U.S. Securities and Exchange Commission

                                Washington, D.C.

                                  FORM 10-KSB/A

                                 Amendment No. 1

Footnote 2.L. of the financial statements, as  listed in item 7 has been amended
to include the Company's implementation of SAB 101 and any changes in accounting
as specified.

(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. [ ]

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.
<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-12



<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.

     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.


     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 1999,  the Securities and Exchange  Commission  issued Staff  Accounting
Bulletin ("SAB") No. 101 "Revenue  Recognition in Financial  Statements,"  which
became  effective in the fourth quarter of 2000. The adoption of SAB No. 101 did
not have a material effect on the Company's financial statements.

     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.


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.

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


     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                      $ 277,457
     2002                      $ 162,065
     2003                      $  62,846
     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.

          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.

          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
Exercised ....................     --
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                --
Exercised ....................      --
Canceled .....................     (19,500)   $0.8125 - $2.375             --
                                 ----------- -------------------       ---------
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.


<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

June 4, 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        June 4, 2001
----------------                          Director
    MARK ALFIERI

/s/ JACK LEVINE                Chairman of the Board and          June 4, 2001
---------------                          Secretary
    JACK LEVINE

/s/ ERIC WARM                  Chief Operating Officer and        June 4, 2001
---------------                          Director
    ERIC WARM

/s/ BRAD HACKER               Chief Financial Officer             June 4, 2001
----------------
    BRAD HACKER