<PAGE>




                    U.S. Securities and Exchange Commission

                                Washington, D.C.

                                   FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
                       FOR THE YEAR ENDED DECEMBER 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                   For the transition period from       to

                         Commission File Number:0-26093
-------------------------------------------------------------------------------
                               Site2shop.com, Inc.
                 (Name of Small Business Issuer in its charter)

         NEVADA                                        88-0382813
         (State)                        (I.R.S. Employer Identification No.)

2001 West Sample Road, Suite 101, Pompano Beach, Florida    33064
(Address of Principal Executive Offices)                  (Zip Code)

Issuer's Telephone Number   (954) 969-1199

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

                                            Name of Each Exchange on Which
         Title of Each Class                Each Class is to be Registered
                 None

Securities registered pursuant to 12(g) of the Act:
                      Common Stock $.001 Par Value
                             (Title of Class)

     Check whether 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 in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for the year ended December 31, 2000 were $16,524,764.

     The aggregate  market value of all the voting stock held by  non-affiliates
outstanding  at March 23,  2001 was  $8,603,858.  This  amount was  computed  by
reference  to the average bid and asked  prices of the Common  Stock as of March
23, 2001.

As of March 23 2001, 12,614,702 shares of Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
   Not applicable.
   Transitional Small Business Disclosure format (check one): Yes [ ] No [X]

<PAGE>




                                Site2shop.com, Inc.

                      For the Year Ended December 31, 2000

                            Form 10-KSB Annual Report

                                Table of Contents


                                                                            Page
                                                                         -------
Part   I

   Item  1   Business                                                       3
   Item  2   Description of Property                                       16
   Item  3   Legal Proceedings                                             17
   Item  4   Submission of Matters to a Vote
              of Security Holders                                          17
Part  II
   Item  5   Market for Common Equity and Related
              Stockholder Matters                                          17
   Item  6   Management's Discussion and Analysis
              or Plan of Operations                                        18
   Item  7   Financial Statements                                    F-1 to F-13
   Item  8   Changes in and Disagreements with
              Accountants on Accounting and
              Financial Disclosure                                         22

Part III
   Item  9   Directors, Executive Officers,
             Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act             22
   Item 10   Executive Compensation                                        23
   Item 11   Security Ownership of Certain Beneficial Owners and
             Management                                                    28
   Item 12   Certain Relationships and Related Transactions                30
   Item 13   Exhibits and Reports on Form 8-K                              31



<PAGE>


PART I

ITEM 1.  BUSINESS
-----------------
Overview

     The Company is engaged in the  marketing,  production and  distribution  of
television  programs,  direct response commercials and sale of consumer products
associated  with  these  programs.   The  Company   operates  three   divisions:
site2shop.com,  which handles  retail  marketing  and product sales  activities,
Tricom Pictures which handles television production activities and the marketing
of educational television  programming,  and Mirage Productions,  a full-service
multi-media  production  facility.  All  programs  are  distributed  to national
audiences through a combination of any and all of the following: ABC affiliates,
NBC affiliates, CBS affiliates, FOX affiliates, UPN affiliates and WB affiliates
(collectively  "network   affiliates"),   independent  television  stations  and
targeted cable networks.  Products and services featured on the Site2Shop.com TV
program are sold through its  telephone  call centers,  the Company's  websites,
other  e-commerce  websites  and the  Company's  retail store at a local mall in
South Florida.

BACKGROUND

     The  Company  was  incorporated  in Nevada on August 1, 1990 under the name
Woodie III,  Inc., to engage in the activity of general  business,  investments,
research and development,  manufacturing and real estate development.  In August
1996,   Woodie   III,   Inc.   changed   its   corporate   name   to   Tee-Rifik
Corp.("Tee-Rifik").  From  inception  through  May 1998,  the  Company  had been
seeking investors in order to finance and commence revenue producing activities.
On June 24, 1998, Tee-Rifik entered into an Agreement and Plan of Reorganization
(the  "Agreement")  with Shop TV and  Television,  Inc.,  a Florida  corporation
("Site2shop"),  whereby Site2shop and Tee-Rifik merged. Through the terms of the
Agreement, Tee-Rifik acquired all the outstanding common stock of Site2shop. The
existing  stockholders of Tee-Rifik  retained their 116,400 (post reverse split-
see below)  shares and the  stockholders  of Site2shop  received  (post  reverse
split) shares at a ratio of 1,250 to 1 for a total of 1,250,000  shares.  Due to
the majority  ownership of the Company  after the  transaction  by the Site2shop
stockholders  and  Tee-Rifik's  lack  of  substantial  assets,   liabilities  or
marketable  products,  the transaction  was treated as a reverse  acquisition of
Tee-Rifik by Site2shop using the pooling method for accounting purposes. As part
of the Agreement,  Tee-Rifik  changed its corporate name to Shop T.V., Inc., and
its principal business became retailing and television broadcasting.

     On February 5, 1999,  Shop T.V.,  Inc.  changed its name to  Site2shop.com,
     Inc.

     On February 23,  1999,  Site2shop.com  also  completed a one for ten (1:10)
reverse split of its issued and  outstanding  shares of common stock,  whereby a
stockholder  owning 10 shares of common stock prior to the reverse split,  would
own 1 share of common stock after the reverse split.  Unless otherwise indicated
herein,  the  information  in this filing  relating to the common stock has been
restated to reflect such split. The trading symbol was also changed from SHTV to
its current EBUY.

     On March 8, 1999,  the  Company  completed  its  acquisition  of Tricom,  a
privately held corporation,  incorporated in Florida in November 1991. Under the
terms of the acquisition agreement,  the stockholders of Tricom received Company
shares  at a ratio of  100,000  to 1 for a total  of 10  million  shares.  Three
executive  officers  and five  stockholders  of the  Company  owned  85% and 15%
respectively,  of  Tricom's  common  stock since  inception.  As a result of the
Tricom  acquisition,  the three executive  officers'  percentage of common stock
ownership of the Company,  collectively,  increased  from 71.01% to 83.07%.  The
other five  stockholders'  percentage of common stock  ownership of the Company,
collectively, increased from 5.61% to 13.7%.

                                       3
<PAGE>

     Site2shop.com,  Inc.,  a holding  company  and  parent of all of its wholly
owned subsidiaries has three operating divisions,  Mirage,  Tricom and Site2shop
TV, Inc.  ("Site2shop").  Tricom engages in educational  television  programming
whereby  companies  appearing on Tricom's shows pay Tricom a fee. The purpose of
such shows is to educate the viewing  audience of the  products  and services of
such companies and enhance brand awareness. There is no direct attempt nor is it
the  purpose  to sell  any  products  or  services.  Additionally,  Tricom  is a
television production company and aside from producing Site2shop's  shop-at-home
television  programs  and its own  television  programs  does not have any other
significant  customers  or revenues,  individually  or in  aggregate.  Site2shop
engages in shop-at-home television programming whereby Participants appearing on
Site2shop's  program pay it a fee.  Site2shop  retains a de minimis shipping and
handling fee for all sales of product  which result from the airing of the show,
the remainder of the proceeds are remitted to the  Participant.  Site2shop  also
features Participant product on Site2shop's websites, for which selling price is
determined  by  Site2shop  and cost and  payment  terms to the  Participant  are
contained  in the overall  contract  between the parties  based on  negotiation.
Site2shop also operates a retail store and  Participants  are solicited  outside
the parameters of the overall contract, at the discretion of Site2shop,  to have
their  products  offered  for  sale  on  a  consignment  basis,   predicated  on
negotiation as to cost and terms. Mirage Productions, a full-service multi-media
production  facility  derives the  majority  of its revenue  from the Tricom and
Site2shop  divisions  and has currently  begun  selling their  services to third
parties.

The Company's executive offices are located at 2001 West Sample Road, Suite 410,
Pompano Beach, Florida, 33064; Telephone (954) 969-1199.


THE INDUSTRY AND MARKET

     The direct  response  transactional  television  programming  industry  was
developed  in the United  States  after the  Federal  Communications  Commission
rescinded  its  limitations  on  advertising  minutes per hour in 1984,  thereby
permitting 30-minute blocks of television  advertising.  The deregulation of the
cable  television  industry and the resulting  proliferation  of cable  channels
increased  the  available  media time and led to the growth of the United States
direct response  transactional  programming and the direct response  educational
programming industries.  Producers of these types of programming combined direct
response  marketing and retailing  principles within a television talk show-type
format and purchased  media time from cable  channels to air their  programming.
After an initial growth period, the industry consolidated through the end of the
1980s. At the same time,  increased  attention from the Federal Trade Commission
and federal and state consumer  protection agencies led to greater regulation of
the  industry.  By the early 1990s,  direct  response  transactional  television
programming  and home shopping  cable  channels had become a more accepted forum
for obtaining  information about products and services and making purchases from
home. As the industry  matured,  the variety of products marketed through direct
response  transactional   television  programming  steadily  increased.   Today,
offerings as diverse as car care  products and weight loss programs are marketed
in this manner.

                                       4
<PAGE>

According  to  a  survey  conducted  by  the  National   Infomercial   Marketing
Association  ("NIMA")  conducted  in 1995,  the  latest  year for which  data is
available,  approximately  10,000  infomercials are aired per week in the United
States for a total of 5,000 hours per week. NIMA estimates that direct marketing
sales by television  totaled $94.1 billion in 1999. The rate of growth  averaged
10.2% per year for the period of 1993-2000. The Company believes that the market
is highly fragmented and ripe for consolidation.  Accordingly,  it is focused on
increasing its level of operations in order to promote growth and market share.

PRODUCTS AND SERVICES

OVERVIEW

     The Company's  products and services are rendered  principally by its three
main divisions (i) Site2shop (ii) Tricom and (iii) Mirage Production and Video

                SITE2SHOP - SHOP-AT-HOME TELEVISION PROGRAMMING

     Site2shop's   principal   business  is  the   marketing,   production   and
distribution of thirty (30) minute  television  shows in a shop-at-home  format.
Site2shop  markets its vendors'  products  through (i) a half-hour  shop-at-home
program   called   "Site2shop.com   TV,"  (ii)  on  its   Internet   website  at
www.site2shop.com,  and (iii) at its retail  store  located  in  Pompano  Beach,
Florida.  Site2shop.com TV is aired  nationally  through a combination of any or
all of the following:  network affiliates,  independent  television stations and
targeted cable networks.  The program  features unique products as well as items
generally  available.  Typically,  sales  personnel of Site2shop  search through
various  media  sources,  including  newspapers,  internet  and  magazines,  for
products    to    potentially     feature    on     site2shop.com     TV.    The
manufacturers/distributors  are contacted and asked to provide  samples of their
products for evaluation of inclusion on the show by a focus group.  The criteria
utilized by the focus group are primarily based on function, form and salability
and the  products  being  featured on future shows as to  compatibility.  If the
product coincides with the criteria, the  manufacturer/distributor  is contacted
and presented with the  opportunity of show  participation  via a segment on the
show of approximate  duration of 1 - 3 minutes. If the  manufacturer/distributor
("Participant") is amenable, the parties enter into a contract whereby Site2shop
will feature the product and/or Company logo in a targeted national publication,
whose  readership is most apt to purchase the product,  in conjunction  with the
promotion of the particular show. Additionally, Site2shop, by utilizing Mirage's
production  facilities and resources,  produces the segment,  inclusive of field
production,  graphics,  music, program editing, set design and on-camera talent,
for  the   Participant  for  inclusion  on  the  show  for  airing  through  the
aforementioned  TV media and  provides the  Participant  with a copy tape of the
segment.  In  consideration  of such services,  the Participant pays a one-time,
flat rate fixed "Product Insertion Fee",  predetermined by Site2shop,  typically
due within  thirty days of signing the  contract.  The fee is based on Site2shop
management's  experience and best estimate of the cost to render the contractual
services plus an element of profit.

                                       5
<PAGE>

     While typically only ten products are featured on each half-hour segment of
the program,  viewers have the opportunity to view  Site2shop's  entire catalog,
currently featuring more than 500 products,  many of which also are available at
the retail store and through the Company's Internet web sites.


     The products  offered by Site2Shop  include but are not limited to jewelry,
housewares, apparel, electronics,  collectibles, toys, educational products, and
sporting equipment.  Unlike some retailers,  which focus essentially on national
brands, a majority of the products  offered by Site2shop  comprise a combination
of national brands as well as private brand or non-branded products.

     Site2shop  purchases  the  merchandise  offered by it on both a consignment
basis  (for  products  sold in the  retail  facility)  and on a terms  basis for
products sold through  fulfillment  and on the internet (at wholesale and retail
prices as negotiated in the aforementioned contract).

         The  Site2shop.com  TV program is a  pre-recorded  retail sales program
that is aired by cable  television  systems and  television  broadcast  stations
throughout the country on a prepaid, two weeks in advance,  airtime basis by the
Company.  Site2shop.com  TV is available in half-hour shows only,  which enables
network and cable affiliates to air the programs in available time slots.

     Site2shop  does not  guarantee a  Participant  airing of the program on any
particular  television  station but does provide the Participant  with an airing
schedule,  one  month  prior  to  actual  airing,  indicating  station,  market,
affiliation and scheduled date and time of airing.

                                       6
<PAGE>

     Site2shop's  retail sales and programming are intended to create a friendly
sales  environment,  which promotes sales and customer  loyalty through offering
unique products,  coupled with product  information and entertainment.  During a
typical program, an announcer introduces each product to the co-hosts. The hosts
of the show then describe the  merchandise,  sometimes  with the assistance of a
guest  representing  the  Participant  and sometimes  with ordinary users of the
product, and convey information relating to the product such as price, features,
uses,  and  assembly  requirements.  The  price (as set by the  Participant  and
contained in the contract),  item number,  and toll-free number for ordering are
continuously aired during each product description. Viewers purchase merchandise
by  MasterCard,  Visa,  Discover or American  Express  credit cards by calling a
toll-free  telephone  number  continuously  aired during the program.  Site2Shop
contracts  with a national call center,  which provides  order  fulfillment  for
Site2shop  on a fee for  service  basis  based on the  volume of calls  which it
handles.   Once  received,   orders  are   electronically   transmitted  to  the
Participant,  who ships the product directly to the viewer.  Site2shop bills the
viewer but remits to the  Participant  the sales  proceeds  less a shipping  and
handling  charge  until such time as the  Participant  has  recouped  the entire
Product Insertion Fee.  Generally,  any item purchased from Site2shop.com TV may
be returned  within 30 days for a full refund of the purchase  price,  excluding
the original  shipping and handling  charges.  Site2shop  does not guarantee the
sale of any product featured on its show nor does it guarantee any minimum sales
quantity to any Participant.

     The Participant's product is also offered for sale on Site2shop's websites.
The orders are processed in a similar manner as show sales,  however,  Site2shop
purchases  the product from the  Participant  at a negotiated  cost and terms as
contained in the aforementioned  contract. The Participant is paid in accordance
with the contract  terms by  Site2shop.  Site2shop  retains the sales  proceeds.
Additionally,  Participant's  products  are  offered  for sale at the  Site2shop
retail store as a means of increasing sales  opportunities for Participants.  As
the  salability  of the product on a retail store basis is unknown,  consignment
offers  Site2shop  a  means  of risk  reduction  against  non-salability  of the
product,  as Site2shop owes the  Participant  the cost in accordance  with terms
only if the product is sold. At the expiration of the  consignment  period,  the
Participant  can have the unsold  product  returned  or extend  the  consignment
period.  Site2shop  generally  offers only products  featured on its shows,  its
websites and at its retail store,  however,  products of  non-Participants  have
been  offered  through  these  venues.  Similarly,  Participants  may sell their
products through any  distribution  channel they so choose and are not precluded
contractually from doing so.

                                        7
<PAGE>


                    TRICOM-EDUCATIONAL TELEVISION PROGRAMMING

     Tricom's principal  business is the marketing,  production and distribution
of thirty (30) minute  educational  programs.  These  programs  are  distributed
through  a  combination  of any or all  of the  following:  network  affiliates,
independent  television  stations and targeted  cable  networks.  Topics for the
programs,  include but are not limited to parenting,  health,  cooking, and home
improvement,  are  presented in a news  magazine-style  format with all segments
having a strand of  commonality  about the topic.  Companies,  appearing  on 3-5
segments of the  program,  apprise  the viewer of their  products or services in
conjunction with the topic featured on the program,  however, there is no direct
attempt by the companies to sell their products or services.

     Tricom  researchers  contact various national consumer  oriented  companies
whose  business and activities  address topics of specific  interest to targeted
audiences (e.g. children's health issues to an audience of parents with children
in ages ranging from infancy to  pre-teen).  The  researchers  request data from
these  companies for review and  compatibility  with future planned  episodes of
Tricom programs.  If the data and subject matter are compatible,  the researcher
will  contact the company  regarding  appearing on a segment of 3 - 5 minutes in
duration in a future episode.  If amenable,  Tricom and the company enter into a
contractual  arrangement  whereby  Tricom will feature the company's logo and/or
product on two full-page  advertisements in a targeted  national  publication in
conjunction  with the  promotion of the  television  program  series and related
episodes.  Additionally,  Tricom  will  produce  the  segment,  including  field
production,  graphics,  editing,  set design and on camera talent, and broadcast
the  program a minimum of twenty  times in local and  national  markets so as to
reach a potential of 60 million  households  around the country,  although,  the
actual number of viewers may be  substantially  less. The stations  selected for
broadcasting  are  based  upon  Designated   Market  Areas  and  the  television
viewership  (defined  by the  number  of  households  potentially  able  to view
programming if all television sets were on simultaneously  for the area) of such
areas as ranked and calculated by the National Association of Television Program
Executives  Listing Guide and SRDS (formerly  known as Standard  Rating and Data
Service).  The  company is given a copy of its segment  tape and also  granted a
license to use such tape for any lawful business purpose.

                                       8

<PAGE>


     In consideration of such services,  the company agrees to pay Tricom within
thirty days of signing the contract a one time, flat rate fixed "Scheduling Fee"
(predetermined  by  Tricom)  which is based on Tricom  management's  experience,
knowledge  and best  estimate of the cost to render such services and an element
of profit.  Additionally,  Tricom owns complete  licensing rights to the segment
tape  which  it may use for any  lawful  business  purpose  and  also  maintains
editorial control over all programming and collateral material.



MIRAGE VIDEO AND PRODUCTION DIVISION

Mirage Productions  maintains the full service,  in-house production  facilities
for the Company that includes editing facilities, camera crews, in-house studios
and complete animation and graphic  capabilities.  This broad base of production
activities  would not generally be found in-house among  traditional or Internet
companies. This facility handles all site2shop.com projects as well as providing
production  services  to  other  organizations.  It has the  ability  to  create
educational and promotional  television  programs,  and can stream video for the
Internet.  Streaming  video  allows the  Company to use over 1,000  hours of its
proprietary programming and raw footage on its web-site.  Most important,  since
it owns the rights to its shows and controls the production process, the Company
is the  enviable  position  of being able to create and air  programs  using the
diversified media, at will.

                                       9

<PAGE>

SALES AND MARKETING
Revenue Sources

         The Company's  recognizes  television  programming  revenues  using the
percentage-of-completion method, whereby revenues are recognized relative to the
proportionate  progress on such  contracts  as measured by the ratio which costs
incurred on each contract  bear to total  anticipated  costs for each  contract.
Accordingly, the Company's revenues are principally affected by two factors:

     1. Its ability to execute contracts with Participants:

     2. Its ability to complete  segments  and air programs in an efficient  and
     expeditious manner

site2shop.com, Inc. has several solid revenue streams and anticipates these will
continue to expand as the Company  increases the number of products  offered and
the level of purchases by consumers and corporate  clients.  Currently there are
five primary revenue sources:

         Fees  received  from  manufacturers  for  developing  infomercials  and
         promoting  their  products via all four of its retail  sales  channels,
         television, internet, national magazine advertisement and retail store.

         Income from product sales via e-commerce and the retail store.

         Fees  received  from   manufacturers   for  developing  and  scheduling
         television  educational  programming  that  feature  their  company  or
         products.

         Fees  received  from   manufacturers   for  producing   single  product
         infomercials and direct response advertisements.

         Producing  infomercials for the U.S.  Hispanic market and expanding its
         production activities to include infomercial spot production.

                                       10
<PAGE>

     Site2shop's  salespersons  seek out products for possible feature on one or
several targeted programs. Currently, manufacturers/distributors wishing to have
their  merchandise  marketed by  Site2shop  execute a contract  with  Site2shop.
Typically,  a contract  provides that in  consideration  for an one-time payment
(the    "Product     Insertion    Fee"),     Site2shop    will    include    the
manufacturer's/distributor's  product in one 1-3  minute  segment,  promote  the
airing of the show, and agrees to air the program to a potential household reach
of 50 million homes throughout the United States, although actual viewership may
be substantially less. The program airs a minimum of twenty times,  generally in
twenty different Designated Market Areas (DMA). A program may air more than once
in a DMA but  usually on the same  television  station  in the DMA,  so that the
programs  potential  household  reach is 50 million  on a first run  basis.  The
stations  selected for  broadcast can be any  combination  of any or all network
affiliates, independent cable and cable networks and independent affiliates. The
shows generally air over a three month span of time so that a minimum  potential
household  reach  of 50  million  is  attained.  As  part of the  contract,  the
Participant  receives  a copy  of his  tape  segment,  as  part  of the  Product
Insertion  Fee, for which he is granted a license to use the tape for any lawful
business purpose.

     Additionally,  Site2shop may include the product on its Internet e-commerce
websites or its  commercial  retail  store  located in a mall in Pompano  Beach,
Florida.  Internet purchases by Site2shop from the Participant are on negotiated
terms as to cost and  payment  term and  contained  in the  contract.  All sales
proceeds from internet sales belong to Site2shop.  Commercial retail store sales
are made on a  consignment  basis with cost and payment  terms  determined  on a
negotiated  basis  outside the  contractual  arrangement  and with retail  goods
already owned by the company received in part as payment for goods delivered.

     When sales of the product directly from the airing of the show (by a viewer
dialing a toll-free number  appearing on the show) exceed the Product  Insertion
Fee  paid  by the  Participant,  Site2shop  and  the  Participant  share  in the
resulting  profit generated from future sales on an equal basis. For purposes of
the  contract,  "profit" is defined as the  difference  between the retail sales
price paid by the viewer less a de minimis shipping and handling fee retained by
Site2shop and the cost of the product.

                                       11
<PAGE>

     Tricom's  sales force focuses on companies  wishing to have their  products
and  services  featured  in a 3 - 5 minute  segment of a  half-hour  educational
television program of which all segments relate to a topic and are structured to
inform and  educate  the viewing  audience.  There is no direct  attempt to sell
products or services on the show. Criteria for companies selected for appearance
on the show, primarily relate to name recognition and financial strength.
Site2shop  and Tricom  generally do not compete for  participants/companies  for
each  other's  show or for market  share.  The shows are  promoted  in a similar
manner as shop-at-home  television  programming  except the potential  household
reach is 60  million  homes  compared  to 50  million  homes,  although,  actual
viewership may be substantially less.  Accordingly these shows may appear on the
same  television   stations  and  other  television   stations  as  shop-at-home
television programming.  The fee, ("Scheduling Fee") charged companies appearing
on these shows are higher than shop-at-home  television  programming  because of
the segment length and potential  household  reach  differences.  Companies also
receive a copy of their completed segment.

     Contracts at various stages of fulfillment  are in place for  approximately
500  national  vendors.  Television  programming  revenues  for the years  ended
December  31,  1999 and  2000  were  approximately  $9,715,000  and  $16,300,000
respectively.  Fulfillment  and retail revenues for the years ended December 31,
1999  and  2000  were  $162,000  and  $224,000   respectively;   1.6%  and  1.4%
respectively of total revenues for 1999 and 2000 respectively.

SIGNIFICANT CUSTOMERS

     During 1999 and 2000, no customer accounted for more than 10% of net sales.

                                       12
<PAGE>

MANUFACTURING AND SUPPLIES/PRODUCTION OF PROGRAMS

     The Company does not currently  manufacturer any products that are featured
on any of their television programs. Furthermore, the Company does not depend on
any one manufacturer to supply products for any television program.

     The Company  produces all of the television  programs  through its in-house
production  and  editing  facility.  The Company  currently  owns or leases four
broadcast quality video production cameras,  two Media 100 editing systems,  one
601 component  digital on-line editing  facility and many related items critical
in the production and distribution of its television programs.


COMPETITION

The competitive  environment for the Company has two components that reflect the
dual nature of its operations,  traditional television shop-at-home services and
the emerging e-commerce marketplace.

Television  shop-at-home  companies  include  Home  Shopping  Network,  QVC  and
ValueVision,  all of which seek high  volume  products  that are granted a fixed
time slot and have to meet  minimum  sales goals to remain a  participant.  This
does  not  offer  smaller  companies  with  limited  consumer   recognition  the
opportunity  to educate  and build a customer  base.  site2shop.com  helps these
lesser-known  companies on a product  insertion fee basis,  providing  them with
guaranteed television exposure level over an extended period of time in order to
develop both sales and a branded presence. For consumers, site2shop.com products
are often unique or  hard-to-find  ones that are not widely  available  from one
source in one convenient location.

Despite the size and brand recognition of these major competitors there is still
significant opportunity for site2shop.com. Direct marketing sales via television
is a very large and growing  retail  market  segment.  The National  Infomercial
Marketing  Association  estimates that retail sales via  television  programming
totaled  $94.1  billion in 1999 and will reach $100  billion in the next several
years.

Internet  competition  is very  diverse.  This  business to consumer  e-commerce
market segment will  eventually  consolidate  around those  web-sites that fully
meet the expectations and needs of the consumer.  site2shop.com fully recognized
this and has the  user-friendly  web-site  design,  quality customer service and
quick response time necessary to develop long term,  repeat sale customers.  The
Company's  branding strategy along with strategic sales alliances has positioned
it to be a highly visible and widely known provider of quality  merchandise at a
value  price  point.  The  Company  product  niche of  offering  many unique and
hard-to-find  products,  as well as national branded  merchandise,  also sets it
apart from competition.

                                       13
<PAGE>

Tricom Pictures' production unit competes with a range of production  operations
that include the national  television  networks and cable  companies who produce
both  television  specials  and  series  for both  their own use and for  Public
Broadcasting rebroadcasts.  More directly, Tricom Pictures competes with smaller
production  companies  that lack the  synergies  available  to  Tricom  Pictures
through  site2shop.com.  Tricom  does  have a number of  competitors,  primarily
located  in the South  Florida  area,  that  market  and  produce  very  similar
programs.  These include among others,  Five Star Productions,  Global Solutions
Network, Millenium Productions and ITV.


GOVERNMENT REGULATION

     Although the Company's  programming  is not subject to specific  government
regulation,  the Company is dependent on the television  broadcast  stations and
cable  television  systems  to air its  programs.  A  substantial  portion  of a
broadcaster's  business is subject to various statutes,  rules,  regulations and
orders  relating to  communications  and generally  administered  by the Federal
Communications  Commission  (FCC). The  communications  industry,  including the
operation of broadcast television stations, cable television systems,  satellite
distribution  systems and, in some respects,  cable stations which produce their
own  programming  is subject to  substantial  federal  regulation,  particularly
pursuant to the Communications Act of 1934, as amended,  the  Telecommunications
Act of 1996  and  the  rules  and  regulations  promulgated  by the  FCC.  Cable
television  systems are also subject to regulation at the state and local level.
Regulations  which have an adverse affect on broadcasters  with whom the Company
contracts to air its  programs,  could have a material  adverse  impact upon the
Company and the Company's ability to purchase airtime.

     The Company  collects  and remits  sales tax in the state in which it has a
physical presence. Certain states in which the Company's only activity is direct
marketing and e-commerce have attempted to require such  merchants,  such as the
Company,  to collect and remit sales tax on sales to customers  residing in such
states.  A 1995 United States Supreme Court decision held that only Congress can
legislate such a change.  Thus far, Congress has taken no action to that effect.
The  Company is  prepared  to collect  sales tax for other  states,  if laws are
passed requiring such collection.  The Company does not believe that a change in
the tax laws requiring the collection of sales tax will have a material  adverse
effect on the Company's financial condition or results of operations.

                                       14
<PAGE>

     To date,  the Company has not incurred  any costs or unusual  expenses as a
result  of  government   regulations  imposed  upon  it.  Nor  has  any  current
governmental regulation materially impacted the operations of the Company or the
manner in which it conducts business.


LICENSES, PATENTS AND TRADEMARKS

     A trademark  application  has been submitted and applied for under the name
of  site2shop.com.  for use as the Company's logo in all facets of its business.
The  television  program  titles  used by all  subsidiaries  of the  Company are
covered  by  public  use.  The  Company  also  owns the  Internet  domain  names
site2bid.com, site2buy.com, site2sell.com and site2auction.com.


EMPLOYEES

     The  Company  currently  has  190  employees.  The  Company  believes  that
employees suitable for its needs are available in its current and expected areas
of activity.  None of the Company's  employees are  represented by a labor union
and the Company is not aware of any activities  seeking such  organization.  The
Company considers its relationships with its employees to be good.

                                       15
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY
---------------------------------

     The Company  currently leases  approximately  19,513 square feet of office,
marketing and production space at 2001 West Sample Road, Pompano Beach, Florida,
which also serves as its corporate  headquarters.  The current aggregate monthly
rental  amount is  $16,658.  Additionally,  the  Company is  required to pay its
pro-rata share of the common operating costs of the building.  The lease on this
property  commenced  on June 1, 1994 and  continues  through May 2001,  with one
additional three-year renewal option at the Company's discretion. If the Company
elects to renew its lease, prior to expiration, the annual rent will be adjusted
by four  percent per year.  The Company  currently  leases  approximately  8,430
square feet of office space in, Deerfield Beach, Florida which serves as a sales
and marketing  office and  warehouse.  The current  monthly rental is $4,840 and
additionally,  the Company is required to pay its pro-rata  share of real estate
taxes and common  operating  costs of the  building.  The lease calls for annual
increases of four percent over the next five years.  The lease commenced on July
1, 1999 and expires on June 30, 2004 and contains  one-five year renewal  option
at market rates at the time of renewal.

     The  Company  leases a 5,720  square foot  marketing  office in Boca Raton,
Florida.  The current monthly rental is $3,813 and additionally,  the Company is
required to pay its  pro-rata  share of real estate  taxes and common  operating
costs of the building. The lease calls for annual increases of four percent over
the next two years.  The lease  commenced  on  September  1, 2000 and expires on
August 31, 2002 and contains  one-three  year renewal  option at market rates at
the time of renewal.

   The Company  leases a 3,221  square foot  marketing  office in New York,  New
York.  The current  monthly  rental is $6,670 and  additionally,  the Company is
required to pay its  pro-rata  share of real estate  taxes and common  operating
costs of the building. The lease commenced on Jamuary1, 2000 and expires on July
31, 2002 and contains  one-three year renewal option at market rates at the time
of renewal.


     The Company leases  approximately  2,376 square feet of retail space at the
Pompano Square Mall, Pompano Beach,  Florida,  which houses its retail facility.
The current  minimum  monthly  rental amount is $2,346,  inclusive of sales tax.
Additionally,  the  Company  is  required  to pay  incremental  rent  based on a
percentage  of sales in excess of an  annual  sales  volume at the mall and it's
pro-rata share of the common operating costs of the mall; both as defined by the
lease.  The lease on this property  commenced on February 15, 1999 and continues
through March 2001.

The Company  leases a 12,500 square foot warehouse and studio space in Deerfield
Beach,  Florida. The current minimum monthly rental amount is $7,941,  inclusive
of sales tax. The lease commenced on November 1, 2001 and expires on October 31,
2003 and contains  one-three  year renewal option at market rates at the time of
renewal.

     Additionally,  the Company  rents 500 square feet of  warehouse  space on a
month-to-month basis at a monthly rental amount of $731.

                                       16
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     The Company is involved in legal proceedings arising in the ordinary course
of  business.  The  Company is not  involved  in any legal  proceedings  that it
believes will result,  individually or in the aggregate,  in a material  adverse
effect upon its financial condition or its operations.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     Not Applicable.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED MATTERS
-------------------------------------------------------------

     The Company's shares of Common Stock are traded over-the-counter and quoted
on the OTC Electronic  Bulletin Board under the symbol "EBUY". From inception of
listing on the OTC Electronic  Bulletin  Board (July 20, 1998) through  February
23, 1999,  the Company's  shares of Common Stock traded under the symbol "SHTV".
The quotations reflect  inter-dealer  prices and do not include retail mark-ups,
mark-downs  or  commissions.  The  prices  do  not  necessarily  reflect  actual
transactions.  On February 23, 1999,  the Company  implemented a reverse one for
ten (1:10) common stock split to shareholders of record as of February 22, 1999.
The prices listed below have not been restated to give retroactive effect to the
inception date of trading for such split.


Period                                                      High            Low
------------------------------------------------           -------        ------

Quarter Ended March 31, 1999                               $4.12          $ .17
Quarter Ended June 30, 1999                                $3.87          $1.00
Quarter Ended September 30, 1999                           $1.69          $ .81
Quarter Ended December 31, 1999                            $2.00          $ .62

Quarter Ended March 31, 2000                               $6.00          $2.00
Quarter Ended June 30, 2000                                $3.31          $ .75
Quarter Ended September 30, 2000                           $1.63          $ .94
Quarter Ended December 31, 2000                            $1.03          $ .28

January 1, 2001 to March 23, 2001                          $ .85          $ .38



     On December 31, 2000, there were 55 shareholders of record of the Company's
     Common Stock.

     The transfer agent for the Company's Common Stock is Florida Atlantic Stock
     Transfer, Inc., 7130 Nob Hill Road, Tamarac, Florida, 33321.

     The Company has never paid cash dividends on its Common Stock.  The Company
presently intends to retain future earnings, if any, to finance the expansion of
its business and does not anticipate that any cash dividends will be paid in the
foreseeable  future.  The future  dividend policy will depend upon the Company's
earnings,  capital requirements,  expansion plans, financial condition and other
relevant factors.

                                       17
<PAGE>



ITEM 6.  MANAGEMENT'S DISCUSSION and ANALYSIS or PLAN OF OPERATIONS
-------------------------------------------------------------------

     Statements  included in this "Management's  Discussion and Analysis or Plan
of Operation"  section,  in other  sections of this Report,  in prior and future
filings by the Company  with the  Securities  and  Exchange  Commission,  in the
Company's  prior and future press releases and in oral  statements made with the
approval of an authorized  executive  which are not  historical or current facts
are "forward looking  statements" made pursuant to the safe harbor provisions of
the Private Securities  Litigation Reform Act of 1995 and are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from those  presently  anticipated  or projected.  The Company wishes to caution
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.  There are important  risk factors that in
some cases have  affected and in the future could  affect the  Company's  actual
results and could cause the Company's actual financial and operating performance
to differ materially from that expressed in any forward looking  statement.  The
following  discussion  and  analysis  should  be read in  conjunction  with  the
Financial Statements and Notes appearing elsewhere in this Report.

Results of Operations

COMPARISION of the YEARS ENDED DECEMBER 31, 2000 AND 1999.

     Total  revenues for the year ended December 31, 2000 were  $16,524,764,  an
increase of $6,509,387 over  $10,015,377 for the prior  comparable year in 1999.
The increase is  attributable  to the increase in revenues  from the TV shopping
division of approximately  $5,418,000 and an increase in the education  division
of approximately $550,000. The increase in revenue is attributable to production
efficiencies  whereby  the  company  was  able to  produce,  edit  and air  more
completed phases than in prior comparable periods.  These projects were a result
of an increase in  contracts  signed and booked in the first half of 2000 mainly
as a result of four new sales  offices  opened in 1999 and early 2000.  Projects
contracted  in one  quarter  are  usually  booked as  revenue  over the next two
quarters.  In addition  internet  and retail sales  increased  by  approximately
$200,000.

     Cost of Revenues  increased  to  $5,242,998,  or 31.7% of  revenues  versus
$2,675,670 or 26.7% for the prior comparable period. The increase in expenses is
attributable to an increase in revenue and the associated  production and airing
costs with this  revenue.  On a  percentage  basis the increase is a result of a
reduced pricing  structure of the education  division which has resulted in more
sales and gross margins however at a lower rate on a percentage basis. Contracts
year to date have increase by 68% as a result of this new pricing.

     Selling expenses were $3,044,187 during the year  ended  December 31, 2000,
an increase of $135,895 from the prior  comparable  period in 1999.  General and
administrative  expenses  increase to $6,083,369 for the year ended December 31,
2000.  This was an increase of $2,002,277  over last years total of  $4,081,092.
The increase is  primarily  the result of the hiring of  additional  personal to
support the  infrastructure of the company as result of increased sales in 2000.
New hires  resulted in additional  expense of  approximately  $1,250,000.  Other
increased costs was the increase in depreciation  for new equipment of $160,000,
cost of living increases in wages of $250,000,  and increased  computer expenses
of $225,000 as a result of upgrading the company's websites and internet stores.
Selling,  general and administrative expenses in 2000 were 55.2% of net revenues
as compared to 69.8% in 1999. The decrease is a result of fixed  operating costs
associated  with the hiring of additional  marketing and sales personnel in 1999
and which established a sales  infrastructure  necessary to develop and generate
additional sales in 2000.

                                       18
<PAGE>


Liquidity and Capital Resources


     The Company has financed its growth and cash  requirements  primarily  from
operations  and the raising of capital  through the sale of shares of its common
stock under  exemption from  registration in accordance with Regulation D of the
Securities  Act of  1933.  The  Company  does  not  currently  have  any  credit
facilities from any third party financial  institutions or private lenders.  The
years ended  December 31, 1999 and 2000 reflect the  consolidated  cash flows of
the Company  inclusive of the  operations and cash flows of Tricom since January
1,  1999 as a result of the  merger of the two  common  controlled  entities  in
February 1999.

  The Company generated cash from  operating activities of $706,286 for the year
ended December 31, 2000. This was $729,224 more than during the same period last
year. The increase in 2000 is attributable to a net income of $1,292,876 that is
$1,107,553  above the prior comparable  period,  an increase of depreciation and
amortization  of $164,000 and  increase in bad debt  reserve of $412,000.  These
increases were offset by increases in accounts  receivable and prepaid expenses.
The  increase in accounts  receivable  are a result of the  increased  contracts
signed at the end of 2000.  For the year ended 2000 and the 4th  quarter of 2000
contracts  signed  were approximately  $4  million  above the  prior  comparable
periods.  Preapid expenses  increased as a result of magazine  advertising pages
owned from  barter  transactions  and  recrded as a prepaid  asset.Cash  used in
investing  activities  totaled $544,104 in 2000 primarily as a result of capital
expenditures  relating to the upgrade of computer hardware and software in order
to promote and upgrade the company's  website and IT  infrastructure.  Cash used
for financing  activities in 2000 totaled  $106,017.  At December 31, 2000,  the
Company's  backlog for contracts  signed and partially  completed and work to be
done totaled $2,152,906 as compared to $2,403,241 at December 31, 1999.


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

The  Company  currently  has no  outstanding  material  commitments  for capital
expenditures. The Company's primary requirements for capital will be the cost of
revenue,  strategic acquisitions,  marketing and sales costs associated with the
Company's  national and  international  expansion into new target  markets,  and
general and administrative expenses associated with the Company's business plan.
The Company  anticipates,  based on  currently  proposed  plans and  assumptions
relating to operations  (including the anticipated  costs  associated  with, and
timetable for, its proposed expansion),  that cash flows from operations will be
sufficient to satisfy the Company's  contemplated cash requirements for at least
12 months.  In the event that the Company's  plans change,  its  assumptions  to
change  or prove to be  inaccurate  or if its  existing  capital  and cash  flow
otherwise  prove to be  insufficient  (due to  unanticipated  expenses,  delays,
problems,  difficulties  or  otherwise),  the Company  could be required to seek
additional  financing  or may be  required  to curtail  its  expansion  or other
activities.  In the event that the Company requires  additional  financing,  the
Company may seek to raise  capital  through  the sale of its equity  securities,
including at prices which may represent  significant  discounts  from the market
price of the Common Stock.
                                       19
<PAGE>

STRATEGY

         Part of the  Company's  strategy is to grow  through the opening of new
offices   domestically   and  the  expansion  of  the  number  of   distribution
opportunities  for the participants on the Company's  television  programs.  The
Company's  expansion  and growth  plans will  depend on its  ability to identify
appropriate  targets  and markets and obtain the  necessary  financing  to bring
these plans to  fruition.  Further,  the success of the  Company's  efforts will
depend on its ability to identify these opportunities,  attract highly qualified
personnel  and  manage  geographically  dispersed  operations.  There  can be no
assurances  that the  Company  will be  successful  in its plans of  operational
expansion nor the management of such growth.
The Company has a clearly  defined  strategy that  leverages  the  cross-selling
opportunities  of its  synergistic  components and seeks to develop new business
segments.  The  corporate  goal is to become a nationally  recognized  leader in
diversified media retailing by continuing to build upon its current base via:

- Increasing the number of manufacturers participating in the Company's programs
by  constantly  searching for new  entrepreneurial  companies and others who are
seeking cost  effective  means of marketing and  advertising  their products and
services.  Four new sales  offices  devoted to this activity have been opened in
the last year.

- Placing priority on developing its web-site and Internet  presence in order to
establish  strong  branded  presence and fully  capitalize on the potential that
exists within the e-commerce retailing market segment.

- Building its internal  structure  that  includes the hiring of key  management
talent,  strengthening  its  customer  support  group and  maintaining  the high
broadcast  quality of its  television  programming  by upgrading its  production
facilities.

- Expanding  the number of  strategic  alliances  with both  Internet  based and
traditional  companies to broaden the distribution  base for the programming and
products it markets.

- Making a major commitment to develop the rapidly growing U.S.  Hispanic market
by  creating  a  separate  Spanish  language  direct  response  unit to  produce
infomercials and commercials.

- Continuing the commitment to continually  expand and upgrade Tricom  Pictures'
production   facility  and  technical  expertise  to  maintain  a  leading  edge
production   capability   that  meets  the  needs  of  its  growing   production
requirements.

                                       20
<PAGE>

The Company expects growth from both the recently launched infomercial division,
and a complete stand-alone television production center.

The Company's goal is to be recognized as a national  leader in direct  response
marketing by implementing an aggressive growth strategy. The key elements of the
Company's strategy to achieve this objective are:

       The Company's  ability to grow is dependent  upon its ability to identify
suitable candidates for its services, as to which there is no assurance.


SEASONALITY

     The Company  believes  that  contract  volume tends to increase  during the
second and third  quarters and revenue  generating  activities  tend to increase
during the third and fourth quarters of the year due to  Participants  desire to
have their products promoted during the holiday season.


NEW ACCOUNTING PRONOUNCEMENTS

     There have been no accounting  announcements  promulgated during 2000 which
would have affected the presentation of the Company's financial statements as of
December  31,  2000 and for the year then  ended nor any  disclosures  contained
therein.

                                       21
<PAGE>




ITEM 7.  FINANCIAL STATEMENTS
----------------------------
                                                                   PAGE NO.
                                                                  ---------

Independent Auditors' Report .................................        F- 1

Consolidated Balance Sheet as of December 31, 2000                    F- 2

Consolidated Statements of Operations for the Years Ended
   December 31, 1999 and 2000 ................................        F- 3

Consolidated Statements of Stockholders' Deficit for the Years
   Ended December 31, 1999 and 2000 ..........................        F- 4

Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1999 and 2000 ................................        F- 5

Notes to Consolidated Financial Statements ...................      F- 6 to F-13


<PAGE>




                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Site2shop.com, Inc.
Pompano Beach, Florida


     We  have   audited  the   accompanying   consolidated   balance   sheet  of
Site2shop.com,  Inc.  and  subsidiaries  as of December 31, 2000 and the related
consolidated statements of operations,  stockholders' deficit and cash flows for
the years  ended  December  31,  2000 and  1999.  These  consolidated  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 audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of 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 financial statements referred to above present fairly,
in all material respects,  the consolidated financial position of Site2shop.com,
Inc. and  subsidiaries as of December 31, 2000 and the results of its operations
and its cash flows for the years ended December 31, 2000 and 1999, in conformity
with generally accepted accounting principles.



                                            /s/ Feldman Sherb & Co., P.C.
                                                Certified Public Accountants

New York, New York
March 1, 2001


                                      F - 1


<PAGE>


<TABLE>

<CAPTION>



                      SITE2SHOP.COM, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                December 31, 2000
<S>                                                             <C>

                                 Assets
                                --------
Current assets:
    Cash and cash equivalents                                               $   421,359
    Accounts receivable, net of allowance for doubtful accounts
    of $549,286                                                               2,044,176
    Inventories                                                                 761,735
   Prepaid and other current assets                                             634,915
                                                                         ---------------
 Total current assets                                                         3,862,185
Equipment and leasehold improvements, net                                     1,167,205
Goodwill                                                                         84,663
Other assets                                                                     95,821
                                                                         ---------------
                 Total assets                                                $5,209,874
                                                                         ===============
                Liabilities and stockholders' deficit

Current liabilities:
   Accounts payable and accrued expenses                                     $1,089,974
   Deferred income taxes payable                                              1,950,917
   Lines of credit                                                               69,365
   Deferred revenue                                                           2,152,906
                                                                         ---------------
                 Total current liabilities                                    5,263,162
Stockholders' deficit:
   Common stock, $.001 par value:
      Authorized 150,000,000 shares; issued and outstanding,
      12,614,702 shares,                                                         12,615
   Additional paid-in capital                                                 1,615,565
   Deferred compensation                                                       (107,866)
   Accumulated deficit                                                       (1,573,602)
                                                                          ---------------
      Total stockholders' deficit                                               (53,288)
                                                                          ---------------
           Total liabilities and stockholders' deficit                      $ 5,209,874
                                                                          ===============

                 See notes to consolidated financial statements


                                       F-2

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                      SITE2SHOP.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

  <S>                                           <C>

                                                         YEARS ENDED DECEMBER 31,
                                                     -------------------------------
                                                          1999             2000
                                                     -------------     -------------
   Revenues                                           $10,015,377       $16,524,764
   Cost of revenues                                     2,675,670         5,242,998
                                                     -------------     -------------
        Gross Margin                                    7,339,707        11,281,766

  Operaing Expenses:
        Selling                                         2,908,292         3,044,187
        General and administrative                      4,081,092         6,083,369
                                                      ------------     -------------
   Total operating expenses                             6,989,384         9,127,556

  Operating income                                        350,323         2,154,210
  Income taxes                                            165,000           861,334
                                                     -------------     -------------
  Net Income                                            $ 185,323       $ 1,292,876
                                                     =============     =============
  Net Income per Common Share-Basic                     $     .02       $      .10
                                                     =============     =============
  Net Income per Common Share-Diluted                   $     .02       $      .10
                                                     =============     =============
  Weighted Average Number of Common
  Shares-Basic                                         12,220,156        12,521,572
                                                     =============     =============


  Weighted Average Number of Common
            Shares-Diluted                             12,273,268        13,000,515
                                                     =============     =============


                 See notes to consolidated financial statements

                                     F - 3

</TABLE>








<PAGE>

<TABLE>
<CAPTION>



                        SITE2SHOP.COM, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000




                                              Common Stock
                                          ---------------------     Additional                        Total
                              Number of                 Paid-In      Deferred       Accumulated   Stockholders'
                                Shares      Amount      Capital     Compensation      Deficit         Deficit
                              -----------  ---------   -----------  ------------   -------------  -------------
 <S>                       <C>
Balance, December 31, 1998    11,391,400    $11,391    $305,233         $ --    $  (3,078,676)   $(2,762,052)

Reacquisition of common stock    (12,500)       (12)    (26,863)          --          (26,875)         --

Stock options issued for services   --         --        68,750           --            --            68,750

Sale of common stock           1,000,802      1,001     998,999           --            --         1,000,000

Common stock issued
  for services                   100,000         10     169,369         (169,469)       --             --

Amortization of  deferred
  compensation                      --         --          --             61,830        --            61,830

Net income                          --         --          --               --         185,323        185,323
                               -----------   --------  -----------    -----------  ------------   ------------
Balance, December 31, 1999    12,479,702     12,480    1,515,488        (107,639)   (2,866,478)    (1,446,149)

Common stock issued
  for services                    35,000         35       65,077         (65,112)       --               --

Common stock issued upon
   acquisitions                  100,000        100       35,000            --          --             35,100

Amortization of  deferred
  compensation                      --         --            --           64,885        --             64,885

Net income                          --         --            --             --       1,292,876      1,292,876
                              ------------ --------- -----------     ------------  ------------ --------------
Balance, December 31, 2000    12,614,702   $ 12,615   $1,615,565       $(107,866)  $(1,573,602)    $ (53,288)
                              ============ ========= ===========     ============  ============ ==============

</TABLE>


                 See Notes to Consolidated Financial Statements


                                      F - 4


<PAGE>

<TABLE>
<CAPTION>


                      SITE2SHOP.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

 <S>                                                                       <C>
                                                                                 YEARS ENDED DECEMBER 31,
                                                                                -------------------------
                                                                                1999                 2000
                                                                                -------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     185,323           $1,292,876
Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                             168,216              332,858
     Stock options issued for services                                          68,750                 --
     Provision for deferred income taxes                                       165,000              861,917
     Common stock issued for services                                             -                  65,112
     Amortization for deferred compensation                                     61,830                 --
     Provision for bad debts                                                      -                 499,561
     Changes in operating assets and liabilities:
        Increase in accounts receivable                                       (955,386)          (1,226,979)
        Increase in inventories                                                (22,030)            (467,025)
        Increase (decrease) in prepaid expenses
         and other current assets                                               56,256             (572,160)
        (Increase) decrease in other assets                                    (66,356)              17,732
        Increase in accounts payable and accrued expenses                      434,496              152,729
        Deferred revenue                                                      (237,137)            (250,335)
                                                                              ---------           ----------
Net cash provided by (used in)operating activities                            (141,038)              706,286
                                                                              ---------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                         (521,066)            (544,404)
                                                                              ---------           ----------
Net cash used in investing activities                                         (521,066)            (544,404)
                                                                              ---------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of common stock                                          1,000,000                  --
 Bank overdraft                                                                118,100                  --
 Note to related parties                                                        87,000                  --
 Repayment of capital lease obligations- related parties                      (108,540)            (167,182)
 Repayment of capital lease obligations                                        (26,101)             (23,498)
                                                                             ----------           ----------
Net cash provided by (used in) financing activities                          1,070,459             (190,680)
                                                                             ----------           ----------
Net increase (decrease) in cash and cash equivalents                           408,355              (28,798)
Cash and cash equivalents, beginning of period                                  41,802              450,157
                                                                             ----------           ----------
Cash and cash equivalents, end of period                                    $  450,157            $ 421,359
                                                                             ==========           ==========
Supplemental disclosures of cash flow information
Cash paid during the period for:
   Interest                                                                 $   22,702            $     925
                                                                             =========            ==========
   Interest- related party                                                  $    6,584            $   8,095
                                                                             =========            ==========
   Taxes                                                                     $   1,531            $   1,077
                                                                             =========            ==========
Non-cash financing activities:
   Capitalized equipment lease- related party                                $ 275,722           $       --
                                                                             =========            ==========
   Common stock issued for future services and acquistions                   $ 169,469           $  100,077
                                                                             =========            ==========
   Reacquisition of common stock                                             $  26,875           $     --
                                                                             ==========           ==========
   Stock options issued for services                                         $  68,750           $     --
                                                                             ==========           ==========
   Issuance of stock to settle notes payables                                $  97,000           $     --
                                                                             ==========           ==========

</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F - 5

<PAGE>



                      SITE2SHOP.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENED DECEMBER 31, 1999 AND 2000

1.   BUSINESS
-------------
      On June 24, 1998,  Site2shop.com,  Inc.,  (formerly  Tee-Rifik Corp.) (the
"Company"),  a Nevada  corporation,  acquired 100% of the issued and outstanding
shares of Shop TV and  Television,  Inc.  ("Shop"),  a  privately  held  Florida
corporation.  The existing  stockholders  of the Company  retained their 116,400
shares and the stockholders of Shop received shares of the Company at a ratio of
1,250 to 1 for a total of 1,250,000 shares. Due to the majority ownership of the
Company after the  transaction by the former Shop  stockholders  (91.5%) and the
Company's lack of substantial assets, liabilities, or marketable products and/or
services,  the  transaction is considered to be a reverse  acquisition,  whereby
Shop is  deemed to be the  accounting  acquirer  and to be both the  predecessor
entity and continuing entity. Accordingly,  the combination of the two companies
is recorded as a  recapitalization  of Shop,  whereby  the  combined  assets and
liabilities are recorded on an historical basis. As neither the Company nor Shop
were actively engaged in revenue producing  activities prior to this transaction
the Company's operations have only been included since June 24, 1999.

      On February 9, 1999,  the Company  entered into an agreement to merge (the
"Merger  Agreement") with Tricom Pictures and Productions,  Inc.  ("Tricom"),  a
privately held Florida  corporation,  engaged in the  marketing,  production and
distribution  of television  programming,  into a wholly-owned  subsidiary.  The
stockholders of Tricom;  three of whom are Executive Officers of the Company and
owned 71.0%  collectively of the common stock of the Company (85% of Tricom) and
five  (remaining)  stockholders  collectively  owned 5.6% of the Company (15% of
Tricom).  Under the  terms of the  Merger  Agreement,  the  Tricom  stockholders
exchanged  their  shares at a ratio of  100,000  to 1 for a total of 10  million
shares. As a result of the merger, the former Tricom stockholders owned 96.8% of
the shares of Common Stock of the Company and the  transaction  is considered to
be a reverse  acquisition  whereby  Tricom is  considered  to be the  accounting
acquirer. As both companies were under common control, the combination of the
two companies is deemed to be a purchase and accounted for as an "as if" pooling
of interests,  whereby the combined  assets and  liabilities  are recorded on an
historical  basis.  Accordingly,  the audited  balance sheets as of December 31,
1999 and 2000  represent  the combined  balance sheet of the Company and Tricom.
The audited  Statements of Operations and Cash Flows for the year ended December
31, 1999 and 2000  represent  the combined  operations of the Company and Tricom
for the respective years then ended. The Statement of Stockholders'  Deficit for
the year ended  December  31, 1999 and 2000 gives  effect to the  issuance of 10
million shares by the Company in conjunction  with the  acquisition of Tricom as
of December 31, 1997.

      The company operates primarily in one line of business.

      The Company's  business is to market its vendors'  products  through (i) a
half-hour  shop-at-home  program,  (ii)  its  internet  websites,  and  (iii)  a
commercial  retail store.  Additionally the Company produces  broadcast  quality
educational,   entertaining  and  informative   television   programs  that  are
distributed  nationally via cable channels,  network  affiliates and independent
stations  nationwide.  The  Company,  through  a  resolution  of  the  Board  of
Directors, changed its name as of February 9, 1999.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------
A.  Principles of Consolidation - The consolidated financial statements include
the  accounts of  Site2shop.com,  Inc. and its  wholly-owned  subsidiaries,
Site2shop  TV,Inc.  (formerly  Shop TV and  Television,  Inc.)  and  Tricom
Pictures and Productions,  Inc. All significant  intercompany  accounts and
transactions have been eliminated in consolidation.

                                      F-6
<PAGE>


B.  Inventories -  Inventories  consists  primarily of retail goods  obtained as
payment for transactions  signed up for by customers.  The inventory is recorded
at the lower of cost or market using the first-in  first-out method. The company
receives  as part of the  consideration  for some of their  production  services
inventory product for resale. The inventory is recorded at the fair value of the
services rendered.

C.  Equipment  and  Leasehold  Improvements  -  Equipment  is  carried  at cost.
Depreciation and amortization are computed using the  straight-line  method over
the estimated  useful lives of the various assets.  Leasehold  improvements  are
amortized over the lesser of their estimated useful lives or the lease term.

 D. Revenue - A portion of revenue represents revenues from contracts to produce
television  programs  using  the  "percentage-of-completion-method"  recognizing
revenue relative to the proportionate  progress on such contracts as measured by
the ratio which costs incurred by the Company to date bear to total  anticipated
costs on each program.

     Deferred  revenue  represents  amounts  which have been  billed and not yet
earned in  accordance  with this  method.  Deferred  revenue was  $2,152,906  at
December  31,  2000.  The  Company  had  additional  signed  contracts  totaling
$2,948,972 at December 31, 2000 for which performance had yet to commence.

E. Fair Value of Financial  Instruments - The carrying  amounts  reported in the
balance sheet for cash, receivables, and accounts payable approximate their fair
market value based on the short-term maturity of these instruments.

F.  Estimates - The  preparation  of financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

G. Income Taxes - Income taxes are  accounted  for under  Statement of Financial
Accounting  Standards  No.109,  "Accounting for Income Taxes," which is an asset
and liability  approach that requires the recognition of deferred tax assets and
liabilities  for the expected  future tax  consequences of events that have been
recognized in the Company's financial statements or tax returns.

H. Net  Income  per share - The  Company  has  adopted  Statement  of  Financial
Accounting  Standard No. 128,  "Earnings per Share"  specifying the computation,
presentation,  and disclosure  requirements  of earnings per share  information.
Basic  earnings per share has been  calculated  based upon the weighted  average
number of common shares outstanding.  Stock options have been excluded as common
stock equivalents in the diluted earnings per share in the event they are either
antidilutive, or their effect is not material. On February 23, 1999, the Company
affected a 1 for 10 reverse  stock split.  The  financial  statements  have been
restated to give retroactive recognition to the reverse stock split.

I.  Stock Based  Compensation - The Company accounts for stock transactions in
accordance  with APB  Opinion  No.  25,  "Accounting  for  Stock  Issued to
Employees."  In  accordance  with the  Statement  of  Financial  Accounting
Standards No. 123, "Accounting for Stock Based  Compensation",  the Company
has adopted the pro forma disclosure requirements of Statement No. 123.

                                      F-7
<PAGE>

 J. Impairment of Long-lived Assets - The Company reviews  long-lived assets for
 impairment  whenever  circumstances and situations change such that there is an
 indication  that the  carrying  amounts may not be  recovered.  At December 31,
 2000, the Company  believes that there has been no impairment of its long-lived
 assets.

 K. Concentration of Risk - Credit losses, if any, have been provided for in the
 financial statements and are based on management's expectations.  The Company's
 accounts receivable are subject to potential concentrations of credit risk. The
 Company  does not  believe  that it is  subject to any  unusual or  significant
 risks, in the normal course of business.

 L. New  Accounting  Pronouncements  In June 1998 and June 2000, the FASB issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and
SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities."  These  statements  establish  accounting  and reporting  standards
requiring that every  derivative  instrument be recorded on the balance sheet as
either and asset or liability  measured at its fair value. SFAS Nos. 133 and 138
also require that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. SFAS Nos. 133 and
138 are effective for fiscal years  beginning  after June 15, 2000.  The Company
does not expect that the  adoption of these new  standards  will have a material
impact on the Company's earnings or financial position.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statement " ("SAB
101"), which clarifies certain existing accounting  principles for the timing of
revenue recognition and its classification in the financial statements.  In June
2000, the SEC delayed the required  implementation date of SAB 101. As a result,
SAB 101 will not be effective for the Company until the quarter ended  September
30,  2001.  In  October   2000,   the  SEC  issued   further   guidance  on  the
interpretations  included in SAB 101.  The Company is  currently  analyzing  the
impact of this Staff Accounting Bulletin.

In September  2000, the FASB issued SFAS No. 140  "Accounting  for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities--a  replacement
of FASB  Statement  No. 125" ("SFAS  140").  SFAS 140 revises the  standards for
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral and requires  certain  disclosures,  but it carries over most of SFAS
125's  provisions  without  reconsideration.  This  Statement is  effective  for
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring  after March 31, 2001. This Statement is effective for recognition and
reclassification  of collateral and for disclosures  relating to  securitization
transactions and collateral for fiscal years ending after December 15, 2000.

 M. Barter Transactions-The Company trades production services for advertisement
pages used in the services for their  customers.  An asset and barter revenue is
recorded  at the fair value of the  services  rendered.  Barter  revenue for the
years ended  December  31, 1999 and 2000 was $0 and $600,055  respectively.  The
asset represents  unused magazine  advertisement  pages totaling  $454,000 as of
year ended December 31, 2000.
                                F-8
<PAGE>

3.   EQUIPMENT AND LEASEHOLD IMPROVEMENTS
-----------------------------------------
     Equipment  and  Leasehold  Improvements  are as follows as of December  31,
2000:


                                                   Estimated
                                                  Useful Lives
                                                   ------------


    Furniture and Fixtures .............           7 - 10 Years       $246,497
    Computer Equipment .................           5 -  7 Years        380,307
    Office Equipment ...................           5 -  7 Years        252,272
    Leasehold Improvements .............           2 -  5 Years        283,739
    Leasehold Improvements- Retail Store                4 Years         39,467
    Retail Store Equipment .............                5 Years          7,515
    Retail Store Signs .................                4 Years          4,200
    Vehicles ...........................                3 Years        203,358
    Production Equipment ...............                7 Years        536,917
                                                                      ---------
                                                                       1,954,272

    Less: Accumulated depreciation and
           amortization ................                               787,067
                                                                      ---------
                                                                     $ 1,167,205
                                                                     ===========

4.   RELATED PARTY TRANSACTIONS
-------------------------------

In September  1999, the Company  entered into a capital master lease to purchase
$275,722 of production, transportation and office equipment with a related party
which is 100% owned by two of the Executive Officers of the
Company and who own 76% of the Company.  On March 16, 2000, the Company,  at its
option, prepaid the entire unpaid balance of $109,500.

5.   COMMON STOCK
-----------------

     In February 1999, the Company  reacquired 12,500 of its common shares.  The
market value at the time was $26,875.

     During the period of January 15, 1999  through  April 6, 1999,  the Company
issued  1,000,802  shares of common stock to 29 investors for gross  proceeds of
one million dollars in connection  with an offering  pursuant to Rule 504 of the
Securities Act of 1933 as amended.

     During the period of April 6, 1999  through  August 10,  1999,  the Company
issued  100,000 shares of its common stock,  in aggregate,  to two attorneys and
two  consultants  for services to be rendered over a period  ranging from one to
four years from the respective dates of issuance.  The aggregate market value of
the shares issued based on the respective dates of issuance was $169,000 and the
unamortized  portion of the grant as of December  31, 1999 and 2000 was $107,639
and $107,866 respectively.

On  January  2,  2000,   the  Company   entered  into  a  consulting   agreement
("Agreement")  with a corporation to provide the Company financial  advisory and
marketing services in consideration of receipt by a principal of the corporation
of 25,000 shares of the Company's common stock. The term of the Agreement is the
later of one year from the date of the Agreement or the consummation of a merger
or acquisition with a candidate  introduced by the corporation,  but in no event
to exceed two years from the date of the Agreement.  The aggregate  market value
of the shares issued based on the respective dates of issuance was $45,000.

                                      F-9
<PAGE>

     On January 2, 2000, the Company issued 10,000 shares of its common stock to
a corporation to provide  employee  counseling  services to the employees of the
Company on as needed basis for a period of one year. The aggregate  market value
of the shares issued based on the respective dates of issuance was $20,000.


  On December 22, 2000, the Company issued 100,000 shares of its common stock to
acquire  substantially  all  of the  assets  and  certain  liabilities  of  Snow
Productions Inc. ("Snow"). The aggregate market value of the shares issued based
on the  respective  dates of issuance was  $35,000.  Snow  provides  multi-media
presentations  and  assists  major  company's  with their  yearly  events.  This
acquisition  resulted in goodwill to the Company's assets of $84,663. No revenue
for Snow productions was recorded by the company in 2000. Pro-forma  information
is not presented as such amounts related to Snow were considered immaterial.


6.   INCOME TAXES
-----------------
     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
Accounting Standards No. 109, "Accounting for Income Taxes ("SFAS No.109"). SFAS
No.109  requires the recognition of deferred tax assets and liabilities for both
the expected  impact of  differences  between the financial  statements  and tax
basis of assets and  liabilities,  and for the expected future tax benefit to be
derived from tax loss and tax credit  carryforwards.  SFAS No. 109  additionally
requires the establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets.

     The provision for income taxes  differs from the amount  computed  applying
the statutory federal income tax rate to income before income taxes as follows:

                                                   Year Ended December 31,
                                                   -----------------------
                                                      1999          2000
                                                  ---------      --------
 Statutory federal income tax rate ........          34.0%          34.0%
 State taxes, net of federal tax benefit ..           3.6            3.6
 Other ....................................           9.5            1.1
                                                    -----          -----
                                                     47.1           38.6

                                                    =====          =====


                                                  Year Ended December 31,
                                                  ------------------------
                                                      1999            2000
                                                  -----------    -------------

 Income taxes computed at statutory rate ..        $ 132,000       $ 786,334
 Effect of permanent differences ..........           33,000          75,000
                                                    --------        --------
 Provision for income taxes-deferred ......        $ 165,000       $ 861,334
                                                    ========        ========

                                      F-10

<PAGE>

     Deferred income taxes are the result of temporary  differences  between the
carrying  amounts of assets and  liabilities  relating to  contracts  to produce
television  programs where the  percentage of completion  method is utilized for
financial reporting purposes and the "completed  contract" method where revenues
and expenses are recognized upon  completion of the television  programs is used
for income tax  reporting.  The  following  table  sets forth the  component  of
deferred tax liabilities as of December 31, 2000:


 Deferred revenue .........................           $  2,298,000
 Production costs in progress .............               (605,000)
 Other.....................................                257,917
                                                       ------------
    Total .................................           $  1,950,917
                                                       ============

     As  of  December  31,  2000  the  Company  has  net  operating   losses  of
approximately  $1,070,000  that are  available to reduce future  taxable  income
though the year 2015.


7.   COMMITMENTS
----------------

 A.  Operating  Leases - The  Company  leases its  offices,  retail  store,  and
     warehouse under  non-cancellable  operating leases. All leases have options
     to renew ranging from a month-to-month basis up to five years. Rent expense
     for the years ended December 31, 2000, and 1999 was $433,236 and $253,639.


The  leases  expire  through  August 2004.  Minimum  rental  commitments  are as
     follows:

                                 Minimum
     Year                        Rental
     ----                        -------
     2001                      $ 388,234
     2002                      $ 246,117
     2003                      $  62,871
     2004                      $  32,034


 B.  Employment  Agreements - the Company has employment  agreements  with three
     key executive officers. The agreements continue for approximately two years
     ending between June and August of 2001 requiring  minimum annual  aggregate
     salaries of  $850,000  and provide for  severance  payments  under  certain
     circumstances.  The agreements provide the officers with certain additional
     rights after a change of control (as defined) of the Company occurs.  As of
     December  31,  2000,  if all of the  officers  under  contract  were  to be
     terminated  without  good cause (as  defined)  under these  contracts,  the
     Company's liability would be approximately $425,000. Additionally,  certain
     officers  received  signing  bonuses  as part of these  agreements  and all
     officers are entitled to monthly bonuses at the discretion of the Company's
     Compensation  Committee  of which these three key  executive  officers  are
     members thereof.

                                      F-11
<PAGE>

 C.  Contingencies  - the Company is a defendant in various  lawsuits and claims
     which in the  aggregate  seek  general and punitive  damages  approximating
     $50,000;  these  matters  arise out of the normal  course of business.  The
     Company  intends to vigorously  defend itself in these actions,  and in any
     event,  does not believe these actions  singularly or combined would have a
     material adverse effect on the Company's  financial  statements or business
     operations.


9.   ACQUISITIONS
-----------------

     The  acquisition of Tricom is a  reorganization  of Companies  under common
control,  which has been  accounted for as an "As If" pooling of interests  with
Tricom  deemed to be the  accounting  acquirer.  Accordingly,  the  consolidated
financial statements have been restated for all periods prior to the acquisition
to include the accounts and operations of Tricom.

     Net revenues and net loss for the individual entities are as follows:


 Year Ended December 31, 1999: Site2shop.com          Tricom         Combined
                              -------------       -------------    -----------

     Net revenues ..........   $  5,420,639         $ 4,594,738     $ 10,015,377
     Net income (loss) ....... $    735,265         $  (549,942)    $    185,323

10.  STOCK OPTIONS
------------------
     The Company  adopted a Stock Option Plan (the "Plan") in September 1998, as
amended. The Plan is administered by a committee  ("Committee") appointed by the
Board of Directors and provides that the Committee has sole  discretion to grant
options and to establish  terms and  conditions  of each option,  subject to the
provisions of the Plan. If options  granted are "incentive  stock  options," the
exercise price of the options may not be less than 100% of the fair market value
of the  Company's  stock on the date of the grant (110% of the fair market value
if the grant is to an employee who owns more than 10% of the outstanding  common
stock). Non-statutory options may be granted under the Plan at an exercise price
of not less than 55% of fair market value of the common stock on the date of the
grant.
The  maximum  grant  term is ten  years.  The  Plan is  designed  for  officers,
directors,  and other key employees.  On April 3, 2000,  the Company's  Board of
Directors  increased  the number of shares of common stock  available for option
under the 1998  Employee  Stock  Option Plan from  3,000,000  million  shares to
5,000,000  shares. In addition,  the Company  registered the 5,000,000 shares of
common stock with the United States Securities and Exchange Commission on May 1,
2000. In April 1999, the Company issued options to purchase 50,000 shares of its
common stock to nine employees. The options vest upon 24 months of completion of
continuous  service from the date of grant and were issued at an exercise  price
of less than fair market value on the date of grant.  The  compensation  expense
recorded on the date of grant  totaled  $68,750.  All other option  grants since
inception of the Plan were at fair market value as of the date of the grant.  As
of December 31, 1999, 2,378,010 options have been granted at prices ranging from
$0.8125 to $35.60 per share and no options have been  exercised.  As of December
31, 2000,  2,421,500  additional options have been granted at prices of $.50 per
share and no  options  have been  exercised.  There  have  been  29,280  options
forfeited since inception of the Plan as a result of employee terminations.

     For  disclosure  purposes  the fair  value of each  stock  option  grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for stock options granted during
the year ended December 31, 2000: annual dividends of $0.00, expected volatility
of 270%,  risk-free interest rate of 6.13 % and expected life of 4 years for all
grants. The weighted-average fair values of the stock options granted during the
year ended December 31, 1999 was $1.31.  The assumptions  used for stock options
granted  during the year ended  December  31, 2000:  annual  dividends of $0.00,
expected  volatility of 50%,  risk-free interest rate of 6.0 % and expected life
of 5 years for all grants. The weighted-average fair values of the stock options
granted during the year ended December 31, 2000 was $2.20.

                                      F-12
<PAGE>

     If the Company  recognized  compensation cost for the employee stock option
plan in accordance  with SFAS No. 123, the Company's pro forma net income (loss)
and net income (loss) per share - basic and diluted would have been ($1,099,862)
and ($0.09) in 1999 and $1,155,457 and $0.09 in 2000.

The  following  table  summarizes  the  changes in options  outstanding  and the
related price ranges for shares of the Company's common stock:

                              Number of      Price per Share    Number of Shares
                                Shares            Range             Exercisable
                             -------------   ------------------ ----------------

Outstanding, December 31, 1998  155,905       $1.00   -   $35.60         154,585
Granted ......................2,216,635       $0.8125 -    $2.375        800,000
Canceled .....................   (9,320)      $0.8125 -   $35.60             --
                              -----------                               -------
Outstanding,December 31, 1999 2,363,220       $0.8125 -   $35.60         954,585


Granted ......................2,521,500       $0.50 -    $0.50             --
Canceled .....................  (19,500)      $0.8125 -   $35.60           --
                              -----------                                -------
Outstanding,December 31, 2000 4,865,220       $0.50 -   $35.60           954,585
                             ===========                                 =======

     On February 23, 1999, the Company  affected a 1 for 10 reverse stock split.
All  options  granted  and related  exercise  prices have been  restated to give
retroactive recognition to the reverse stock split.

9. LINES OF CREDIT
---------------------

During the year ended December 31, 2000 the Company  assumed two lines of credit
as a result of the Snow  acquisition.  The lines of  credit  are with  different
financial  institutions and are not  collateralized by any assets.  The lines of
credit are payable on demand and bear  interest at the prime rate plus 4% and is
subject to annual renewal.  The total  outstanding  balance at December 31, 2000
for these lines of credit are $69,365.

                                        F-13
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

     None.



PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
----------------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         -------------------------------------------------

     The following  table sets forth the names,  positions  with the Company and
ages of the executive  officers and directors of the Company.  Directors will be
elected at the Company's  annual meeting of shareholders  and serve for one year
or until their  successors are elected.  Officers are elected by the Board,  and
their terms of office are,  except as governed by  employment  contract,  at the
discretion of the Board.


YEAR FIRST
NAME                      AGE            POSITION                     ELECTED
---------------          ----      ------------------------         ----------
Mark A. Alfieri           32       Chief Executive Officer,            1998
                                   President, Treasurer and Director
Jack A. Levine            42       Vice President, Secretary and       1998
                                   Chairman of the Board of
                                    Directors
Eric J. Warm              32       Chief Operating Officer, Vice       1998
                                   President and Director
Brad Hacker               41       Chief Financial Officer             2000



     Mr. Alfieri has served as Chief Executive Officer,  President and Treasurer
since  July  1999.  In  July  1994,  Mr.  Alfieri  founded   Alfieri   Marketing
Corporation,  a fully  integrated  marketing firm and predecessor to Shop TV and
Television,  Inc. In 1991, Mr. Alfieri founded  Alfieri and Associates,  Inc., a
marketing  and  advertising  company and the  predecessor  of Tricom  Pictures &
Productions, Inc.

     Mr.  Levine  has  served as Vice  President  and  Chairman  of the Board of
Directors  since July 1999.  Prior to such time,  Mr. Levine  co-founded  Tricom
Pictures and  Productions,  Inc. with Mr.  Alfieri in 1994 and has served as its
Vice President.

     Mr.  Warm has served as Chief  Operating  Officer and  Director  since July
1999.  From 1994  through  June 1999,  Mr. Warm has served as Vice  President of
Operations of Tricom Pictures and Productions, Inc. Mr. Warm received a Bachelor
of Science in Business Administration from the University of Florida in 1990.

         Mr. Hacker joined the Company in August 2000 as Chief Financial Officer
after  spending seven years as Treasurer and CFO of Hi-Rise  Recycling  Systems.
Previously,  he  served  as a  finance  manager  for a  leasing  company  and as
controller  for  various  divisions  of  Campbell   Taggert,   a  subsidiary  of
Anheuser-Busch. He graduated with a BBA from the University of Texas in 1981. He
is a CPA.
                                       22

<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

     The following table sets forth the cash and other  compensation paid by the
Company to its Chief Executive Officer and to each of the executive  officers of
the Company who received annual compensation in excess of $100,000 for the years
ended December 31, 2000 and 1999

 SUMMARY COMPENSATION TABLE

NAME AND                                                              OTHER
PRINCIPAL                                                            ANNUAL
POSITION        YEAR         SALARY            BONUS               COMPENSATION
-------------- -------      --------        ------------           ------------

Mark Alfieri,
Chief Executive
Officer           2000   $325,000          $636,035               $28,906  (1)
                  1999   $325,000          $311,469               $28,906  (1)
Jack Levine,
Vice President    2000   $325,000          $636,035               $28,906  (1)
                  1999   $325,000          $311,469               $28,906  (1)

Eric Warm
Chief Operating   2000   $200,000          $307,972              $ 6,000 (2)
Officer           1999   $200,000          $165,235              $ 6,000 (2)

----------

(1) Represent health and welfare benefits of($6,822) and auto lease payments and
    related costs of($22,084).
(2) Represents auto lease payments and related costs.


OPTION HOLDINGS

     The  following  table sets forth  information  with respect to the grant of
options to  purchase  shares of common  stock  during the  calendar  years ended
December 31, 1999 ("1999") and 2000 ("2000") to each person named in the Summary
Compensation Table.

                           NUMBER OF     % OF TOTAL
                           SECURITIES    OPTIONS/SARS     EXERCISE
                           UNDERLYING      GRANTED TO      OR BASE
                          OPTIONS/SARS   EMPLOYEES IN      PRICE       EXPIR.
   NAME         PERIOD    GRANTED(#)(1)     PERIOD        ($/SHARE)     DATE
----------      ------   --------------  ------------   -----------  ----------

Mark Alfieri    2000          900,000        37.5                 $.50     (3)
                1999          834,300        37.6      $.89375 - $2.375    (2)

Jack Levine     2000          900,000        37.5                 $.50     (3)
                1999          833,870        37.5      $.89375 - $2.375    (2)

Eric Warm       2000          264,500        11.3                 $.50     (3)
                1999          104,000        11.3      $.89375 - $2.375    (2)
                ------------------------

                                       23

<PAGE>

(1) None of the above  parties has exercised any of their options as of December
    31,  2000.  The 1999 grant vested on April 1, 1999,  the date of grant.  The
    2000 grants will vest on, December 22, 2002, two years from the date of
    grant. There are no other conditions of vesting.

(2) The 1999 grants expire on October 9, 2004.

(3) The 2000 grants expire on December 22, 2005.


AGGREGATED FISCAL YEAR END OPTION VALUE TABLE

     The following table sets forth certain information  concerning  unexercised
options held by the named  Executive Officers as of December 31, 2000.  No stock
options were  exercised by the named  Executive  Officers  during the year ended
December 31, 2000. No stock appreciation rights were granted or are outstanding.

               Number of Unexercised Options   Value of Unexercised in the Money
                Held at December 31, 2000       Options at December 31, 2000 (1)
               -----------------------------   ---------------------------------
Name              Exercisable   Unexercisable       Exercisable   Unexercisable
-------------      -----------   -------------       -----------   -------------
Mark Alfieri        409,905      1,385,870             $ ----      $ ----
Jack Levine         409,905      1,386,300             $ ----      $ ----
Eric Warm           130,190        411,465             $ ----      $ ----


(1) Dollar values are calculated based on the difference  between the respective
    option  exercise price and $.28,  the closing price of the Company's  Common
    Stock on December 31, 2000, as reported by the NASDQ OTC Bulletin Board.


EMPLOYMENT AGREEMENTS

     Mark Alfieri, President and CEO. On June 29, 1998, the Company entered into
a three-year employment agreement (the "Agreement") with Mr. Alfieri whereby Mr.
Alfieri  will  serve as  President  and a member of the Board of  Directors  and
received a signing  bonus of  $125,000.  The  Agreement  called for annual  base
compensation  of  $450,000 in 1998 and  $250,000  in 1999 and 2000 with  bonuses
based  upon the  Company  earning a minimum  net  income of  $250,000  and bonus
payments ranging from $50,000 to $125,000  predicated on net income ranging from
$250,001 to $500,000 for 1998 and 1999. Bonus payments for 1999 would range from
$50,000 to  $125,000  predicated  on Company  earning net income  (after  bonus)
ranging from $500,001 to $750,000. Additionally, the Agreement provides for a
monthly auto allowance of $1,200 plus insurance and maintenance. Effective April
1, 1999,  the Company and Mr.  Alfieri  mutually  modified the  Agreement,  as a
result of the acquisition of Tricom Pictures and  Productions,  Inc. (See Part I
Item 1. - Business),  whereby the annual compensation was raised to $325,000 and
bonuses are to be paid monthly at the discretion of the  Compensation  Committee
of which Mr. Alfieri is a member.  The Agreement is automatically  renewable for
successive  one-year terms unless the parties mutually agree in writing to alter
the terms or one or both of the parties  exercises  their right,  in  accordance
with the terms of the Agreement, to terminate the Agreement.

     Jack Levine,  Vice President.  On June 29, 1998, the Company entered into a
three-year  employment  agreement (the  "Agreement") with Mr. Levine whereby Mr.
Levine will serve as Vice  President  and a member of the Board of Directors and
received a signing  bonus of  $125,000.  The  Agreement  called for annual  base
compensation  of  $450,000 in 1998 and  $250,000  in 1999 and 2000 with  bonuses
based  upon the  Company  earning a minimum  net  income of  $250,000  and bonus
payments ranging from $50,000 to $125,000  predicated on net income ranging from
$250,001 to $500,000 for 1999 and 2000. Bonus payments for 1999 would range from
$50,000 to  $125,000  predicated  on Company  earning net income  (after  bonus)
ranging from $500,001 to $750,000. Additionally, the Agreement provides for a
monthly auto allowance of $1,200 plus insurance and maintenance. Effective April
1, 1999, the Company and Mr. Levine mutually modified the Agreement, as a result
of the acquisition of Tricom Pictures and Productions,  Inc. (See Part I Item 1.
- Business),  whereby the annual compensation was raised to $325,000 and bonuses
are to be paid monthly at the discretion of the Compensation  Committee of which
Mr. Levine is a member. The Agreement is automatically  renewable for successive
one-year  terms unless the parties  mutually agree in writing to alter the terms
or one or both of the parties  exercises  their right,  in  accordance  with the
terms of the Agreement, to terminate the Agreement.

                                       24
<PAGE>

     Eric Warm, Vice President and Chief Operating  Officer.  On August 1, 1998,
the Company  entered into a three-year  employment  agreement (the  "Agreement")
with Mr.  Warm  whereby  Mr.  Warm will serve as Chief  Operating  Officer and a
member  of the  Board  of  Directors.  The  Agreement  called  for  annual  base
compensation of $200,000 in 1998 and 1999 respectively,  with 1999 bonuses based
upon Company earning a minimum net income of $250,000 and bonus payments ranging
from  $25,000 to $62,500  predicated  on net income  ranging  from  $250,001  to
$500,000.  Bonuses  in 1999 are based  upon the  Company  earning a minimum  net
income of $500,000 and bonus payments ranging from $25,000 to $62,500 predicated
on net income ranging from $500,001 to $750,000. Additionally, the Agreement
provides for a monthly auto  allowance of $500 plus  insurance and  maintenance.
Effective  April 1,  1999,  the  Company  and Mr.  Warm  mutually  modified  the
Agreement,  retroactive  to April 1,  1999,  as a result of the  acquisition  of
Tricom  Pictures and  Productions,  Inc. (See Part I Item 1 -Business),  whereby
bonuses are to be paid monthly at the discretion of the  Compensation  Committee
of which Mr. Warm is a member.  The  Agreement is  automatically  renewable  for
successive  one-year terms unless the parties mutually agree in writing to alter
the terms or one or both of the parties  exercises  their right,  in  accordance
with the terms of the Agreement, to terminate the Agreement.


1999 AMENDED STOCK OPTION PLAN

     On September  10, 1998 the Board of Directors  adopted the  Company's  1999
Stock  Option Plan (the  "Plan").  On December 1, 1999,  the Plan was amended by
Consent of the Board of  Directors  and  Majority  Shareholders  to increase the
number of shares of common stock which may be purchased by option (the "Plan
Option" as hereinafter defined),  from 1,500,000 to 3,000,000. On April 3, 2000,
the Company's Board of Directors  increased the number of shares of common stock
available  for option under the 1998 Employee  Stock Option Plan from  3,000,000
million  shares to 5,000,000  shares.  In addition,  the Company  registered the
5,000,000  shares of common stock with the United States Securities and Exchange
Commission on May 1, 2000.

     The  Company  believes  the Plan will  foster an  increase  in  proprietary
interest in the Company by its directors,  officers,  employees and consultants,
and to align more closely  their  interests  with the interests of the Company's
shareholders. The Plan will also aid the Company in attracting and retaining the
services of experienced and highly qualified  employees and  professionals.  The
Board of Directors or a Committee of the Board of Directors  (the  "Committee"),
of the Company, will administer the Plan which includes, without limitation, the
selection of the person(s) who will be granted Plan Options under the Plan,  the
type of Plan  Options to be granted,  the number of shares  subject to each Plan
Option and the Plan Option price.

     Plan Options  granted  under the Plan may either be options  qualifying  as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and to receive a new Plan Option to purchase  shares of
Common  Stock  equal in number to the  tendered  shares.  Any  Incentive  Option
granted under the Plan must provide for an exercise  price of not less than 100%
of the fair market  value (as defined) of the  underlying  shares on the date of
such  grant,  but the  exercise  price of any  Incentive  Option  granted  to an
eligible employee owning 10% of the Company's Common Stock must be at least 110%
of such fair market value as  determined  on the date of the grant.  The term of
each Plan Option and the manner in which it may be  exercised is  determined  by
the Board of Directors  or the  Committee,  provided  that no Plan Option may be
exercisable more than 10 years after the date of its grant and in the case of an
Incentive  Option  granted to an eligible  employee  owning more than 10% of the
Company's Common Stock, no more than five years after the date of the grant. The
exercise  price of  Non-Qualified  Options  shall be  determined by the Board of
Directors or the Committee.

                                       25

<PAGE>


     The per share purchase price of shares subject to the Plan Options  granted
under the Plan may be adjusted in the event of certain  changes in the Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options  granted under the Plan.
Officers,  directors,  key  employees  and  consultants  of the  Company and its
subsidiaries will be eligible to receive  Non-Qualified  Options under the Plan.
Only officers,  directors,  and employees of the Company who are employed by the
Company or by any subsidiary thereof are eligible to receive Incentive Options.

     All Plan Options are non-assignable and non-transferable, except by will or
by the laws of descent and  distribution,  during the lifetime of the  optionee,
and may be exercised  only by such  optionee.  If an  optionee's  employment  is
terminated  for any reason (other than death or disability  or  termination  for
cause),  or if an  optionee is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a Director is terminated for
any reason  (other than death or  disability),  the Plan  Option  granted to him
shall lapse to the extent  unexercised on the earlier of the expiration  date or
30 days following the date of his  termination.  If the optionee dies during the
term of his employment, the Plan Option granted to him shall lapse to the extent
unexercised on the earlier of the expiration date of the Plan Option or the date
one  year  following  the  date of the  optionee's  death.  If the  optionee  is
permanently and totally  disabled within the meaning of Section 22(c) (3) of the
Internal  Revenue  Code of 1986,  the Plan  Option  granted to him lapses to the
extent  unexercised on the earlier of the  expiration  date of the option or one
year following the date of such disability.

     The Board of Directors or the Committee may amend, suspend or terminate the
Plan at any time, except that no amendment shall be made which (i) increases the
total number of shares subject to the Plan or changes the minimum purchase price
therefor  (except in either case in the event of  adjustments  due to changes in
the  Company's  capitalization),  (ii) affects  outstanding  Plan Options or any
exercise right there under, (iii) extends the term of any Plan Option beyond ten
years, or (iv) extends the termination  date of the Plan.  Unless the Plan shall
theretofore  have been  suspended or terminated  by the Board of Directors,  the
Plan  shall  terminate  approximately  10  years  from  the  date of the  Plan's
adoption.  Any such termination of the Plan shall not affect the validity of any
Plan Options previously granted there under.

                                       26
<PAGE>

     As of December 31, 2000, 4,865,220 Plan Options are outstanding pursuant to
the Plan.  The following  table  summarizes the status of the Options issued and
outstanding:



                         Number of Securities       Exercise Price    Expiration
Date of Grant              Underlying Options           Per Share         Date
-----------------        ----------------------      -------------- ------------

Balance at December 31, 1998     155,905
Apr.  1, 1999   (2)              800,000            $ 2.375        Mar. 31, 2004
Apr.  1, 1999   (4)               50,000            $ 1.00         Mar. 31, 2004
Oct. 10, 1999   (4)              247,000            $ 0.8125       Oct.  9, 2004
Oct. 10, 1999   (4)            1,119,635            $ 0.89375      Oct.  9, 2004
Forfeitures     (3) (5)           (9,320)              (5)             (5)
                              -----------
Balance at December 31, 1999   2,363,220
Granted ....................   2,521,500            $.50           Dec. 22, 2005
Forfeitures     (3) (5)          (19,500)              (5)             (5)

                               -----------
Outstanding, December 31, 2000 4,865,220  (6)    $0.5000 -   $35.60
                               ===========



Notes:
(1)  Options vest upon  grantee's  completion  of 24 months of  employment  from
     initial hire date. No grantee's options had vested as of the date of grant.

(2)  All options vest upon date of grant.

(3)  All options expired as a result of grantee's termination of employment.

(4)  All options vest upon  completion of 24 months of  employment  from date of
     grant.

(5)  3,000 options expired from the second April 1, 1999 grant and 5,000 options
     from the first October 10, 1999 grant.

(6)  As of December 31,  2000,  954,585  options had vested,  none of which were
     exercised.  The remaining  3,810,635 options outstanding as of December 31,
     2000 had not vested nor were exercised.

                                       27
<PAGE>


EXECUTIVE BONUS PLAN

     In  conjunction  with the  acquisition  of Tricom,  the Company's  Board of
Directors ("Board") formed the Compensation Committee  ("Committee") on April 1,
1999 to  reward  executive  officers  and  other key  employees  based  upon the
performance of the Company and such  individuals.  Under the Plan, the Committee
may recommend  subject to the Board's  approval  bonuses from time to time.  The
Committee  is  comprised  of Messrs.  Alfieri,  Levine and Warm and Mr. A. Wayne
Gill, a principal  of the law firm Gill &  Associates,  P.A. who performs  legal
services on behalf of the Company. Mr Gill received 5,000 shares of Common Stock
of the Company and $32,000 of fees in connection with legal services rendered on
behalf of the Company.  Mr. Gill received no compensation  for his services as a
member of  Compensation  Committee.  Messrs.  Alfieri,  Levine and Warm are also
members of the Board.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The following table sets forth certain information  regarding the Company's
Common  Stock  beneficially  owned on March 23, 2001,  for (i) each  shareholder
known by the Company to be the beneficial  owner of five (5%) percent or more of
the Company's  outstanding  Common Stock,  (ii) each of the Company's  executive
officers and directors, and (iii) all executive officers as a group. In general,
a person is deemed to be a  "beneficial  owner" of a security if that person has
or shares the power to vote or direct the voting of such security,  or the power
to dispose of or to direct the  disposition of such  security.  A person is also
deemed to be a beneficial  owner of any  securities  to which the person has the
right to acquire beneficial ownership within sixty (60) days. At March 23, 2000,
there were 12,614,702 Shares ("Shares") of the Company's Common Stock, par value
$.001 (the "Common Stock") outstanding.

Name and Address of       Number of Shares of Common           Percentage of
Beneficial Owner (1)       Stock Beneficially Owned         Beneficial Ownership
----------------------    -------------------------        ---------------------

Mark Alfieri                      5,952,855 (2)                   37.7%
Jack Alan Levine                  5,957,300 (3)                   37.7%
Eric Warm                         1,892,055 (4)                   12.0%
Brad Hacker                          80,000(5)                     0.5%
All Executive Officers and
Directors as a Group (4 persons) 13,882,210 (2)(3)(4)(5)           87.9%

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

(1)  Unless otherwise  indicated,  the address of each of the listed  beneficial
     owners identified is 2001 West Sample Road, Pompano Beach, Florida 33064.

(2)  Mr. Alfieri is Chief Executive Officer,  Director,  President and Treasurer
     of the Company.  Includes  options to purchase  61,905  Shares at $1.00 per
     Share through December 21, 2003, 348,000 Shares at $2.375 per Share through
     March 31, 2004 and 486,300 Shares at $0.89375 per Share through  October 9,
     2004,  900,000 shares at $.50 per share through December 22,  2005.Includes
     3,702,500 shares held by the Alfieri-Eade  Family Limited Partnership #1 of
     which Mr. Alfieri is the general partner.

                                       28
<PAGE>

(3)  Mr.  Levine is  Chairman  of the Board of  Directors,  Vice  President  and
     Secretary of the Company.  Includes  options to purchase  61,905  Shares at
     $1.00 per Share  through  December 21, 2003,  348,000  Shares at $2.375 per
     Share  through  March 31,  2004 and 485,870  Shares at  $0.89375  per Share
     through October 9, 2004,  900,000 shares at $.50 per share through December
     22, 2005.  Includes  3,702,500  shares held by the Jack Alan Levine  Family
     Limited Partnership #1 of which Mr. Levine is the general partner.

(4)  Mr. Warm is Chief Operating Officer and a Director of the Company. Includes
     options to purchase  26,190 Shares at $1.00 per Share through  December 21,
     2003, 104,000 Shares at $2.375 per Share through March 31, 2004 and 147,465
     Shares at $0.8975 per Share,  and 264,500  sjares at $.50 per share through
     December 22, 2005.


(5)  Mr. Hacker is Chief Financial  Officer of the Company.  Includes options to
     purchase 75,000 Shares at $1.31 per Share through August 22, 2005 and 5,000
     Shares at $0.50 per Share through December 22, 2005.


                                       29
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     On  February  10,  1999 the Company  announced  plans to acquire  Tricom in
exchange  for 10  million  shares of the  Company's  Common  Stock,  subject  to
receiving a fairness  opinion  reflecting a valuation of Tricom of not less than
$10  million.  The  Company's  Board of  Directors  retained  the services of an
independent  experienced  business  appraisal firm to make such a determination.
The firm concluded that based on its review and analysis of the  transaction and
all  relevant  factors and data,  the fair market  value of Tricom  approximated
$11.4  million  and that the  transaction  was fair to the  shareholders  of the
Company from a financial point of view. On March 8, 2000, the Company  completed
its acquisition of Tricom based on the previously  announced  terms.  Tricom was
85% owned by three Executive  Officers of the Company (Messrs.  Alfieri,  Levine
and Warm) at the time of  acquisition  and the remaining  five  shareholders  of
Tricom (Messrs. R. Secreto, D. Campbell, N. Ferber, C. Grossman and G. Grossman)
were existing stockholders of the Company prior to the acquisition.  On the date
the Company's shares were issued to the Tricom stockholders (March 8, 2000), the
market value of the stock issued approximated $28,750,000.

     As of February 1, 1999, the Company  advanced  $97,000 to a company,  Legal
Street Enterprises,  Inc., which is 67% owned by the Executive Officers (Messrs.
Alfieri  and  Levine,  individually;  33.333%  each)  of the  Company.  Interest
payments  at the rate of 8% per  annum  commence  on  August  1, 2000 and for 59
consecutive months thereafter. A balloon payment of the full principal amount is
due with the 60th month  payment.  Legal  Street  prepaid the  interest  for the
period of February  2000  through  December  2000  ($7,200) in  September  2000,
however,  after review of Legal  Street's  financial  condition by the Company's
management,  the Company has opted to fully  provide for  potential  loss of the
full  value of the Note as of  December  31,  2000.  Additionally,  the  Company
rendered  television  production services during 2000 totaling $24,000 which has
been paid in full.

     On September 1, 1999, the Company  entered into a master lease agreement to
lease $276,000 of television  production,  transportation  and office  equipment
with a corporation owned by two executive officers (Messrs.  Alfieri and Levine)
of the  Company.  The terms of the debt  require  monthly  payments  of  $21,910
(inclusive  of  principal,  interest,  at  13.55%  per  annum,  and  sales  tax)
commencing  on September 1, 2000 and for eleven months  thereafter.  The Company
has the option to prepay the purchase of the  equipment at its fair market value
deemed to be 10% of the cost of the equipment  ($27,000).  The Company exercised
its option at the inception of the lease.

                                       30

<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
-------------------------------------------

(a)  There were no reports on Form 8-K filed by the Registrant during the period
     of July 14, 2000,  the  effective  date of the  Registration  Statement and
     December 31, 2000.

(b)  Exhibits

     Exhibit
      Number                         Description
     -------                        --------------------------------------------
       2     *                     Agreement and Plan of Reorganization *
       2.1   *                     Merger Agreement of February 9, 1999 *
       3.1   *                     Articles of Incorporation *
       3.1.2 *                     Certificate of Amendment of Articles of
                                    Incorporation dated August 16, 1996 *
       3.1.3 *                     Certificate of Amendment of Articles of
                                    Incorporation dated June 25, 1998 *
       3.1.4 *                     Certificate of Amendment of Articles of
                                    Incorporation dated February 9, 1999 *
      10.2   *                     Executive Employment Agreement dated June 29,
                                    1998 between Registrant and Mark Alfieri *
      10.3   *                     Executive Employment Agreement dated June 29,
                                    1998 between Registrant and Jack Levine *
      10.4   *                     Executive Employment Agreement dated
                                    August 18, 1998 between Registrant and
                                   Eric Warm *
      10.5   *                     bid4it tm Seller Agreement *
      10.6   *                     Yahoo! Shopping Insertion Order *
      21     *                     Subsidiaries of Registrant *
      24                           Consent of Independent Accountants-Feldman
                                    Sherb and Co. P.C.
      27                           Financial Data Schedule

      99     *                     Shop T.V., Inc. 1999 Stock Option Plan *
      99.1   *                     Promissory Note of February 1, 1999 between
                                    Registrant and Legal Street Enterprises,
                                     Inc. *
      ------------------------
      *  Exhibits  have been  previously  filed  with  Registrant's  Form  10-SB
         General Form for Registration and Amendments thereto.

                                       31
<PAGE>



                                   SIGNATURES

IN ACCORDANCE  WITH THE  REQUIREMENTS  OF SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                             SITE2SHOP.COM, INC.
                                               (Registrant)

                                       By:  /s/ MARK ALFIERI
                                           -----------------
                                                MARK ALFIERI
                                         CHIEF EXECUTIVE OFFICER

March 23, 2001

IN ACCORDANCE  WITH THE  SECURITEIS  EXCHANGE ACT OF 1934,  THIS REPORT HAS BEEN
SIGNED BELOW BY THE  FOLLOWING  PERSONS ON BEHALF OF THE  REGISTRANT  AND IN THE
CAPACITIES AND ON THE DATES INDICATED.

/s/ MARK ALFIERI               Chief Executive Officer and        March 23, 2001
----------------                          Director
    MARK ALFIERI

/s/ JACK LEVINE                Chairman of the Board and          March 23, 2001
---------------                          Secretary
    JACK LEVINE

/s/ ERIC WARM                  Chief Operating Officer and        March 23, 2001
---------------                          Director
    ERIC WARM

/s/ BRAD HACKER               Chief Financial Officer            March  23, 2001
----------------
    BRAD HACKER

                                       32