on behalf of  Shopping  Sherlock,
Inc. in the capacities and on the dates indicated.


Signature                       Title                              Date
---------                       -----                              ----

/s/ Philip Garratt
---------------------------     President, Chief Executive       March 29, 2000
  Philip Garratt                Officer and Chairman


/s/ Patrick McGrath
---------------------------     Secretary, Treasurer and Chief   March 29, 2000
Patrick McGrath                 Financial Officer


/s/ Raenne Steele
---------------------------     Executive Vice President of      March 29, 2000
Raenne Steele                   Sales and Marketing and a
                                Director


/s/ Jasbir Dhaliwal
---------------------------     Director                         March 29, 2000
Jasbir Dhaliwal




<PAGE>







                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)



                                               Consolidated Financial Statements




                                   From the date of inception  (August 17, 1984)
                                         and three years ended December 31, 1999


<PAGE>






                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)



================================================================================


                                               Consolidated Financial Statements


                                   From the date of inception  (August 17, 1984)
                                         and three years ended December 31, 1999


<PAGE>

                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)



                                                                        Contents

================================================================================




Report of Independent Certified Public Accountants......................    F-1

Financial Statements

   Consolidated Balance Sheets..........................................    F-2

   Consolidated Statements of Operations................................    F-3

   Consolidated Statements of Changes in Stockholders' Deficit..........    F-4

   Consolidated Statements of Cash Flows................................    F-5

   Notes to Financial Statements........................................    F-6




<PAGE>


Report of Independent Certified Public Accountants

Board of Directors and Stockholders of
Shopping Sherlock, Inc.

We have  audited  the  accompanying  consolidated  balance  sheets  of  Shopping
Sherlock,  Inc.  (a  development  stage  company)  and  its  subsidiaries  ("the
Company")  as of  December  31,  1999  and 1998 and the  related  statements  of
operations,  stockholders' deficit and cash flows for each of the three years in
the period ended December 31, 1999 and for the period from inception (August 17,
1984)  through   December  31,  1999.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above, present
fairly, in all material  respects,  the financial position of Shopping Sherlock,
Inc. (a development stage company) and its subsidiaries at December 31, 1999 and
1998,  and the results of their  operations and cash flows for each of the three
years in the period ended  December  31, 1999 and for the period from  inception
(August 17,  1984)  through  December  31,  1999 in  conformity  with  generally
accepted accounting principles.

As discussed in Note 2 to the financial statements,  the Company has been in the
development  stage  since  its  inception  and has  accumulated  losses  of $1.2
million.  In addition,  in January 2000,  the Company  suspended all  activities
related to its e-commerce web sites and cancelled its employment, consulting and
lease  agreements  and began  liquidation  shortly  thereafter.  Future  revenue
sources  have not been  secured and future  operations  are  dependent  upon the
Company's  ability  to raise  significant  amounts  of  working  capital to fund
business  acquisitions  or  development  of a product.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's plans in regards to these matters are also described in Note 2. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.



BDO Seidman, LLP
Seattle, Washington

February 4, 2000, (Except for Note 10, which
is as of March 8, 2000)


                                                                             F-1
<PAGE>

                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                                     Consolidated Balance Sheets
================================================================================
<TABLE>

December 31,                                                                               1999               1998
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                <C>
ASSETS

Current Assets
   Cash and cash equivalents                                                       $       93,127        $         -
   Restricted cash                                                                         35,686                  -
   Prepaid expenses and deposits                                                           22,917                  -
-----------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                      151,730                  -

Net assets to be disposed                                                                  86,098                  -
-----------------------------------------------------------------------------------------------------------------------
Total Assets                                                                       $      237,828        $         -
-----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable                                                                $       74,907        $         -
   Due to related party                                                                    95,033                  -
   Convertible note payable                                                               150,616                  -
-----------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                 320,556                  -
-----------------------------------------------------------------------------------------------------------------------
Stockholders' Deficit

   Common stock, $.001 par value; 50,000,000 shares authorized,
    9,000,000 and 1,000,000 issued and outstanding                                          9,000              1,000
   Additional paid in capital                                                           1,131,579              2,079
   Deficit accumulated during the development stage                                    (1,223,307)            (3,079)
-----------------------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                                               (82,728)                 -
-----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                        $      237,828        $         -
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 See accompanying notes to financial statements.


                                                                             F-2
<PAGE>

                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                           Consolidated Statements of Operations
================================================================================

<TABLE>

                                              Cumulative
                                            Amounts for the
                                             period from
                                               Inception                               Year ended
                                           (August 17, 1984)                           December 31,
                                                through          ----------------------------------------------------
                                            December 31,1999           1999             1998              1997
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                         <C>              <C>               <C>
  OPERATING EXPENSES

   General and administrative                $     75,553        $     72,474       $    2,079          $       -
   Depreciation and amortization                    6,146               6,146
   Interest expense, net                           28,623              28,623                -                  -
----------------------------------------------------------------------------------------------------------------------

  Total operating expenses                        110,322             107,243            2,079                  -
----------------------------------------------------------------------------------------------------------------------

  NET LOSS FROM DISCONTINUED
    OPERATIONS                                  1,112,985           1,112,985
----------------------------------------------------------------------------------------------------------------------
                                                1,112,985           1,112,985                                   -
----------------------------------------------------------------------------------------------------------------------
  Net loss                                  $  (1,223,307)       $ (1,220,228)      $   (2,079)         $       -
----------------------------------------------------------------------------------------------------------------------
  Net loss per share -
    Continuing operations                   $           -        $      (0.02)      $    (0.01)         $       -
    Discontinued operations                             -               (0.15)               -                  -
----------------------------------------------------------------------------------------------------------------------
  Net loss per share - basic and diluted    $                    $      (0.17)      $    (0.01)         $       -
----------------------------------------------------------------------------------------------------------------------
  Weighted average number of
    shares of common stock
    outstanding                                                     7,229,461          445,833            100,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                 See accompanying notes to financial statements.




                                                                             F-3
<PAGE>

                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                Consolidated Statements of Stockholders' Deficit
================================================================================
<TABLE>

                                                                                         Deficit
                                                                                       Accumulated
                                             Common Stock                                during
                                         --------------------         Additional      Development
                                         Shares        Amount      Paid-in Capital        Stage           Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>           <C>               <C>               <C>
Shopping Sherlock, Inc. Activities
   (Formerly known as AIDA
   Industries):
     Issuance of common stock
     for cash                              100,000     $     100     $       900      $          -      $      1,000

Net Loss                                         -             -               -            (1,000)           (1,000)
-----------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1985                 100,000           100             900            (1,000)                -

Activity January 1986 through
December 31, 1997                                -             -               -                 -                 -
-----------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1997                 100,000           100             900            (1,000)                -

 Issuance of Common stock for
   reinstatement fees - July 20,
   1998                                    900,000           900           1,179                 -             2,079

 Net Loss                                        -             -               -            (2,079)           (2,079)
-----------------------------------------------------------------------------------------------------------------------

 Balance, December 31, 1998              1,000,000         1,000           2,079            (3,079)                -

Sale of Common Stock for Cash
   ($.05/Share) - February 17, 1999      5,000,000         5,000         245,000                 -           250,000

Sale of Common Stock for Cash
   ($1.00/Share) - April 16, 1999        1,000,000         1,000         999,000                 -         1,000,000

Issuance of Common Stock for
   Acquisition of Shopping Sherlock
   - Delaware - May 26, 1999             2,000,000         2,000          (2,000)                -                 -

Cash distributed to significant
   shareholder - May 26, 1999                    -             -        (150,000)                -          (150,000)

Beneficial conversion discount of
   convertible debt - December 14,
   1999                                          -             -          37,500                 -            37,500

Net Loss                                         -             -               -        (1,220,228)       (1,220,228)
-----------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1999               9,000,000     $   9,000     $ 1,131,579      $ (1,223,307)     $    (82,728)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
                                 See accompanying notes to financial statements.


                                                                             F-4

<PAGE>

                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                           Consolidated Statements of Cash Flows
================================================================================


                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
                                             Cumulative Amounts
                                               for the period
                                               from Inception                           Year Ended
                                              (August 17, 1984)                        December 31,
                                                   through          ----------------------------------------------------
                                              December 31, 1999          1999              1998             1997
------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                   <C>               <C>              <C>
Cash Flows From Operating Activities
   Net loss                                    $ (1,223,307)        $  (1,220,228)     $     (2,079)    $          -
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Discount amortization on convertible
       note payable                                  37,500                37,500                 -                -
     Depreciation                                    32,957                32,957                 -                -
     Provision for losses on assets held
       for liquidation                               68,865                68,865
     Change in assets and liabilities:
       Restricted cash                              (35,686)              (35,686)                -                -
       Prepaid expenses and deposits                (22,917)              (22,917)                -                -
       Accounts payable                              74,907                74,907                 -                -
       Accrued interest on convertible
         note payable                                   616                   616                 -                -
------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities            (1,067,065)           (1,063,986)           (2,079)               -
------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
   Acquisition of subsidiary                       (150,000)             (150,000)                -                -
   Purchase of furniture and equipment             (116,189)             (116,189)                -                -
   Increase in note receivable                      (71,731)              (71,731)                -                -
------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities              (187,920)             (187,920)                -                -
------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
   Distribution to Stockholder                     (150,000)             (150,000)                -                -
   Proceeds from issuing common stock             1,253,079             1,250,000             2,079                -
   Advances from related party                       95,033                95,033                 -                -
   Proceeds from convertible note payable           150,000               150,000                 -                -
------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing
Activities                                        1,348,112             1,345,033             2,079                -
------------------------------------------------------------------------------------------------------------------------
Net Increase in Cash and Cash
Equivalents                                          93,127                93,127                 -                -

Cash and Cash Equivalents, beginning of
period                                                    -                     -                 -                -
------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of period       $     93,127         $      93,127      $          -                -
------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                 See accompanying notes to financial statements.


                                                                             F-5
<PAGE>

                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements
================================================================================


NOTE 1:
Description of Business
and Summary of
Significant Accounting
Policies

          Operations - Shopping  Sherlock,  Inc. - Florida  ("the  Company") was
          incorporated  in the State of Florida on August  17,  1984,  under the
          name of AIDA Industries,  Inc. ("AIDA"). From inception until July 20,
          1998 there was no activity within AIDA. On July 20, 1998, AIDA amended
          its articles of incorporation to provide for a 1000:1 stock split, and
          to apply for listing on the OTC Bulletin Board. On March 24, 1999 AIDA
          changed its name to Shopping Sherlock, Inc.

          Business   Combination   -   Shopping   Sherlock,   Inc.   -  Delaware
          ("SSI-Delaware"),  was  organized  and  incorporated  in the  State of
          Delaware  on January  20,  1999,  for the  purpose of  developing  and
          implementing an Internet based retail business providing discounts and
          purchase  rebates to its  customers.  On February 4, 1999, SSI entered
          into a strategic  marketing  and  operations  agreement  with  Premier
          Lifestyles International  Corporation ("PLIC"), a direct marketing and
          sales company,  to provide  certain  Internet based services to PLIC's
          existing customers.  SSI-Delaware paid PLIC a one-time fee of $150,000
          upon  signing  of the  agreement  for  access  to its  customer  base.
          SSI-Delaware  received an advance of $150,000  from the Company to pay
          the licensing fee to PLIC. SSI-Delaware began operations June 1, 1999.

          On May 26, 1999 the Company entered into an acquisition agreement with
          SSI-Delaware  obtaining all rights and obligations under the agreement
          between  SSI-Delaware  and  PLIC,  whereby  2,000,000  shares  of  the
          Company's common stock were issued to the shareholders of SSI-Delaware
          for 100% of its common stock.  Because of the common ownership between
          SSI-Delaware  and PLIC, and the fact that the majority  shareholder of
          SSI-Delaware  and PLIC will hold a continuing  equity  position in the
          Company in excess of 10%, the  marketing  agreement  acquired has been
          assigned no value in the Company's financial statements.  The $150,000
          paid to  SSI-Delaware  has been recorded as a capital  distribution to
          stockholders in the financial statements of the Company.

          As discussed in Note 2, the PLIC agreement was  terminated  subsequent
          to  year-end,   and  the  Company  announced  the  suspension  of  all
          activities related to its e-commerce sites.

          Principles of Consolidation - The consolidated financial statements of
          the Company  include the  accounts  of its  subsidiary  (SSI-Delaware)
          after elimination of intercompany balances and transactions.



                                                                             F-6
<PAGE>
                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements
================================================================================


NOTE 1:
Description of Business
and Summary of
Significant Accounting
Policies
(continued)


          Accounting Estimates - The Company's financial statements are prepared
          in  conformity   Description  of  Business  with  generally   accepted
          accounting principles which requires management to make and Summary of
          estimates and assumptions  that affect the reported  amounts of assets
          and  liabilities  Significant  Accounting  Policies and  disclosure of
          contingent  assets  and  liabilities  at the  date  of  the  financial
          (continued)  statements,  and the  reported  amounts  of  revenue  and
          expenses during the reporting period. Actual results could differ from
          the estimates.

          Cash  and  Cash  Equivalents  - For  the  purposes  of  balance  sheet
          classification and the statements of cash flows, the Company considers
          all highly liquid  investments  purchased with an original maturity of
          three months or less to be cash equivalents.

          Restricted Cash - Restricted  cash represents  sales proceeds from the
          Company's  e-commerce  web  sites,  held by the bank  responsible  for
          clearing  the  Company's  e-commerce  transactions.  The cash  will be
          remitted to the Company at various times after  December 31, 1999, but
          not exceeding six months from year-end.

          Furniture  and Equipment - Furniture and equipment are stated at cost.
          Depreciation and amortization are computed utilizing straight-line and
          accelerated  methods over  estimated  useful lives ranging from 3 to 5
          years.

          In conjunction with the  cancellation of the Company's  e-commerce web
          sites,  the Company is in the process of liquidating all its furniture
          and equipment, which is included in assets held for liquidation in the
          financial statements.

          Stock-Based Compensation - Statement of Financial Accounting Standards
          No. 123,  "Accounting  for  Stock-based  Compensation"  ("SFAS  123"),
          establishes  a  fair  value  method  of  accounting  for   stock-based
          compensation  plans and for  transactions in which a company  acquires
          goods  or  services   from   non-employees   in  exchange  for  equity
          instruments. SFAS 123 also gives the option to account for stock-based
          employee  compensation in accordance with Accounting  Principles Board
          Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees,"
          or SFAS 123.  The  Company  elected  to follow  APB 25 which  measures
          compensation cost for employee stock options as the excess, if any, of
          the fair market price of the Company's stock at the  measurement  date
          over the amount an employee must pay to acquire stock.


                                                                             F-7
<PAGE>
                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements
================================================================================


NOTE 1:
Description of Business
and Summary of
Significant Accounting
Policies
(continued)


          Income Taxes - The Company  accounts  for income  taxes in  accordance
          with the Description of Business  provisions of Statement of Financial
          Accounting  Standards No. 109,  "Accounting  for and Summary of Income
          Taxes,"  ("SFAS 109").  SFAS 109 requires the  recognition of deferred
          tax  Significant  Accounting  Policies  assets and liabilities for the
          expected  future income tax  consequences  of events that  (continued)
          have  been  recognized  in a  company's  financial  statements  or tax
          return.  Under this method,  deferred tax assets and  liabilities  are
          determined  based on the temporary  differences  between the financial
          statement carrying amounts and their tax basis using enacted tax rates
          in effect in the years in which the temporary differences are expected
          to  reverse.   Valuation   allowances  are  provided  when  management
          determines  that the  realization of deferred tax assets fails to meet
          the more likely than not standard imposed by SFAS 109.

          Net Loss Per Share - Basic loss per share is computed by dividing  net
          loss by the weighted average number of common shares outstanding.  Per
          share  information for all prior periods have been adjusted to reflect
          the 1,000:1 stock split declared on July 20, 1998.

NOTE 2:
Discontinued
Operations

          The Company has been in the development  stage since its inception and
          has  accumulated  losses  of  $1,223,307.  On  January  2,  2000,  the
          Company's Board of Directors  decided to terminate all activity of its
          two  e-commerce  web sites as adequate  volume was not  generated  and
          adequate levels of additional working capital could not be raised. All
          employment,  consulting,  and long  term  lease  agreements  have been
          cancelled.

          On January 27,  2000,  the Company  announced  it had an  agreement in
          principle with PLIC and a significant  shareholder whereby the Company
          will  turn  over  its two  existing  e-commerce  web  sites to PLIC in
          exchange for  approximately  2 million shares of the Company's  common
          stock held by PLIC and officers of PLIC.

          The Company is looking for new business  opportunities  and has enough
          money to sustain minimum operations through April 2000. It believes it
          can raise  additional  amounts  in the  interim  periods  to cover any
          additional  working capital  requirements  that may arise. The Company
          will seek to raise  funds  when a new  business  opportunity  has been
          negotiated by its Board of Directors.



                                                                             F-8
<PAGE>
                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements
================================================================================


NOTE 2:
Discontinued
Operations
(continued)


          The net assets to be disposed,  recorded in the consolidated financial
          statements at  Discontinued  December 31, 1999,  include  management's
          estimates in accordance with Accounting  Operations  Principles  Board
          (APB)  Opinion No. 30 "Reporting  the Results of  Operations-Reporting
          (continued)  the Effects of  Disposal of a Segment of a Business,  and
          Extraordinary,   Unusual  and   Infrequently   Occurring   Events  and
          Transactions," and consist of the following assets of the discontinued
          e-commerce operations:

                                                                 Amount
          ----------------------------------------------------------------

          Advance Receivable                             $       71,730
          Furniture and equipment                                37,533
          Computer hardware and software                         45,700
          ----------------------------------------------------------------
                                                                154,963
          Estimated loss on disposal                            (68,865)
          ----------------------------------------------------------------
          Net assets to be disposed                      $       86,098
          ----------------------------------------------------------------

NOTE 3:
Securities Issues

          In anticipation of the merger with SSI, the Company sold  unregistered
          securities in two separate transactions.

          On February 17, 1999,  the Company issued  5,000,000  shares of common
          stock at a price of $0.05 per share for an aggregate purchase price of
          $250,000. The shares were sold to 20 holders, all of whom were outside
          the United States,  pursuant to an exemption from  registration  under
          Rule 504 of Regulation D under the Securities Act of 1933, as amended.

          On April 16, 1999 the Company issued  1,000,000 shares of common stock
          at a price of $1.00  per  share  for an  aggregate  purchase  price of
          $1,000,000.  The  shares  were  sold to 17  holders,  all of whom were
          outside the United States,  pursuant to an exemption from registration
          under Rule 506 of Regulation D under the Securities Act of 1933.

NOTE 4:
Related Party
Transactions

          Certain  operating  expenses are paid by a related  company,  which in
          turn is  reimbursed  by the Company.  For the year ended  December 31,
          1999, the Company reimbursed the related company $57,781. In addition,
          the Company paid the related  company $48,672 under an informal rental
          agreement,  which includes  $11,500 of prepaid  expenses and deposits.
          The  agreement  may be  cancelled  at any time.  At December 31, 1999,
          $5,708 is included in due to related party.



                                                                             F-9
<PAGE>
                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements
================================================================================


NOTE 4:
Related Party
Transactions
(continued)

          The Company  retained all key employees  under  consulting  agreements
          until June 24, 1999. At that time, the Company entered into employment
          contracts replacing the (continued)  consulting  agreements with these
          employees. The contracts run from month to month and may be terminated
          upon 30 days notice.  The aggregate  obligation under these agreements
          is  $35,200  per  month,  the same  amounts  that were paid  under the
          previous  consulting  agreements.  The  expense  of  these  agreements
          totaled  $367,363,  of which $72,254 was for  individuals  who were no
          longer key  employees  at the end of the year.  At December  31, 1999,
          $89,325 is included in due to related party. All employment  contracts
          were  cancelled on January 3, 2000 as part of the  termination  of the
          Company's e-commerce activities.

          In April 1999, the Company entered into a one year consulting contract
          with  a  university  in  British  Columbia,  Canada  where  one of the
          Company's  directors  is an  instructor.  The Company  pays $3,500 per
          month,  of which  $31,231 is included  in expenses  for the year ended
          December  31, 1999.  The contract was  cancelled on January 3, 2000 as
          part of the termination of the Company's e-commerce activities.

          In 1999 the Company  purchased  $57,000 in fixed assets from a company
          owned by one of its key employees.

NOTE 5:
Stock Options

          The Company  implemented  a stock  option plan ("the Plan") on July 1,
          1999 for the benefit of its  officers,  directors  and key  employees.
          Options to purchase  794,000  shares have been granted under the Plan,
          and the Company has  reserved  794,000  shares.  The options will vest
          over three years from the date of grant, and expire on May 10, 2004.

          At December  31, 1999 there were  588,000  options  outstanding,  with
          173,000  options at a strike price of $5 per share and 415,000 options
          at a strike  price of $6 per share,  resulting  in a weighted  average
          strike  price of $5.71.  None of the options  were vested at year-end.
          The Company has  elected to account  for these  options in  accordance
          with APB No.25,  therefore no  compensation  expense was recognized as
          the strike  price of the option was equal to the fair market  value of
          the stock at date of grant.  Subsequent  to  December  31,  1999,  the
          Company reduced the number of shares granted under the plan to 305,000
          shares, after suspension of its e-commerce activities.



                                                                            F-10
<PAGE>
                                                         Shopping Sherlock, Inc.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements
================================================================================


NOTE 5:
Stock Options
(continued)

          Pro forma  information  regarding net loss and net loss per share,  as
          required by FAS  No.123,  has been  estimated  using a Black - Scholes
          multiple   option  pricing  model  with   (continued)   the  following
          assumptions:  Risk free interest rate of 5.43%, expected volatility of
          451%,  expected life of 36 months, and no expected dividend.  Proforma
          net loss and net loss per share is $1,877,700 and $0.26, respectively.

NOTE 6:
Income Taxes

          At  December  31,  1999 the  Company  has net  deferred  tax assets of
          $414,800  primarily due to net operating  loss carry  forwards,  which
          begin to expire in 2018. A 100% valuation  allowance has been recorded
          against the deferred tax asset as management has yet to establish that
          recovery of this asset is more likely than not.


NOTE 7:
Convertible Note
Payable

          On December  14,  1999,  the Company  issued  $150,000 of  convertible
          subordinated  debt to The Silver Trust. The note is due March 31, 2000
          with  interest at the rate of 10% per annum.  The note is  convertible
          into common stock at a price equal to 80% of the trading  price of the
          common stock on the date such advance was converted.  The quoted price
          for the Company's  stock on December 14, 1999 was $11,  resulting in a
          deemed  beneficial  conversion  feature and discount of  approximately
          $37,500,  which was  recorded  as an increase  to  additional  paid-in
          capital and interest  expense.  Accrued  interest at December 31, 1999
          was $616.  On  January  21,  2000,  the note and the  related  accrued
          interest were  converted  into 63,116  shares of the Company's  common
          stock.

NOTE 8:
Operating Leases

          In  addition to the  informal  rent  agreement  discussed  above,  the
          Company  leases  office space under an operating  lease  through March
          2001. Future minimum lease payments  approximate  $41,400 in 2000, and
          $10,400  in 2001.  All long  term  facilities  lease  agreements  were
          cancelled  in January  and  February  2000,  as part of the  Company's
          termination of its e-commerce activities.

NOTE 9:
Subsequent Events

          In March 2000, the Company  entered into a Letter of Intent to acquire
          all of the issued and outstanding  equity  securities of it-softdialog
          AG, an established  Information  Technology business  headquartered in
          Germany.  Under the terms of the Letter of Intent, total consideration
          consists of $8.0 million in cash and up to 2,000,000  common shares of
          the Company.

          The  Company  expects  to raise the cash for the  transaction  through
          private placement sales of either debt or equity.  Upon closing of the
          acquisition,  the Company  intends to change its name to ASPi  Europe,
          Inc.



                                                                            F-11




<PAGE>

                                  EXHIBIT INDEX
                                  -------------

 Exhibit
  Number                Description
  ------                -----------
  2.1*         Agreement and Plan of Reorganization  dated as of May 17, 1999 by
               and among the registrant,  Shopping Sherlock, Inc. (Delaware) and
               Shopping Acquisition Corp.

  3.1*         Articles of Incorporation, as amended, of the Company

  3.2*         Bylaws of the Company

  4.1*         Form of Common Stock Share Certificate

 10.1*         1999 Stock Option Plan

 10.2*         Form of Stock Option Agreement

 10.3*         Strategic   Alliance   Agreement:   E-commerce,   Marketing   and
               Operations  dated  February 4, 1999 by and between the registrant
               and Premier  Lifestyles  International  Corporation

 10.4**        Stock Redemption and Settlement  Agreement dated January 27, 2000
               by and among the  registrant,  Premier  Lifestyles  International
               Corporation, Stewart Family Partners, and Richard Stewart

 10.5          Letter of Intent dated March 8, 2000 by and among the registrant,
               Bernd Tiessen and Wolfgang Dertwinkel

 10.6          Letter  of  Intent  dated  March  8,  2000  by  and  between  the
               registrant Markus Gildner

 10.7          Agency  Agreement  dated  March  15,  2000  by  and  between  the
               registrant and DJ Limited

 10.8*         Form of Independent Contractor Services Agreement

 10.9*         Consulting  Agreement for  Non-Technical  Services dated February
               15, 1999 by and between the registrant and John C. Jones

 10.10*        Consultant Agreement effective as of April 1, 1999 by and between
               the registrant and Technical University of British Columbia

 10.11*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Philip Garratt

 10.12*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Mitchell Eggers

 10.13*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Raeanne Steele

 10.14*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Jan Walter

 10.15*        Employment  Agreement  dated  June 24,  1999 by and  between  the
               registrant and Patrick McGrath

 10.16*        Lease  Agreement dated May 21, 1999 by and between the registrant
               and Spieker Properties, L.P.

 10.17         Master Officer  Service  Agreement dated February 24, 2000 by and
               between the registrant and HQ Global Workplace, Inc.

 10.18         Office Service  Agreement  dated February 24, 2000 by and between
               the registrant and HQ Global Workplace, Inc.

 16.1          Letter regarding change in Certifying Accountant

 27.1          Financial Data Schedule

------------------
*    Incorporated by reference to the Company's  Registration  Statement on Form
     10 (No. 000-26809)

**   Incorporated by reference to the Company's Definitive Proxy Statement filed
     on February 29, 2000 (No. 000-26809)