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

                                  FORM 10-KSB/A

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

For the Fiscal Year Ended December 31, 1999.        Commission File No. 0-28720.

                            SALES ONLINE DIRECT INC.
                            ------------------------
              (Exact name of small business issuer in its charter)

         Delaware                                          73-1479833
         --------                                          ----------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                4 Brussels Street, Worcester, Massachusetts 01610
                -------------------------------------------------
                (Address of principal executive office)(Zip Code)

         Issuer's Telephone Number, Including Area Code: (508) 753-0945
          (Securities registered pursuant to Section 12(b) of the Act)

                         Common Stock, $0.001 Par Value
                         ------------------------------
                              (Title of each class)

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

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B is not  contained  on  this  Form,  and no  disclosure  will  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-KSB/A or any amendment to this Form 10-KSB/A. [X]

State Issuer's revenues for its most recent fiscal year: $1,003,200

As of March 24, 2000, the registrant had  outstanding  47,056,140  shares of its
common  stock,  par value of $0.001,  its only class of voting  securities.  The
aggregate  market value of the shares of common stock of the registrant  held by
non-affiliates  on March 24, 2000 was  approximately  $25,868,989 based upon the
average over the counter sales price of $2.625 per share on such date.

                       DOCUMENTS INCORPORATED BY REFERENCE

No  documents  are  incorporated  by  reference  into this 10-KSB/A except those
Exhibits so  incorporated  as set forth in Item 13.

<PAGE>

This Form 10-KSB/A is being filed by Sales Online Direct,  Inc. (the  "Company")
to amend Part III of the Form  10-KSB  filed by the  Company on April 14,  2000,
which incorporated by reference the information  required in Items 9, 10, 11 and
12 in the Company's definitive information statement for its 2000 Annual Meeting
of  Shareholders.  The  Company  has  determined  that  it  will  not  file  its
information  statement  within 120 days  after the close of the fiscal  year for
which the 10-KSB was filed, and therefore is filing the information  required in
Part III, Items 9, 10, 11 and 12 in this 10-KSB/A.

                                    PART III

Item 9.       Directors  and  Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act.

Directors and Executive Officers

The following  table sets forth certain  information  regarding the directors of
the Company.

                                                                      Director
       Name                        Age                                 Since
       ----                        ---                                 -----

       Gregory Rotman*              35                                 1999
       Richard Rotman*              29                                 1999
       Marc Stengel                 42                                 1999
       Hannah Kramer                61                                 1999

----------------------
*Gregory Rotman and Richard Rotman are brothers.

       The following is a  description  of the current  occupation  and business
experience for the last five years for each director.

       Gregory P. Rotman has served as a Director  and the  President  and Chief
Executive  Officer of the Company since the Company  purchased all of the issued
and  outstanding  stock  of  Internet  Auction,   Inc.  in  February  1999  (the
"Transaction").  Prior to joining  the  Company,  he was  involved in starting a
group known as  Teamworks,  Inc.,  LLC. Its sole purpose from  1991-1995  was to
facilitate the design, financing and build-out of the MCI National Sports Museum
in  Washington,   D.C.  Today  the  MCI  National  Sports  Museum  is  the  only
interactive, all encompassing, sports-based museum in the United States.

       Richard  S.  Rotman  has  served as a  Director  and the Chief  Financial
Officer,  Vice  President,  and Secretary of the Company since the  Transaction.
Prior to joining the Company,  he was involved in the  management and day-to-day
operations of Rotman  Auction,  Inc. which he formed in February 1997. From 1995
until  February  1997,  Mr.  Rotman  worked  for  the  family  business,  Rotman
Collectibles,  where  he  began in sales  and  distribution  in the new  product
division.  As the industry was changing,  Rotman  Collectibles began focusing on
auctions as a more  permanent  division  and during  1996,  he began to create a
presence on the Internet.  Mr. Rotman's  primary  expertise is in management and
daily operations. From 1994 to 1995, Mr. Rotman served as the director of an art
gallery in Jackson, Wyoming, selling original artwork to high-end clientele.

                                       2
<PAGE>

       Marc Stengel has served as a Director and Executive Vice President of the
Company since the Transaction.  He runs the daily operations of the websites for
the Company, including systems administration and overseeing the programming for
each of the  Company's  divisions.  Prior to joining the  Company,  he served as
president of World Wide Collectors Digest,  Inc., which he co-founded in 1994 in
an effort to combine his knowledge of computer  technology  with his interest in
sports. Prior to that, Mr. Stengel ran his family clothing business.

       Hannah  Kramer  has  served  as a  Director  of  the  Company  since  the
Transaction. Prior to joining the Company, she served as vice president of World
Wide Collectors Digest,  Inc.,  which she co-founded in 1994. She also owns four
clothing stores.

Compliance with Section 16(a)

       Section  16(a)  of the  Securities  Exchange  Act of  1934  requires  the
Company's  directors and executive  officers,  and persons who own more than ten
percent of the Company's  outstanding  Common Stock to file with the  Securities
and Exchange  Commission (the "SEC") initial reports of ownership and reports of
changes  in  ownership  of  Common  Stock.  Such  persons  are  required  by SEC
regulation to furnish the Company with copies of all such reports they file.

       To the  Company's  knowledge,  based  solely on a review of the copies of
such reports furnished to the Company and representations  that no other reports
were required, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners have been complied with
for the period which this Form 10-KSB/A relates.

Item 10.      Executive Compensation.

       The following  table sets forth the  compensation  of the Company's chief
executive  officer  and each  officer  whose  total cash  compensation  exceeded
$100,000,  for the last three fiscal years ended  December 31, 1999,  1998,  and
1997. The Company did not pay any long-term compensation to the named officers.

                           Summary Compensation Table

  Name and Principal Position               Year               Salary
  ---------------------------               ----               ------

  Gregory P. Rotman                        1999(1)            $124,519
    President and                          1998               $      0
    Chief Executive Officer                1997               $      0

  Richard S. Rotman                        1999(1)            $126,194
    Chief Financial Officer,               1998               $      0
    Vice President and Secretary           1997               $      0

  Marc Stengel                             1999(1)            $126,194
    Executive Vice President               1998               $      0
                                           1997               $      0
  ---------------
       (1) Gregory P. Rotman, Richard S. Rotman and Marc Stengel became officers
of the Company following the Transaction.

                                       3

<PAGE>

Item 11.    Security Ownership of Certain Beneficial Owners and Management.

       The following  table indicated all persons who, as of March 24, 2000, the
most recent  practicable date, are known by the Company to own beneficially more
than 5% of any class of the Company's  voting  securities  and all directors and
all  officers of the Company as a group.  The address of each person named below
is address of the Company.

                                   Amount and
       Name of Beneficial          Nature of                   % of
         Owner                     Beneficial Owner            Class
         -----                     ----------------            -----

         Gregory Rotman               8,309,005                17.66%
         Richard Rotman              10,155,451                21.58%
         Marc Stengel                12,925,119                27.47%
         Hannah Kramer                5,539,337                11.77%
         All directors and
           officers as a group       36,928,912                78.48%


Item 12.    Certain Relationships and Related Transactions.

         During   September  1999,  the  Company   purchased   certain  computer
equipment,  internet research technology and coding material from Timeline, Inc.
("Timeline")  in the amount of $70,000.  Timeline is owned by Gregory Rotman and
Richard Rotman, who are executive officers and directors of the Company.

Item 13.    Exhibits and Reports on Form 8-K.

            (a)      Exhibits.

            Exhibits   are   numbered   in    accordance   with   Item   601  of
            Regulation S-B.

            Exhibit     Description of Exhibits
            No.         -----------------------
            -------

             2.1        Agreement and Plan of  Reorganization  dated January 31,
                        1999  among the  Company  and  Gregory  Rotman,  Richard
                        Rotman, Marc Stengel and Hannah Kramer  (incorporated by
                        reference  from  Form 8-K - File No.  0-28720,  filed on
                        March 10, 1999)
             3.1        Certificate of Incorporation,  as amended  (incorporated
                        by reference from Form 10-KSB, filed on April 14, 2000)
             3.2        Amended and Restated Bylaws  (incorporated  by reference
                        from Form  10-KSB,  filed on April 14,  2000) 10.1 Lease
                        Agreement dated July 26, 1998 between 100 Painters Mill,
                        LLC and the Company (incorporated by reference from Form
                        10-KSB, filed on April 14, 2000)
             10.1       Securities  Purchase  Agreement  dated  March  23,  2000
                        between the Company and Augustine Fund, LP (incorporated
                        by reference from Form 10-KSB, filed on April 14, 2000)

                                       4
<PAGE>

             10.2       Securities   Purchase  Agreement  dated  March  23, 2000
                        between   the   Company   and   Augustine    Fund,    LP
                        (incorporated  by  reference  from Form 10-KSB, filed on
                        April 14, 2000)
             10.3       Convertible   Note  dated   March  23,  2000  issued  to
                        Augustine  Fund,  LP  pursuant  to  Securities  Purchase
                        Agreement  (incorporated  by reference from Form 10-KSB,
                        filed on April 14, 2000)
             10.4       Warrant  dated March 23, 2000 issued to Augustine  Fund,
                        LP   pursuant   to   Securities    Purchase    Agreement
                        (incorporated  by reference  from Form 10-KSB,  filed on
                        April 14, 2000)
             10.5       Registration  Rights  Agreement  dated  March  23,  2000
                        between the Company and  Augustine  Fund, LP pursuant to
                        Securities Purchase Agreement (incorporated by reference
                        from Form  10-KSB,  filed on April 14, 2000)
             10.6       Escrow Agreement dated March 23, 2000 among the Company,
                        Augustine Fund, LP and H. Glenn Bagwell, Jr. pursuant to
                        Securities Purchase Agreement (incorporated by reference
                        from Form 10-KSB,  filed on April 14, 2000)
             10.7       Warrant dated March  23, 2000  issued  to  Delano  Group
                        Securities,  LLC (incorporated  by reference  from  Form
                        10-KSB, filed on April 14, 2000)
             16.1       Letter  from  Guest & Company  on  change in  certifying
                        accountant  (incorporated  by  reference  from  Form 8-K
                        filed on April 29, 1999)
             16.2       Letter  from  Stephen P.  Higgins,  C.P.A.  on change in
                        certifying  accountant  (incorporated  by reference from
                        Form 8-K/A filed on March 31, 2000)
             21.1       Subsidiaries of the Company  (incorporated  by reference
                        from Form 10-KSB, filed on April 14, 2000)
             27.1       Financial Data Schedule (incorporated by reference  from
                        Form 10-KSB, filed on April 14, 2000)
             99.1       Risk  Factors   (incorporated  by  reference  from  Form
                        10-KSB, filed on April 14, 2000)

         (b)         Reports on Form 8-K.

                      None


                                       5
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the registrant has duly caused this 10-KSB/A to be signed
on its behalf by the undersigned hereunto duly authorized.


                                     SALES ONLINE DIRECT INC.



Date: April 25, 2000                 By: /s/ Gregory Rotman
                                         ---------------------------------------
                                         Gregory Rotman, President and CEO


                                       6