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, 1999

[ ] 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) 969-1010

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, 1999 were $10,015,377.

     The aggregate  market value of all the voting stock held by  non-affiliates
outstanding  at March 23,  2000 was  $11,746,000.  The  amount was  computed  by
reference  to the average bid and asked  prices of the Common  Stock as of March
17, 2000.

As of March 17, 2000, 12,514,702 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, 1999

                            Form 10-KSB Annual Report

                                Table of Contents


                                                                         Page
                                                                      -------
Part   I

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

Part  II
   Item  5   Market for Common Equity and Related Stockholder Matters      10
   Item  6   Management's Discussion and Analysis or Plan of Operations
   Item  7   Financial Statements                                          10
   Item  8   Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                      14

Part III
   Item  9   Directors, Executive Officers, Promoters and Control
             Persons; Compliance with Section 16(a) of the Exchange Act    15
   Item 10   Executive Compensation                                        15
   Item 11   Security Ownership of Certain Beneficial Owners and
             Management                                                    19
   Item 12   Certain Relationships and Related Transactions                20
   Item 13   Exhibits and Reports on Form 8-K                              20

                                       2
<PAGE>


PART I

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


OVERVIEW

     Site2shop.com,  Inc.  (the  "Company",  "Site2shop.com")  is engaged in the
marketing,  production  and  distribution  of television  programs.  The Company
produces both educational half-hour television programs through its wholly owned
subsidiary,  Tricom  Pictures and  Productions,  Inc.  ("Tricom")  and half-hour
shop-at-home  programming through the Site2shop.com TV program. All programs are
distributed  to national  audiences  through a combination  of any or 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.


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. to reflect its focus on the Internet.

     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%.

     Site2shop.com,  Inc., a holding  company and parent of its two wholly owned
subsidiaries,  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. Site2shop has
attempted,  with virtually no significant  success to-date to offer  Participant
products for sale at other websites.



                                       3
<PAGE>

     The Company's executive offices are located at 2001 West Sample Road, Suite
101, Pompano Beach, Florida, 33064; Telephone (954) 969-1010.




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.

     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 1998. The rate of growth  averaged
10.2% per year for the period of 1993-1998. 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 two
wholly owned subsidiaries (i) Site2shop and (ii) Tricom.

                 SITE2SHOP - SHOP-AT-HOME TELEVISION PROGRAMMING

     Site2shop's   principal   business  is  the   marketing,   production   and
distribution  of thirty  (30)  minute  infomercials  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 Tricom'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.

     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  located in the Pompano  Beach Mall and through the  Company's
Internet web sites.

                                       4
<PAGE>

     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).  Site2shop  maintains
minimum inventory levels.

     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.  Some of the major
television broadcasting outlets used by the Site2Shop to air its shows are:

Station                         Market                      Affiliation
------------             ---------------------            -----------------
KJWY                     Salt Lake City, Utah               NBC
Time Warner              Los Angeles, California            CABLE
WNPA                     Pittsburgh, Pennsylvania           UPN
TNN                      National                           CABLE
WCIV                     Charleston, South Carolina         ABC
WGTW                     Philadelphia, Pennsylvania         INDEPENDENT
WJYS                     Chicago, Illinois                  INDEPENDENT
WVVH                     New York, New York                 INDEPENDENT

     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.

     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 Alert  Communications,  Inc.,  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.  The
retail manager  contacts  Participants  regarding the opportunity to offer their
product for sale on a consignment basis based on a negotiated purchase price and
terms.  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 negotiated cost in accordance
with terms only if the product is sold.  The  Participant  is paid in accordance
with the oral arrangement  negotiated with the retail manager. 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.

                    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,


                                       5
<PAGE>

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.

     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.

     Tricom also  maintains the  production  facilities  for the Company.  These
facilities  include three complete  editing  facilities,  three camera crews, an
in-house   studio  with  working  sets  and  complete   animation   and  graphic
capabilities.  Tricom is currently  offering these facilities on fee for service
basis in the local market in order to maximize  utilization and expand potential
revenue venues.


SALES AND MARKETING

TELEVSION PROGRAMMING

     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.

     If or when sales of the product  directly from the airing of the show (by a
viewer dialing an 800 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.

                                       6
<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
350  national  vendors.  Television  programming  revenues  for the  year  ended
December 31, 1999 were $9,715,000.  Fulfillment and retail revenues for the year
ended  December  31, 1999 were  $52,000 and  $73,000  respectively;  .5% and .7%
respectively of total revenues for 1999.


Internet

     On February 9, 1999,  the Company  entered  into a contract to list product
for sale on the bid4it(TM),  an Internet  auction site,  operated by CyberQuest,
Inc. ("CyberQuest").  The Company establishes a minimum bid which it will accept
for each  product  listed for sale on the site and the  quantity  available  for
sale.  All  products  listed  have a 30-day  money back  guarantee  from date of
delivery.  Those  purchasers  orders  that equal or exceed the  minimum  bid are
forwarded to the Company for fulfillment  and contain all pertinent  information
necessary to ship the order and file applicable sales and use taxes. The Company
provides  CyberQuest  with proof of shipment which provides the basis of payment
by  CyberQuest to the Company.  The Company is paid by automatic  deposit into a
Company  designated  account.  The  payment to be  received is based on the unit
selling  price,  applicable  sales  taxes and freight  less a sliding  scale fee
charged by CyberQuest based on the sales value of the transaction.  The contract
may be terminated by either party by written notice. The product is purchased on
a   negotiated   basis  as  to   purchase   price   and   payment   terms   from
manufacturers/distributors   whose   products  are  featured  on  its  half-hour
shop-at-home  programming.  All  profits  from this  auction  site belong to the
Company.  To date,  the  Company  has not listed any  products  for sale on this
auction site due to the complexity of the auction listing process  including the
manpower  and  effort  necessary  to add  products  to the site and the  limited
consumer traffic on the website and has no immediate plans to do so.

     In  April  1999,  the  Company  entered  into  an  agreement  with  Yahoo!,
Inc.("Yahoo")  under its Yahoo!  Delivers program whereby Yahoo! sent e-mails to
Yahoo users who  specifically  requested  to be notified of special  promotions.
Approximately,  12,000 users were  contacted  during the month of April advising
them of the Company's new portal site through Yahoo.  In  consideration  of such
services,  the Company  paid Yahoo a one-time  fee of $10,000.  The portal site,
http://st6.yahoo.com/shoptv/,  allows  Yahoo  website  visitors  to  access  the
Company's  website through the Yahoo website in lieu of requiring the subscriber
to know the Company's  website  address,  was opened on April 15, 1999 using the
Yahoo!  Store  concept.  This concept  allows  businesses  the ability to design
websites,  utilizing state-of-the-art tracking tools while affording easy access
(through  Yahoo!) to e-commerce  to millions of internet  users to the Company's
website, www.site2shop.com. All profits generated from sales through this portal
site are retained by the Company. In consideration of such services, the Company
pays  Yahoo  a  $300  all-inclusive  rental  fee,  on  a  month-to-month  basis,
terminable at will, in writing, by either party. To date there have been 400,000
web pages viewed (the aggregate number of pages of the Company's websites viewed
by the number of total visitors to the websites through the Yahoo portal) by the
visitors to the portal site,  as  determined  by Yahoo's  proprietary  software,
however,  the Company does not readily  account for internet  sales by source of
origin,  i.e.  directly to the Company's website as opposed to through the Yahoo
portal.

     On November 9, 1999,  the Company  entered  into a contract to list product
for sale on auctions.com,  an Internet  auction site,  operated by auctions.com,
L.L.C.  ("auctions.com").  The Company  establishes  a minimum bid which it will
accept for each product  listed for sale on the site and the quantity  available
for sale.  All products  listed have a 30-day money back  guarantee from date of
delivery.  Those bids that equal or exceed the minimum bid are  forwarded to the
Company for fulfillment and contain all pertinent  information necessary to ship
the  order  and file  applicable  sales  and use  taxes.  The  Company  provides
auctions.com  with proof of shipment  which serves as the basis for payment,  by
check, by  auctions.com  to the Company.  The payment to be received is based on
the unit  selling  price,  applicable  sales  taxes and  freight  less a two and
one-half  percent  fee charged by  auctions.com  based on the sales value of the
transaction.  The  contract  is for one year  and  renews  automatically  on its


                                       7
<PAGE>

anniversary  date unless either party  provides 30 days written  notice prior to
the  expiration  date of the then  current  term.  The product is purchased on a
negotiated    basis   as   to   purchase    price   and   payment   terms   from
manufacturers/distributors   whose   products  are  featured  on  its  half-hour
shop-at-home  programming.  All  profits  from this  auction  site belong to the
Company.  To date,  the Company has listed a limited number of products for sale
on this auction site and is in the process of augmenting its  infrastructure  so
as to be able to list additional  products for sale on this site.  There were no
revenues from this site in 1999.

     Although the Company is  constantly  seeking  additional  opportunities  to
market its Participants products, it currently does not anticipate using others'
internet sites as its primary sales venue anytime in the near future, due to the
complexity of the auction  listing  process  including the devotion of personnel
and resources to list  products on such sites,  but is working  toward  availing
itself of such  opportunity.  For the year ended  December 31, 1999, the Company
has generated $134,000 of internet auction sales.


SIGNIFICANT CUSTOMERS

     During 1998, no customer accounted for more than 10% of net sales.


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

     Due to the fact  that  the  scope  of the  business  has  moved  into  many
industries, television, home shopping, production, Internet commerce and retail,
there are many companies that actively compete with the Company.  There are very
few companies that compete  directly with the core business of the Company.  The
majority of these companies can be found in the shop-at-home television industry
and would include,  Home Shopping  Network (HSN),  QVC,  ValueVision and Shop at
Home.  Of  the  aforementioned   companies,   most  have  substantially  greater
financial,  technical and other resources and have  established  reputations for
their success in their ability to sell products  through a shop-at-home  format.
The Company  does not know of any direct  competitor  that  currently  charges a
"product insertion fee" whereby a participant on the show pays a monetary fee to
have their product exclusively  featured in 3-5 minute segment a on a taped show
that airs a minimum of 20 times to a national  audience  through any combination
of network affiliates, independent cable stations, cable networks or independent
television  stations,  that has a potential household reach of 50 million and/or
offers the vendors a share of the profits  based on the success of the  program.
Competitors  in  the  shop-at-home  television  programming  business  generally
purchase  products  featured on their shows on a  consignment  basis with unsold
products returned to the respective vendors.  Participants are not charged a fee
to have their products  offered for sale on the show. The products are generally
offered for sale for a shorter duration of time.

     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.

                                       8
<PAGE>

     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.

     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 140  employees,  all  full-time.  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.



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

     The Company  currently leases  approximately  15,797 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  $12,677.  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 at 680 South  Military  Trail,  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 (third)  marketing  office at 1225
Broken Sound Parkway,  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, 1999 and expires on August 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 $1,679,  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, 1998 and continues
through March 2001.

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



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.

                                       9
<PAGE>



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

     In  light of the  fact  that  three  shareholders,  who are also  executive
officers and Board members of the Company, beneficially own approximately 76% of
the shares of common stock  outstanding  of the  Company,  there has not been an
Annual Meeting Of Shareholders  nor any Special  Meeting of Shareholders  during
the year ended December 31, 1999 and through date of this report.



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  reported  high and low bid prices for the Common  Stock are shown below for
the period from  inception of trading in July 1998 through  March 17, 2000.  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.
<TABLE>
<CAPTION>
Period                                                 High              Low
------------------------------------------------      -------          -----
<S>  <C> <C>                           <C> <C>        <C>             <C>
July 20, 1998 (inception) to September 30, 1998       $6.50           $1.625
Quarter Ended December 31, 1998                       $3.9375         $ .10

Quarter Ended March 31, 1999                          $4.125          $ .17
Quarter Ended June 30, 1999                           $3.8725         $1.00
Quarter Ended September 30, 1999                      $1.6875         $ .8125
Quarter Ended December 31, 1999                       $2.00           $ .625

January 1, 2000 to March 17, 2000                     $2.00           $6.00
</TABLE>

     On December 31, 1999, 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.



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.


OVERVIEW

     As the  operating  entities  comprising  the Company have been under common
control since their respective inceptions, the following discussion will address
the  results of  operations  on a  year-to-year  basis and  liquidity  as if the


                                       10
<PAGE>

entities  had merged as of January 1, 1998.  The results of  operations  for the
year ended  December  31,  1998  include the  operations  for the entire year of
Tricom and the period of June 24, 1998, the  commencement  of revenue  producing
operations, through December 31, 1998 of Site2shop.

     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.


RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

     Revenues  increased by $2,685,000 from $7,330,000 in 1998 to $10,015,000 in
1999.  Educational  television programming revenues decreased by $3,091,000 from
1998 while  shop-at-home  television  program revenues  increased by $5,518,000.
Additionally, internet auction and retail store sales from products appearing on
shop-at-home television programs increased by $134,000 and $31,000, respectively
during 1999.

     Cost of revenues  increased from  $1,661,000 in 1998 to $2,676,000 in 1999,
an increase of  $1,015,000.  The gross margin  percentage  decreased from 77% in
1998 to 73% in 1999.  The increase in costs was  primarily  attributable  to the
increase in revenues.  The major  elements of increase in production  costs were
airtime  ($279,000),  talent  ($149,000)  and  production  personnel  wages  and
benefits  ($87,000).  Additional  elements of increase were the cost of sales of
internet auction ($159,000),  fulfillment  ($94,000) and retail store ($55,000).
The decrease in gross margin was primarily  attributable to the negative margins
associated with the internet auction, fulfillment and retail store.

     Selling  expenses  increased  by  $1,207,000  from  $1,701,000  in  1998 to
$2,908,000  in 1999 as result of an  increase  in salary  and wages of  $930,000
caused by the opening of two marketing offices engaged in marketing shop-at-home
television programming in the latter half of 1999 and the change in contract mix
as evidenced by the underlying  contracts  executed in 1999 of both shop-at-home
television  programming  (400) and educational  television  programming (100) as
opposed  to  150  (shop-at-home   television   programming)and  80  (educational
television programming) in 1998.

     General and  administrative  expenses  increased from $3,248,000 in 1998 to
$4,081,000 in 1999, an increase of $833,000. The increase was primarily a result
of an increase of  administrative  salaries  ($401,000)  in order to upgrade and
enhance  its  infra-structure  as the  Company  looks  to  expand  its  internet
presence,  an increase in space and  communications  expenses  ($96,000)  solely
attributable to the opening of the two new marketing  offices in the latter half
of 1999 and to an increase in officers'  compensation  ($172,000) as a result of
the  increase  in  profitability  in 1999  and the  added  new  responsibilities
associated with the merger with Tricom.

     Depreciation and amortization  expenses  increased from $103,000 in 1998 to
$167,000  in 1999.  The  increase  was  attributable  to an  increase in capital
expenditure in 1999 of $797,000 during 1999.

     Interest income increased in 1999 to $39,000 from $3,000 primarily from the
investing of $1,000,000  raised from the sale of the Company's  shares of common
stock  to  private  investors  pursuant  to  Rule  504  of  Regulation  D of the
Securities Act of 1933 in April 1999 in short term money market funds.

     Interest expense decreased from 1998 ($10,000) to 1999 ($9,000).


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 other
than its existing capital lease  obligations to Trans Leasing resulting from the
financing of  production  equipment  purchased in 1997 which expires in the year
2000.

     For the year ended  December  31,  1998,  cash used by  operations  totaled
$119,000.  The principal  uses of cash were a reduction in deferred  revenues of
$1,220,000  as a result of an emphasis in the fourth  quarter of 1998 to produce
and air shows in conjunction  with the holiday  season.  Additionally,  deferred
income  taxes  increased  by $734,000  primarily  as a result of the decrease in
deferred  revenues.  Accounts  receivable  decreased by $294,000  primarily as a
result of increased  collection  efforts  during  1998.  In December  1998,  the
Company issued 150,000  non-statutory  options to purchase 150,000 common shares


                                       11
<PAGE>

of the Company to three executive  officers and controlling  shareholders of the
Company  at an  exercise  price  less than fair  market  value as defined by the
Company's  Stock  Option  Plan.  The options  vested  immediately  and expire in
December 2003. The difference between the fair market value at the time of grant
and the  exercise  price for the 150,000  options  result in a source of cash of
$66,000. Cash used in investing activities totaled $131,0000, $63,000 associated
with leasehold  improvements for the retail store opened in the third quarter of
1998 and $52,000  associated with leasehold  improvements,  office furniture and
equipment  associated with the  shop-at-home  television  programming  operation
introduced in the third quarter of 1998.  Cash provided by financing  activities
totaled  $204,000  for 1998.  The  principal  source was from the sale of 25,000
shares of its Common Stock ($250,000)  pursuant to a private offering under Rule
506 of Regulation D of the Securities Act of 1933 as amended,  in July 1998. The
proceeds were primarily used for working capital.  Additionally, the Company had
a bank  overdraft  of $89,000 at  December  31, 1998 caused by an excess of cash
needs over and above cash balances and anticipated  cash  collections.  The bank
overdraft,  which occurs  infrequently,  results from a variation  between those
estimates  (of  receipts)  and  actual  results.  The  Company  has an  informal
arrangement  with a financial  institution  to allocate the Company's  financial
resources in multiple cash accounts in order to minimize  bank  overdrafts.  The
Company has not been charged  interest on  overdrafts  but has paid a fee of $30
for each  overdraft  check  honored by the bank.  The Company  also made capital
lease obligation payments,  in connection with production equipment purchased in
1997,  totaling  $48,000.  During the fourth  quarter of 1998,  Tricom  loaned a
company,  Legal Street Enterprises,  Inc., ("Legal Street"),  a total of $87,000
which was  subsequently  increased to $97,000 in January 1999. The President and
Vice  President  of   Site2shop.com,   who  are   controlling   shareholders  of
Site2shop.com,  own 67%  collectively of Legal Street.  In February 1999,  Legal
Street gave an unsecured Note to Site2shop.com  requiring interest payments,  at
the rate of 8% per annum on the unpaid  principal  to commence on August 1, 1999
and for 59 consecutive  months  thereafter.  A balloon  payment of the principal
amount is due with the 60th month's interest  payment.  Legal Street prepaid the
interest  for the period of February  1999  through  December  1999  ($7,200) in
September 1999,  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,  1999.  The net cash
decrease for the year was $46,000 financed from existing cash balances.

     At December  31,  1999,  the Company had a working  capital  deficiency  of
$2,496,000 and stockholders'  deficit of $1,231,000.  Additionally,  the Company
had  signed  contracts  totaling  $1,094,000  for which  performance  had yet to
commence and payment had yet to be received. The Company does not consider these
contracts  to be part of  accounts  receivable  or  working  capital.  Operating
activities for the period utilized cash of $44,000 primarily from an increase in
accounts  receivable of $955,000  offset by an increase in accounts  payable and
accrued  expenses  of  $434,000,  net  income  for the year of  $185,000  and an
increase  in  deferred  income  taxes of  $165,000.  The  increase  in  accounts
receivable is directly related to the increase in contract volume. Additionally,
deferred income taxes increased as a result of the profitability of the Company.
Cash  used  in  investing   activities   totaled  $521,000   reflecting  capital
expenditures  for the  period,  $148,000  relating  to the  purchase of computer
hardware  and  software,  so as to be Year  2000  compliant.  Additionally,  the
Company purchased  $276,000 of production,  transportation  and office equipment
financed by a company owned by two executive officers 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, 1999
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. Cash provided from financing  activities  totaled $973,000  primarily
from the sale of Company shares of common stock to private investors pursuant to
an offering  under Rule 504 of  Regulation  D of the  Securities  Act of 1933 as
amended, and an increase of a bank overdraft of $118,000.  On April 6, 1999, the
Company  completed  the private  offering by selling an  aggregate  of 1,000,800
shares  of its  common  stock and  raised $1  million.  The  proceeds  have been
invested in cash  equivalents,  however the Company  plans to use the  remaining
proceeds  ($418,000  as of  December  31,  1999) (i) to expand and  enhance  its
current   internet   presence  with  the  intent  of   increasing   distribution
opportunities  of the  products  and  services of  Participants  featured on its
television programming and (ii) to open a new marketing office in New York City.
None of the  proceeds are subject to binding  agreements  and  accordingly,  the
Company will have broad discretion in the application of such proceeds.

     To  date,  the  Company  has  financed  its  activities  primarily  through
operations  and  through  the sale of its shares of its common  stock to private
investors under exemption from  registration of such securities  provided by the
Securities Act of 1933. In February 1999, the Securities and Exchange Commission
revised Rule 504 of Regulation D to effectively  limit the  circumstances  where
general solicitation is permitted and "freely tradable" securities may be issued
in reliance on the Rule to transactions:

        (1) registered under state law requiring public filing and
            delivery of a disclosure statement to investors before sale,
            or

                                       12
<PAGE>

        (2) exempted under state law permitting general solicitation and
            advertising so long as the sales are made to accredited
            investors.

     Since most transactions under Rule 504 are private ones, they will continue
to be permissible under exemption, but general solicitation and advertising will
not be  permitted  and the  securities  will be  "restricted".  In light of this
revision, the Company's ability to raise funds through the sale of "unrestricted
/ freely  tradable"  shares of its  common  stock to  private  investors  may be
severely impaired. Accordingly, there can be no assurances that the Company will
be successful in obtaining additional financing in connection with any financing
possibility, on terms acceptable to the Company, or at all.

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


STRATEGY

     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:

  * Increase the Number of Customers  Participating  in the Company's  Programs.
The Company is constantly  searching for additional  Participants seeking a cost
effective means of marketing and  advertising  their products and services which
potentially represent additional opportunities of selling their products through
venues  currently  not being  utilized  (i.e.,  television,  internet and retail
store),  thereby increasing their revenues.  As part of the process, the Company
searches  for new  entrepreneurial  companies  offering  products  for sale that
currently are not widely  distributed,  appear to have potential consumer appeal
and have a retail  price  point which is  conducive  for high unit  volume.  The
Company  believes  that there are numerous  companies  with such a profile whose
means of product  distribution  venues could be increased with the marketing and
distribution  products and services offered by the Company. The Company believes
that one way of  affecting  such a strategy is to open new offices  whereby each
office will focus on a singular  theme of show,  e.g. home  improvement,  sports
products, cooking, so as to develop a collective expertise which will enable the
Company to market itself as both  specialists and generalists and thereby expand
its reach to potential new customers as well as re-marketing  former prospective
participants.  The Company opened two offices;  Boca Raton and Deerfield  Beach,
Florida,  respectively  during  the third  quarter  of 1999 and plans to open an
office in New York City during the first quarter of 2000.

  * Expand the  Number of  Distribution  Opportunities.  The  Company  currently
offers its customers' products for sale on its television programs,  website and
retail store.  As e-commerce has  proliferated  in a relatively  short period of
time,  the number of  websites  offering  products  for sale has  commensurately
increased.  The  Company  believes  that  during  the next  three  years,  those
companies  which  operate   websites  which  are  well   capitalized,   maintain
technological excellence and are retail/auction oriented will ultimately prevail
in a consolidation of the  marketplace,  thereby reducing the number of websites
and companies which operate them. The Company believes that such a consolidation
will  ultimately  lead to a  lower  transaction  cost  thereby  making  websites
available to the Company and its customers which were formerly cost prohibitive.
These  cost  effective   websites  could  provide  the  Company  with  potential
additional revenue opportunities based upon the numerous products,  services and
content  currently  featured  on  its  programs.  The  Company  is  continuously
monitoring  other auction websites for traffic and sales so as to identify those
websites which offer an effective  manner and additional  means of  distributing
content,  products  and  services  of  Participants  featured  on the  Company's
shop-at-home  television  programming.  Additionally,  the Company is constantly
seeking to upgrade  its  existing  websites  so as to offer a greater  number of
products featured on its shop-at-home television programming and to maintain its
websites  so that  products  available  for sale on the  website  coincide  with
products  currently  appearing on the show.  The Company has earmarked  $300,000
from the  proceeds  of the sale of its common  stock  (completed  in April 1999)
toward expanding and enhancing its internet presence.

  * Maintain Industry Leadership in Direct Response Transactional Television and
Educational  and  Entertainment  Television.  The Company  seeks to maintain and
utilize  state-of-the-art  production  equipment in order to produce  television
programming reflecting technical excellence.  Additionally, the Company seeks to
hire highly trained production, support and artistically creative personnel. The
Company  believes that by maintaining a high level of  technological  excellence
and well  trained  personnel,  it can foster an  increase in its  customer  base
through  providing high quality  programming  which promotes  increased  revenue
potential for its direct response  customers and heightens  public  awareness of
issues pertinent to its educational programming customers.

                                       13
<PAGE>

     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.


YEAR 2000 ISSUES

     The Company continues to address the impact of the Year 2000 issue upon its
business.  The Year 2000 issue is the result of computer  hardware  and software
programs  designed  to use two  digits  rather  than four  digits to define  the
applicable year.

     To date, neither the Company nor any third party with which the Company has
material  relationships,  has  suffered  any  significant  adverse  consequences
resulting  from the  transition to the Year 2000.  However,  it is possible that
entities  including the Company and third parties which the Company has material
relationships  may suffer adverse Year 2000  consequences over the near term. In
order  to  minimize  potential  adverse  effects,  the  Company  has  designated
personnel and consultants to identify, test and implement solutions to Year 2000
problems, if and when they arise.



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 1999 which
would have affected the presentation of the Company's financial statements as of
December  31,  1999 and for the year then  ended nor any  disclosures  contained
therein.



ITEM 7.  FINANCIAL STATEMENTS
-----------------------------

                                                                   PAGE NO.
                                                                  ---------

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

Consolidated Balance Sheets as of December 31, 1998 and 1999 .        F- 2

Consolidated Statements of Operations for the Years Ended
   December 31, 1998 and 1999 ................................        F- 3

Consolidated Statements of Stockholders' Deficit for the Years
   Ended December 31, 1998 and 1999 ..........................        F- 4

Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1998 and 1999 ................................        F- 5

Notes to Consolidated Financial Statements ...................        F- 7

                                       14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



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


     We  have  audited  the   accompanying   consolidated   balance   sheets  of
Site2shop.com,  Inc. and  subsidiaries  as of December 31, 1999 and 1998 and the
related consolidated  statements of operations,  stockholders'  deficit and cash
flows  for the years  ended  December  31,  1999 and  1998.  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, 1999 and 1998 and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998, in
conformity with generally accepted accounting principles.


                                     F - 1
<PAGE>

<TABLE>
                      SITE2SHOP.COM, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                             December 31,
                                                                         -------------------
                                                                         1998          1999
                                                                     ----------      -----------
                                    ASSETS

Current Assets:
<S>                                                                <C>            <C>
   Cash ........................................................   $    41,802    $   450,157
   Accounts receivable, net of allowance for doubtful accounts
    of $429,118 at December 31, 1998 and $0 at December 31, 1999       634,052      1,589,438
   Inventory ...................................................            --         22,030
   Prepaid expenses and other current assets ...................       136,423         62,755
                                                                    -----------    -----------
            Total Current Assets ...............................       812,277      2,124,380

Equipment and leasehold improvements, net ......................       306,178        935,959

Advances to related party ......................................        87,000             --

Other assets ...................................................        30,995        113,553
                                                                    -----------    -----------
               TOTAL ASSETS ....................................   $ 1,236,450    $ 3,173,892
                                                                    ===========    ===========


                    LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Bank overdraft ..............................................   $    89,098    $   207,198
   Accounts payable and accrued expenses .......................       295,427        729,922
   Deferred income taxes payable ...............................       924,000      1,089,000
   Capital lease obligations- current portion ..................        29,134         23,498
   Capital lease obligations- related party ....................            --        167,182
   Deferred revenue ............................................     2,640,378      2,403,241
                                                                    -----------    -----------
            Total Current Liabilities ..........................     3,978,037      4,620,041

Capital lease obligations ......................................        20,465             --

Stockholders' Deficit:
   Common stock- $.001 par value, 150,000,000 shares authorized;
     11,391,400 and 12,479,702 issued and outstanding at
     December 31, 1998 and 1999 respectively ...................        11,391         12,480
   Additional paid-in capital ..................................       305,233      1,515,488
   Deferred compensation .......................................            --       (107,639)
   Accumulated deficit .........................................    (3,078,676)    (2,866,478)
                                                                    -----------    -----------
            Total Stockholders' Deficit ........................    (2,762,052)    (1,230,871)
                                                                    -----------    -----------

    Total Liabilities and Stockholders' Deficit ................   $ 1,236,450    $ 3,173,892
                                                                    ===========    ===========
</TABLE>



                 See Notes to Consolidated Financial Statements


                                     F - 2
<PAGE>

                      SITE2SHOP.COM, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS




                                            Year Ended December 31,
                                          ---------------------------
                                              1998           1999
                                         ------------    ------------
Revenues ............................   $  7,330,221    $ 10,015,377

Cost of Revenues ....................      1,661,275       2,675,670
                                         ------------    ------------
   Gross Margin .....................      5,668,946       7,339,707

Selling Expenses ....................      1,701,252       2,908,292
General and Administrative Expenses .      3,247,782       4,081,092
                                         ------------    ------------
                                           4,949,034       6,989,384
                                         ------------    ------------
Operating Income ....................        719,912         350,323

Income Taxes ........................        734,000         165,000
                                         ------------    ------------
Net Income (Loss) ...................   $    (14,088)   $    185,323
                                         ============    ============

Net Income per Common Share-Basic ...   $      (0.01)   $       0.02
                                         ============    ============

Net Income per Common Share-Diluted .   $      (0.01)   $       0.02
                                         ============    ============
Weighted Average Number of Common
   Shares- Basic ....................     10,782,085      12,220,156
                                         ============    ============

Weighted Average Number of Common
   Shares- Diluted ..................     10,782,085      12,273,628
                                         ============    ============






                 See Notes to Consolidated Financial Statements


                                     F - 3
<PAGE>

                      SITE2SHOP.COM, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999

<TABLE>
<CAPTION>

                                              Common Stock
                                          ---------------------    Additional                                   Total
                                          Number of                 Paid-In      Deferred       Accumulated   Stockholders'
                                            Shares      Amount      Capital     Compensation      Deficit        Deficit
                                         -----------  ---------   -----------   ------------   -------------  -------------
<S>               <C> <C>                <C>          <C>        <C>            <C>            <C>            <C>
Balance, December 31, 1997 ...........   10,000,000   $ 10,000   $    (9,000)   $      --      $ (3,064,588)  $ (3,063,588)

Common stock issued for acquisition ..    1,366,400      1,366        (1,366)          --                --             --

Sale of common stock .................       25,000         25       249,975           --                --        250,000

Stock options issued for services ....           --         --        65,624           --                --         65,624

Net loss for year ended
  December 31, 1998 ..................           --         --            --           --           (14,088)       (14,088)
                                         -----------   --------   -----------    ----------     ------------   ------------
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 for year ended
  December 31, 1999 ..................           --         --            --        61,830               --         61,830

Net income for the year ended
  December 31, 1999 ..................           --         --            --            --          185,323        185,323
                                         -----------   --------   -----------    ----------     ------------   ------------
Balance, December 31, 1999 ...........   12,479,702   $ 12,480   $ 1,515,488    $  117,639     $ (2,866,478)  $ (1,230,871)
                                         ===========   ========   ===========    ==========     ============   ============
</TABLE>


                 See Notes to Consolidated Financial Statements


                                     F - 4
<PAGE>

                      SITE2SHOP.COM, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                       -----------------------
                                                       1998             1999
                                                   -----------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                               <C>                <C>
Net income (loss) .......................         $   (14,088)       $  185,323
Adjustments to reconcile net income (loss)
 to net cash used in operations:
   Depreciation and amortization ........             103,329           168,216
   Stock options issued for services ....              65,624            68,750
   Deferred income taxes ................             734,000           165,000
   Provision for uncollectible note
    receivable- related party ...........                  --                --
   Amortization of deferred compensation                   --            61,830
Changes in operating assets and
 liabilities:
   Accounts receivable ..................             293,908          (955,386)
   Inventory ............................                  --           (22,030)
   Prepaid expenses and other current
    assets ..............................            (136,423)           56,256
   Other assets .........................               2,361           (66,356)
   Accounts payable and accrued expenses               52,723           434,496
   Deferred revenue .....................          (1,220,313)         (237,137)
                                                  ------------        ----------
     Total Adjustments ..................            (104,791)         (229,361)
                                                  ------------        ----------
NET CASH USED IN OPERATIONS .............            (118,879)          (44,038)
                                                  ------------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures .................            (131,164)         (521,066)
                                                  ------------        ----------
NET CASH USED IN INVESTING ACTIVITIES ...            (131,164)         (521,066)
                                                  ------------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sale of common stock ...             250,000         1,000,000
   Bank overdraft .......................              89,098           118,100
   Repayment of capital lease obligations             (48,156)          (26,101)
   Repayment of capital lease obligations-
    related party .......................                  --          (108,540)
   Note receivable- related party ........            (87,000)          (10,000)
                                                  ------------        ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES             203,942           973,459
                                                  ------------        ----------

NET CASH INCREASE (DECREASE) .............            (46,101)          408,355

CASH- beginning of year ..................             87,903            41,802
                                                  ------------        ----------
CASH- end of year ........................        $    41,802        $  450,157
                                                  ============        ==========
</TABLE>







                 See Notes to Consolidated Financial Statements


                                     F - 5
<PAGE>

                      SITE2SHOP.COM, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS- continued


<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                       -----------------------
                                                       1998             1999
                                                   -----------     -------------
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for:
<S>                                               <C>                <C>
      Interest ..........................         $     9,815        $   22,702
                                                  ============        ==========
      Interest- related party ...........         $        --        $    6,584
                                                  ============        ==========
      Taxes .............................         $        --        $    1,531
                                                  ============        ==========
 Non cash investing and financing
  activities:
   Capitalized equipment leases .........         $        --        $  275,722
                                                  ============        ==========
   Common stock issued for future
    services ............................         $        --        $  169,469
                                                  ============        ==========
   Reacquisition of common stock ........         $        --        $   26,875
                                                  ============        ==========
   Stock options issued for services ....         $    65,624        $   68,750
                                                  ============        ==========
   Write-off of note receivable-
    related party .......................         $        --        $   97,000
                                                  ============        ==========
</TABLE>





                 See Notes to Consolidated Financial Statements


                                     F - 6
<PAGE>


                      SITE2SHOP.COM, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENED DECEMBER 31, 1998 AND 1999



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, 1998.

      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" a
pooling of interests,  whereby the combined  assets and liabilities are recorded
on an historical basis.  Accordingly,  the audited balance sheets as of December
31,  1998 and 1999  represent  the  combined  balance  sheet of the  Company and
Tricom.  The audited  Statements of Operations and Cash Flows for the year ended
December 31, 1998 and 1999 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, 1998 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's  business is to market its vendors'  products  through (i) a
half-hour  shop-at-home  program,  and  (ii)  its  internet  websites,  (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.  Inventory - Inventory is recorded at the lower of cost or market using the
     first-in  first-out  method.  Additionally,  the  Company  has  $24,000  of
     inventory on consignment at its retail store.

 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.

                                     F - 7
<PAGE>

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- continued
----------------------------------------------------------

     Deferred  revenue  represents  amounts  which have been  billed and not yet
     earned in accordance with this method.  Deferred revenue was $2,403,241 and
     $2,640,378  at  December  31, 1999 and 1998  respectively.  The Company had
     additional signed contracts totaling  $1,094,000 and $1,517,000 at December
     31, 1999 and 1998, respectively, 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  (Loss) 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, 1999,  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 - There have been no accounting announcements
     promulgated  during 1999 which would have affected the  presentation of the
     Company's  financial  statements  as of December  31, 1999 and for the year
     then ended nor any disclosures contained therein.


                                     F - 8
<PAGE>

3.   EQUIPMENT AND LEASEHOLD IMPROVEMENTS
-----------------------------------------
     Equipment and Leasehold Improvements are as follows:

<TABLE>
<CAPTION>
                                                                           December 31,
                                                   Estimated          -------------------
                                                   Useful Lives          1998          1999
                                                   ------------       ----------   ------------

<S>                                                <C> <C>            <C>         <C>
    Furniture and Fixtures .............           7 - 10 Years       $  69,173   $   222,221
    Computer Equipment .................           5 -  7 Years         118,772       154,546
    Office Equipment ...................           5 -  7 Years         120,120       191,674
    Leasehold Improvements .............           2 -  5 Years          30,784       238,840
    Leasehold Improvements- Retail Store                4 Years          37,505        39,467
    Retail Store Equipment .............                5 Years           7,515         7,515
    Retail Store Signs .................                4 Years           4,200         4,200
    Vehicles ...........................                3 Years           9,130        68,166
    Production Equipment ...............                7 Years         196,182       463,539
                                                                        -------     ---------
                                                                        593,381     1,390,168

    Less: Accumulated depreciation and
           amortization ................                                287,203       454,209
                                                                        -------     ---------
                                                                      $ 306,178   $   935,959
                                                                       ========     =========
</TABLE>


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

     At December 31, 1998,  the Company had advanced  $87,000 to a related party
which is 67% owned by two of the Executive Officers of the Company;  and who own
67% of the Company.  The advances were payable on demand.  In January 1999,  the
Company  lent an  additional  $10,000 at which time the  related  party gave the
Company a Note for $ 97,000 with interest accruing at the rate of 8% per annum.
Payment of interest  commences on August 1, 1999 and for 59  consecutive  months
thereafter  and the principal to be paid in full with the last monthly  interest
payment.  Although  the  Company  received  $7,200 of  interest  income from the
related party for the year ended  December 31, 1999,  the Company,  based on the
review of the financial condition of the related party, believes that collection
of the note is doubtful and has fully provided for such loss. Additionally,  the
Company  rendered  television  production  services during 1999 totaling $24,000
which has been paid in full by the related party.

     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 67% of the  Company.  Under  the  terms of the  lease,  the
Company  is  required  to make 12 monthly  payments  of  $21,910  (inclusive  of
interest at 13.5% per annum and sales tax) and may purchase the equipment at any
time during the term of the lease for 10% of the original cost of the equipment.
The Company exercised the option at the inception of the lease. The Company paid
$6,584 of interest to the related party for the year ended December 31, 1999.


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

     In July 1998, the Company completed a private placement of 25,000 shares of
its common stock for $250,000.  In February 1999, the Company  reacquired 12,500
of these 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 was $117,000.


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


                                     F - 9
<PAGE>

6.   INCOME TAXES- continued
----------------------------

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,
                                                   -----------------------
                                                      1998          1999
                                                  ---------      --------
 Statutory federal income tax rate ........          34.0%          34.0%
 State taxes, net of federal tax benefit ..           3.6            3.6
 Other ....................................          64.4            9.5
                                                    -----          -----
                                                    102.0           47.1
                                                    =====          =====

                                                   Year Ended December 31,
                                                  ------------------------
                                                      1998            1999
                                                  -----------    -------------

 Income taxes computed at statutory rate ..        $ 245,000       $ 132,000
 Effect of permanent differences ..........          489,000          33,000
                                                    --------        --------
 Provision for income taxes-deferred ......        $ 734,000       $ 165,000
                                                    ========        ========

     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:

                                                           December 31,
                                                  ------------------------------
                                                      1998             1999
                                                  ------------    --------------

 Deferred revenue .........................      $  1,885,000      $  2,226,000
 Production costs in progress .............        (1,026,000)       (1,207,000)
 Other.....................................            65,000            70,000
                                                  ------------      ------------
    Total .................................      $    924,000      $  1,089,000
                                                  ============      ============

     As  of  December  31,  1999  the  Company  has  net  operating   losses  of
approximately  $1,000,000  that are  available to reduce future  taxable  income
though the year 2014.


7.   CAPITAL LEASE OBLIGATIONS
------------------------------

     The Company leases equipment under non cancelable lease  arrangements which
expire at various  times during the year 2000.  Principal  payments  under these
capitalized lease obligations over their remaining terms are as follows:

     2000 ...............................   $ 25,112
     Less: amounts representing interest.      1,614
                                             -------
     Capital lease obligations-current ..   $ 23,498
                                             =======


8.   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, 1999, and 1998 was $253,639, and $182,511.


                                     F - 10
<PAGE>
8.   COMMITMENTS- continued
---------------------------

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

                                 Minimum
     Year                        Rental
     ----                        -------
     2000                      $ 290,960
     2001                      $ 181,417
     2002                      $  92,065
     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  $900,000  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,  1999,  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  $1,700,000.   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
     $88,000;  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:

<TABLE>
<CAPTION>
     Year Ended December 31, 1998:          Site2shop.com          Tricom         Combined
                                            -------------       -------------    -----------
<S>                                         <C>                  <C>             <C>
     Net revenues ......................    $  1,198,241         $ 6,131,980     $ 7,330,221
     Net income (loss) before
      extraodinary item ................    $ (1,224,531)        $ 1,210,443     $   (14,088)
     Net income (loss) .................    $ (1,224,531)        $ 1,210,443     $   (14,088)
</TABLE>

<TABLE>
<CAPTION>
     Year Ended December 31, 1999:          Site2shop.com          Tricom         Combined
                                            -------------       -------------    -----------
<S>                                         <C>                  <C>             <C>
     Net revenues ......................    $  5,420,639         $ 4,594,738     $ 10,015,377
     Net income (loss) before
      extraordinary loss ...............    $   735,625          $  (549,942)    $    185,323
     Net income (loss) .................    $   735,265          $  (549,942)    $    185,323
</TABLE>


10.  STOCK OPTIONS
------------------

     The Company adopted a Stock Option Plan (the "Plan") in September 1998. 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  and is authorized to grant up to 3,000,000


                                     F - 11
<PAGE>

10.  STOCK OPTIONS- continued
-----------------------------

shares of common  stock.  On December 22, 1998,  the Company  issued  options to
purchase  150,000 shares of its common stock to three  Executive  Officers.  The
options  vested upon issuance 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 was $65,624. 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.  There have been 9,790 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, 1999: 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, 1998 was $1.31.  The assumptions  used for stock options
granted  during the year ended  December  31, 1998:  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, 1998 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 loss and loss
per share would have been  $1,099,862 and $0.09 in 1999 and $1,432,677 and $0.13
in 1998 respectively.

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


<TABLE>
<CAPTION>
                                             Number of        Price per Share       Number of Shares
                                              Shares               Range                Exercisable
                                          -------------    ---------------------    ----------------
<S>                       <C>
     Outstanding, January 1, 1998 .               --
     Granted ......................          156,375       $1.00   -   $35.60            154,585
     Exercised ....................               --
     Canceled .....................             (470)                  $35.60                 --
                                          -----------                                    -------
     Outstanding, December 31, 1998          155,905       $1.00   -   $35.60            154,585
     Granted ......................        2,221,635       $0.8125 -    $2.375           800,000
     Exercised ....................               --
     Canceled .....................           (9,320)      $0.8125 -   $35.60                 --
                                          -----------                                    -------
     Outstanding, December 31, 1999        2,368,220       $0.8125 -   $35.60            954,585
                                          ===========                                    =======
</TABLE>

     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.


11.  SUBSEQUENT EVENTS
----------------------

     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.

     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.


                                     F - 12
<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           31       Chief Executive Officer,            1998
                                   President and Treasurer
Jack A. Levine            41       Vice President, Secretary and       1998
                                   Chairman of the Board of
                                   Directors
Eric J. Warm              31       Chief Operating Officer, Vice       1998
                                   President and Director
Mark Weicher              48       Chief Financial Officer             1999


     Mr. Alfieri has served as Chief Executive Officer,  President and Treasurer
since  July  1998.  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 1998.  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
1998.  From 1994  through  June 1998,  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. Weicher has served as Chief Financial  Officer since January 1999. From
1997 through 1998, Mr. Weicher served in a similar  capacity at Computer  Access
International,  Inc.,  a  refurbisher  and  distributor  of trailing  technology
hardware  and  peripherals.   Mr.  Weicher  served  as  Controller  of  Complete
Management,  Inc., a physician  practice-management  company,  from 1995 through
1996.  From  1992  through  1994,  Mr.  Weicher  served  as  Controller  of Ware
Industries,  Inc. a manufacturer  and  distributor of light gauged,  roll formed
steel products. Mr. Weicher is a Certified Public Accountant in the State of New
York.



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, 1999, 1998 and 1997.

                                       15
<PAGE>

                                 SUMMARY COMPENSATION TABLE

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

Mark Alfieri,
Chief Executive
Officer         1999        $408,019          $228,450              $28,906 (1)
                1998        $175,515          $125,000              $ 5,607 (2)
                1997        $868,750          $      0              $ 8,865 (2)

Jack Levine,
Vice President  1999        $408,019          $228,450              $28,906 (1)
                1998        $192,495          $125,000              $ 5,846 (2)
                1997        $893,750          $      0              $ 8,865 (2)
Eric Warm
Chief Operating
Officer         1999        $236,486          $129,750              $ 6,000 (2)
                1998        $248,865          $      0              $     0
                1997        $457,137          $      0              $     0
----------
(1) Represent health and welfare benefits ($6,822) and auto lease payments and
    related costs ($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, 1998 ("1998") and 1999 ("1999") 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    1999      834,300          37.6      $.89375 - $2.375    (2)
                1998       61,905          39.6          $1.00      Dec.21,2003

Jack Levine     1999      833,870          37.5      $.89375 - $2.375    (2)
                1998       61,905          39.6          $1.00      Dec.21,2003

Eric Warm       1999      104,000          11.3      $.89375 - $2.375    (2)
                1998       26,190          16.7         $1.00      Dec.21,2003

------------------------
(1) None of the above parties has exercised any of their options as of
    December 31, 1999.  The 1998 grant vested on December 22, 1998, the date of
    Grant.  The 1999 grants vest on April 1, 1999, the date of grant and
    October 10, 2001, two years from the date of grant.  There are no other
    conditions of vesting.

(2) The 1999 grants expire on March 31, 2004 and October 9, 2004 respectively.


AGGREGATED FISCAL YEAR END OPTION VALUE TABLE

     The following table sets forth certain information  concerning  unexercised
option held by the named  Executive  Officers as of December 31, 1999.  No stock
options were  exercised by the named  Executive  Officers  during the year ended
December 31, 1999. No stock appreciation rights were granted or are outstanding.

               Number of Unexercised Options   Value of Unexercised in the Money
                Held at December 31, 1999       Options at December 31, 1999 (1)
               -----------------------------   ---------------------------------
Name              Exercisable   Unexercisable       Exercisable   Unexercisable
-------------      -----------   -------------       -----------   -------------
Mark Alfieri        409,905        485,870             $ 61,905      $ 537,494
Jack Levine         409,905        486,300             $ 61,905      $ 537,969
Eric Warm           130,190        147,465             $ 26,190      $ 163,133

(1) Dollar values are calculated based on the difference between the respective
    option exercise price and $2.00, the closing price of the Company's Common
    Stock on December 31, 1999, as reported by the NASDQ OTC Bulletin Board.


EMPLOYMENT AGREEMENTS

     Mark Alfieri, President and CEO. On June 29, 1998, the Company entered into


                                       16
<PAGE>

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 2000 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.  On April 4,
1999, the Company and Mr. Alfieri 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  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 1998 and 1999. Bonus payments for 2000 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.  On April 4,
1999, the Company and Mr. Levine 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  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.

     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 1999 and 2000 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 2000 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. On
April 4, 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.


1998 AMENDED STOCK OPTION PLAN

     On September  10, 1998 the Board of Directors  adopted the  Company's  1998
Stock  Option Plan (the  "Plan").  On December 1, 1998,  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.

     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


                                       17
<PAGE>

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.

     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 thereunder,  (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 thereunder.

     As of December 31, 1999, 2,365,220 Plan Options are outstanding pursuant to
the Plan.  The following  table  summarizes the status of the Options issued and
outstanding:

<TABLE>
<CAPTION>
                            Number of Securities       Exercise Price    Expiration
Date of Grant                  Underlying Options           Per Share         Date
-----------------          ----------------------      --------------   --------------
<S>  <C> <C>  <C>                  <C>                   <C>                  <C>
Sep. 10, 1998 (1)                  6,375                 $ 35.625       Sep.  9, 2003
Dec. 22, 1998 (2)                150,000                 $  1.00        Dec. 21, 2003
Forfeitures   (3)                   (470)                $ 35.625       Sep.  9, 2003
                              -----------
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  (6)            Sep. 9, 2003 - Mar. 31, 2004
                               ==========
</TABLE>

Notes:
(1)  Options vest upon grantee's completion of 36 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.

                                       18
<PAGE>

(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)  1,320 options expired from the September 10, 1998 grant, 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, 1999, 954,585 options had vested, none of which were
     exercised.  The remaining 1,408,635 options outstanding as of December
     31, 1999 had not vested nor were exercised.


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. 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 February 29, 2000, 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 February 29,
2000, there were 12,514,702 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                      5,052,855 (2)                   37.7%
Jack Alan Levine                  5,057,300 (3)                   37.7%
Eric Warm                         1,537,655 (4)                   12.0%
Mark Weicher                             -  (5)                    -.-%
All Executive Officers and
Directors as a Group (4 persons) 11,657,810                       79.9%

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

(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.  Includes 3,702,500 shares held by
     the Alfieri-Eade Family Limited Partnership #1 of which Mr. Alfieri is
     the general partner.

(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.  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.

                                       19
<PAGE>

(5)  Mr. Weicher is Chief Financial Officer of the Company. Does not include
     options to purchase 5,000 Shares at $1.00 per Share through March 31,
     2004 and 5,000 Shares at $0.8125 per Share through October 9, 2004.
     The initial grant vests upon the completion of 24 months with the
     Company (January 24, 2001)and the latter grant vests two years from
     date of grant (October 10, 1999).  Mr. Weicher's percentage of
     beneficial ownership is less than 0.01%.



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, 1999, 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, 1999), 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, 1999 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  1999  through  December  1999  ($7,200) in  September  1999,
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,  1999.  Additionally,  the  Company
rendered  television  production services during 1999 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, 1999 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.



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, 1999, the effective date of the Registration Statement
     and December 31, 1999.

(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 *


                                       20
<PAGE>

      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.



                                     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 10, 2000

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 20, 2000
----------------                          Director
    MARK ALFIERI

/s/ JACK LEVINE                Chairman of the Board and          March 20, 2000
---------------                          Secretary
    JACK LEVINE

/s/ ERIC WARM                  Chief Operating Officer and        March 20, 2000
---------------                          Director
    ERIC WARM

/s/ MARK WEICHER               Chief Financial Officer            March 20, 2000
----------------
    MARK WEICHER

                                       21
<PAGE>