UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                   Amendment 1
                              Items 10, 11, 12, 13

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

                           FOR THE FISCAL YEAR ENDED MARCH 31, 1999

                         Commission File Number 0-15596



                     SPECTRUM INFORMATION TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                               75-1940923
        (State of incorporation)            (IRS Employer Identification No.)

      P.O. Box 1006, New York, New York                10268
  (Address of principal executive offices)           (Zip Code)


                                 (914) 251-1800
              (Registrant's telephone number, including area code)

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

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
YES _X_   NO ____

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

The  aggregate  market  value of the voting  common  stock (par value $0.001 per
share) held by non-affiliates  as of June 28,1999 was  approximately  $4,959,605
based on the average of the  closing  bid and ask prices of the common  stock on
June 28, 1999 of $1.45 as reported by the National Quotation Bureau.

8,062,768 shares of common stock were outstanding as of June 28, 1999.

Documents  Incorporated by Reference:  Items 1 and 5 of the Registrant's  Annual
Report on Form 10-K for the year ended March 31, 1999, filed with the Commission
on July 14, 1999.

<PAGE>


     This Amendment 1 on Form 10-K/A to the  Registrant's  Annual Report on Form
10-K for the year ended March 31, 1999 is submitted to reflect the  amendment of
Items 10, 11, 12 and 13 in their  entirety.  No other Items of the  Registrant's
Annual Report on Form 10-K are amended.

RECENT DEVELOPMENTS

     On July 26, 1999, the Company entered into a private-placement agreement to
raise $1,250,000 in equity capital through a private  placement with Lawrence M.
Powers,  the  Chairman  of the Board,  the Chief  Executive  Officer and a major
shareholder of the Company.  Under the terms of the agreement,  the Company will
receive $1,250,000, in exchange for 1,000,000 shares of its common stock, and an
option to purchase an additional 500,000 shares at $2.50 per share,  exercisable
for five years. The terms of the agreement are subject to stockholder review and
approval at the Company's  next annual  stockholders'  meeting  anticipated  for
September  of 1999.  The closing of the private  placement  transaction  is also
subject to  stockholder  approval  of an  increase  in the number of  authorized
shares of the  Company's  common stock at such  meeting.  See "Item 13.  Certain
Relationships and Related Transactions."

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

     As  described  in "Item 1.  Business - Change of Control" of the  Company's
Annual Report on Form 10-K,  filed with the Securities  and Exchange  Commission
(the "SEC") on July 14, 1999, on December 11, 1998,  the Company  entered into a
Stock  Purchase  Agreement with Powers & Co., the principal of which is Lawrence
M.  Powers.  Pursuant to this Stock  Purchase  Agreement,  Lawrence  M.  Powers,
through Powers & Co.,  purchased  3,000,000 shares of the Company's common stock
(which totaled approximately 54.9% of the outstanding aggregate shares of voting
stock of the  Company  at the  time)  and an option  to  acquire  an  additional
1,800,000 shares of the Company's common stock at an exercise price of $0.15 per
share,  for an aggregate  purchase  price of $600,000.  In connection  with this
change of control  transaction,  the Company's  senior  management  and Board of
Directors  were  replaced.  Its new  senior  management  and Board  changed  the
direction  and  nature of the  Company's  business  and  discontinued  its prior
business.  The Company is now doing business as Siti-Sites.com and is seeking to
establish  several  websites for the marketing of products and services over the
Internet.

     The  Directors and  executive  officers of the Company,  and their ages and
positions, are as follows


Name                   Age    Position(s) with the Company

Lawrence M. Powers     67     Chief Executive Officer and Chairman of the Board.

Jon M. Gerber          45     Director, Vice President, Treasurer and Secretary

Robert Ingenito        56     Director


     Mr. Powers, 67, has served as the Company's Chairman of the Board and Chief
     Executive  Officer  since the change of control  transaction  in  December,
     1998. Mr. Powers has been a private investor since 1992.  Beginning in 1978
     and  continuing to his  retirement in 1992, he built  Spartech  Corporation
     (NYSE), from a previously  bankrupt  corporation with few assets, into what

                                      -1-
<PAGE>

     has  become an $800  million  plastics  manufacturing  group  operating  40
     plants.  Raising some $200 million during his tenure, he and Spartech's key
     managers built one of the largest plastic processing  companies in the U.S.
     by 1992 (12 plants at the  time).  The  management  team he  assembled  has
     continued  successfully.  He remained on the board of Spartech  until 1995,
     and is  still  a  major  securities  holder  of  Spartech.  Mr.  Powers,  a
     securities  lawyer in New York from 1957 through 1981, was educated at Yale
     Law School and senior executive programs at Harvard Business School.

     Mr.  Gerber,  45,  has  served as a  Director  of the  Company  and as Vice
     President,  Treasurer and Secretary since the change of control transaction
     in  December,  1998.  Since  1994,  he has  conducted  his  own  investment
     management  business in New York.  He is  currently  affiliated  with First
     Allied  Securities,  Inc.;  from 1996 to 1997 he was a branch  manager with
     Robert Thomas  Securities,  Inc.;  and from 1994 to 1996 he was  affiliated
     with Paine  Webber,  Inc.  From 1987 to 1994,  Mr.  Gerber was a Management
     Consultant to many fortune 500 companies in the US (including Ford, General
     Motors,  Shell,  Bethlehem  Steel  and  United  Technologies),   and  major
     financial institutions and corporations in the UK (including Barclays Bank,
     Norwich  Union Life  Assurance,  Lombard  North  Central  Finance and Rover
     Automobiles).   Mr.  Gerber's  consulting  practice  focused  on  Strategic
     Development,  Organizational Control, Management of Change, and Supervisory
     Skill Development.  Prior to consulting, Mr. Gerber was a manufacturing and
     electronic engineer for several major technology companies.  Mr. Gerber has
     a B.S.  degree in chemistry  from the  University of Missouri and an MBA in
     finance from the  University of Wisconsin.  He is also the second cousin of
     Mr. Powers.

     Mr. Ingenito,  56, has served as a Director of the Company since the change
     of control  transaction in December,  1998.  Mr.  Ingenito was a as founder
     and,  since  1989,  has  served  as  Chief  Executive   Officer  of  Access
     Communications  and Access Direct,  two established data service  companies
     ($32  million  in  sales).  Access  Direct  produces  high  volume,  highly
     segmented  mail  correlated  to its  clients  segmented  databases;  Access
     Communications  produces critical documents from on-line transmissions from
     its clients.  Prior to that, he was the President and a principal of Axciom
     Corporation  (NYSE) when it went  public in 1992.  Axciom has become a $750
     million database management firm.

Compliance with Section 16 of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires the Companys'
officers and directors,  and persons who  beneficially  own more than 10% of the
Company's common stock (collectively,  "Reporting Persons"),  to file reports of
ownership and changes in ownership with the SEC.  Reporting Persons are required
by SEC  regulations  to furnish the Company with copies of all such reports.  To
the  Company's  knowledge,  based on a review of such reports to the Company and
certain  representations  of the Reporting  Persons,  the Company  believes that
during the 1999 fiscal year,  all  Reporting  Persons  timely  complied with all
applicable Section 16(a) filing requirements except as set forth below.  Richard
duFosse filed one late report  covering his  acquisition  of an option.  Mikhail
Drabkin filed one late report  covering his  acquisition  of an option.  Barclay
Powers  filed two late  reports  covering  his  acquisition  and  exercise of an
option. Lawrence Powers filed one late report covering his gifts of stock and an
option,  and his  exercise  of his  remaining  option.  See "Item 5.  Market for
Registrant's  Common  Equity and Related  Stockholder  Matters - Recent Sales of
Unregistered Securities" of the Company's Annual Report on Form 10-K, filed with
the SEC on July 14, 1999.

                                       -2-

<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

Compensation of Executive Officers

     The  following  table  sets  forth the total  annual  compensation  paid or
accrued by the Company for services in all  capacities  for the two  individuals
who served as Chief Executive Officer during the Company's 1999 fiscal year (Mr.
Amoruso for  approximately  nine months and Mr. Powers for  approximately  three
months),  and two  individuals who were among the highest paid employees for the
1999 fiscal year but were not executive  officers at the end of such fiscal year
(collectively,  the "Named  Executive  Officers").  The Company had no executive
officers  serving as such at the end of its 1999  fiscal  year  whose  aggregate
compensation exceeded $100,000.



<TABLE>
<CAPTION>
                           Summary Compensation Table

                                                                                        Long-Term Compensation
                                                                                                             Payouts
                                            Annual Compensation                   Grants & Awards
<S>                            <C>      <C>             <C>           <C>        <C>             <C>         <C>           <C>

                                                                                                 Shares
                                                                      Other      Restricted      Underly-
Name and                                                             Annual         Stock          ing                     All other
Principal Position            Year      Salary          Bonus         Comp.        Awards        Options     LTIP Payouts     Comp.
------------------            ----      ------          -----        ------      ----------     --------     ------------  ---------
Lawrence M. Powers            1999       18,250(1)        -0-           -0-         -0-              -0-        -0-            -0-
Chairman and Chief
Executive Officer

Donald J. Amoruso             1999      387,193           -0-        5,916(3)       -0-          44,914         -0-        14,974(4)
Former Chairman, Chief        1998      295,000           -0-           -0-         -0-          25,000         -0-        19,965(4)
Executive Officer and         1997      295,000      132,686(2)    681,558(3)       -0-              -0-        -0-        19,965(4)
President (7)

Mikhail Drabkin               1999      239,297           -0-          400(3)       -0-          47,638         -0-            -0-
Chief Technical               1998      195,000           -0-           -0-         -0-          22,719         -0-            -0-
Officer (7)                   1997      195,000       72,500(4)     46,080(3)       -0-              -0-        -0-            -0-

Richard duFosse               1999      233,754           -0-          400(3)       -0-          59,281         -0-            -0-
Vice President,               1998      167,083           -0-           -0-         -0-          22,719         -0-            -0-
Engineering (7)               1997      142,083       50,000(6)     46,080(3)       -0-              -0-        -0-            -0-

</TABLE>

(1)  This amount represents Mr. Powers' contribution of services charged against
     earnings.  No  compensation  was paid by the  Company  to Mr.  Powers  with
     respect to these services.

(2)  This amount was awarded pursuant to a Plan of  Reorganization  (the "Plan")
     approved by the Bankruptcy  Court, as part of a success fee for effecting a
     confirmed plan of reorganization.  This Plan of reorganization is described
     in greater detail at Note 1(b) to the  Consolidated  Financial  Statements,
     filed with the SEC on July 14, 1999 as part of the Company's  Annual Report
     on Form 10-K.

(3)  Pursuant to the Plan,  as part of a success  fee for  effecting a confirmed
     plan of reorganization and as incentive  compensation,  242,002 shares were
     set aside to be awarded to officers,  employees and non-executive directors
     responsible  for  consummation  of the  Plan.  Pursuant  to the  Plan,  Mr.
     Amoruso,  Mr.  Drabkin and Mr.  duFosse were awarded shares of common stock
     totaling  113,593,   7,680  and  7,680,   respectively.   The  shares  were
     distributed  pursuant to the Company's 1996 Incentive  Deferral Plan, which
     provided  for  distribution  in three equal  installments  in August  1997,
     February  1998 and August 1998.  These  shares were  recorded at their fair
     value.   Actual  value  of  the  awards  are  determined  on  the  date  of
     distribution for each installment in August 1997,  February 1998 and August
     1998.

                                      -3-
<PAGE>

(4)  Represents premiums paid under a variable life insurance policy paid by the
     Company pursuant to Mr. Amoruso's  employment  agreement,  which terminated
     upon Mr. Amoruso's resignation.

(5)  Represents the final  installment of starting bonus and  performance  bonus
     paid pursuant to Mr. Drabkin's then-current employment contract.

(6)  Represents  performance  bonus paid  pursuant  to  then-current  employment
     agreement.

(7)  Mr. Amoruso,  Mr. Drabkin and Mr. duFosse  resigned as of December 11, 1998
     in connection with the change of control transaction.

Option Grants in Last Year

     The following table sets forth certain information  concerning the grant of
stock options to each of the Named Executive  Officers during the Company's 1999
fiscal year. This table does not include options purchased by Lawrence M. Powers
through Powers & Co. in December,  1998 in connection with the change of control
transaction.

                       Options Granted in 1999 Fiscal Year

<TABLE>
<CAPTION>

                                                                                                 Potential
                                                                                            Realizable Value at
                                                                                            Assumed Annualized
                                                                                                 Rates of
                                                                                               Stock Price
                                                                                             Appreciation for
                                                                                                Option Term
<S>                      <C>             <C>              <C>                <C>             <C>          <C>         <C>

                                         % of Total
                                           Options
                                         Granted to                                                                    Grant
                           Options      Employees in      Exercise or       Expiration                                  Date
          Name           Granted(1)      Fiscal Year       Base Price          Date             5%          10%        Value
------------------       ---------      ------------      -----------       ----------         ---          ---
Lawrence M. Powers            -               -                -                 -              -            -           -
Donald J. Amoruso          44,914          11.35%             .350         Dec. 11, 2003      4,343        9,597         -
Mikhail Drabkin            47,638          12.04%             .350         Dec. 11, 2003      4,607       10,179         -
Richard duFosse            59,281          14.98%             .350         Dec. 11, 2003      5,732       12,667         -

</TABLE>

(1)  All options were granted at or above fair market value.


                                       -4-


<PAGE>

Option Exercises and Year-End Values

     The following table sets forth certain  information  concerning  options to
purchase the Company's  common stock exercised by the Named  Executive  Officers
during the 1999 fiscal  year,  and the number and value of  unexercised  options
held by each of the Named Executive Officers at March 31, 1999.

<TABLE>
<CAPTION>
                                  Aggregated Option Exercises in 1999 Fiscal Year
                                         and Fiscal Year End Option Values

                                                                                                     Value of
                                                                 Number of                         Unexercised
                                                                Unexercised                        In-the-Money
                                                              Options 3/31/99                  Options 3/31/99($)(1)
<S>                      <C>            <C>            <C>              <C>                 <C>               <C>
                          Shares
                         Acquired
                            on            Value
      Name               Exercise        Realized       Exercisable      Unexercisable       Exercisable       Unexercisable
---------------------------------------------------------------------------------------------------------------------------

Lawrence M. Powers            -0-              -0-           -0-             -0-                   -0-            -0-
Donald J. Amoruso             -0-              -0-       69,914              -0-              $51,651             -0-
Mikhail Drabkin           13,064       $28,087.60        47,638              -0-              $54,784             -0-
Richard duFosse               -0-              -0-       59,281              -0-              $68,173             -0-

</TABLE>

Compensation of Directors

     At present,  the Board does not award compensation to its directors.  Prior
to the change of control  transaction in December,  1998,  each of the Company's
outside  directors  was paid $18,000 per year plus $1,000 per meeting  attended,
and $500 per diem for any special  assignments.  The Board of Directors had also
adopted and  implemented  a plan during  fiscal year 1998  pursuant to which the
Company paid  one-half of the  director's  fixed annual  compensation  in common
stock of the Company. These arrangements were discontinued in December, 1998.

Employment Agreements

     At present the Company does not  maintain  employment  agreements  or other
arrangements with its executive  officers.  Prior to the change of control,  the
Company had employment  agreements with Messrs.  Amoruso,  Drabkin, and duFosse,
who were employed in the positions  noted in the Summary  Compensation  Table at
annual salaries of $387,193, $239,297 and $233,754, respectively. In addition to
salary,  the  above-described  employment  agreements  provided  for  health and
medical insurance,  life insurance benefits,  certain other benefits and require
indemnification in certain circumstances. These agreements also provided that if
the Company  discharges the  individual  without cause they are entitled to full
compensation and medical benefits for up to one year.

     All of these employment  agreements were terminated as of December 11, 1998
pursuant to Settlement  Agreements  executed by Messrs.  Amoruso,  Drabkin,  and
duFosse in connection with the change of control transaction.  Pursuant to these
Settlement  Agreements,  Messrs.  Amoruso,  Drabkin,  and duFosse  received cash
payments of $178,235, $52,816 and $48,754,  respectively, and options to acquire
44,914, 47,638 and 59,281 shares, respectively, of the Company's common stock at
an exercise price of $0.35 per share, exercisable through December 11, 2003.


                                       -5-
<PAGE>
Compensation Committee Interlocks and Insider Participation.

     At present,  the Company does not have a Compensation  Committee.  Prior to
the  change  of  control  transaction  in  December,  1998,  the  Company  had a
Compensation  Committee  composed of two outside board  members,  Mr. Sheldon A.
Buckler and Mr.  George  Bugliarello,  both of whom  resigned as of December 11,
1998.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information,  as of June 28, 1999, as to the
beneficial  ownership of the Company's common stock (including  shares which may
be acquired  within sixty days pursuant to stock  options) by (1) each person or
group of affiliated  persons known by the Company to own beneficially  more than
5% of the  outstanding  shares  of the  Company's  common  stock,  (2) the Named
Executive Officers,  (3) each of the Company's directors,  and (4) all directors
and executive  officers of the Company as a group.  Unless  otherwise noted, the
Company  believes  that all  persons  named in the table  have sole  voting  and
investment power with respect to all shares of common stock beneficially owned.


                                       Shares of Common Stock Beneficially Owned
Name of Owner                          Number                   Percent of Class

Lawrence M. Powers                     3,370,000(1)                        41.8%
Powers & Co.
47 Beech Road
Englewood, NJ 07631

Jon M. Gerber                            280,000                            3.5%
c/o Spectrum Information
Technologies
P.O. Box  1006
New York, NY,10268

Robert Ingenito                          800,000(2)                         9.6%
80 Ruland Road
Melville, NY 11747-6200

Maurice W. Schonfeld                     800,000(2)                         9.6%
630 Fifth Avenue
Suite 3163
New York, NY 10111

Barclay Powers                         1,685,000                           20.9%
665 Walther Way
Los Angeles, CA 90048

Donald J. Amoruso                        106,188                            1.3%
463 Old Sleepy Hollow Road
Pleasantville, NY 10570


                                       -6-
<PAGE>

                                       Shares of Common Stock Beneficially Owned
Name of Owner                          Number                   Percent of Class

Mikhail Drabkin                           52,581                             *
415 East Middlefield Road
Mountain View, CA 94043

Richard duFosse                           61,662                             *
15 John Edward Drive
Northboro, MA 01532

Current Directors and                  4,450,000                           53.2%
Executive Officers as a
Group (3 persons):

----------------------
[BULLET] Less than 1%

(1)  Includes 1,685,000 shares held by his son, Barclay Powers.  Lawrence Powers
     and Barclay  Powers have a verbal  understanding  that the shares of common
     stock held by Barclay  Powers may be voted,  exercised  and  disposed of by
     either of them.

(2)  Consist  of 500,000  shares of common  stock and an option to  purchase  an
     additional 300,000 shares of common stock at an exercise price of $0.15 per
     share.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Tropia

     As described in "Item 1. Business - Tropia" of the Company's  Annual Report
on Form 10-K, filed with the SEC on July 14, 1999, on June 23, 1999, the Company
consummated its acquisition of Tropia, Inc., a Delaware corporation  ("Tropia"),
which  operates an MP3 music site that  promotes  and  distributes  the music of
independent artists through its website located at www.tropia.com. Tropia, which
is now a wholly-owned  subsidiary of the Company,  was acquired for an aggregate
of 316,850 shares of the Company's common stock, half of which were delivered at
closing,  and half of which  are in escrow to be  delivered  after one year,  if
certain  goals are  achieved.  The  Company  has agreed to provide  $100,000  of
capital to Tropia  initially and  approximately  $800,000 of additional  capital
during the next twelve months.  The acquisition was effected by merging SITI-II,
Inc., a Delaware corporation and a wholly-owned  subsidiary of the Company, with
and into Tropia. Tropia was partially owned (55%) by Red Hat Productions,  Inc.,
an award-winning  independent film production  company which is owned by Barclay
Powers,  a large  shareholder of the Company,  and Jonathan  Blank,  the current
Chief Executive  Officer of Tropia.  Lawrence M. Powers,  the Chairman/CEO and a
large shareholder of the Company, has been a financial participant and one-third
owner of Red Hat  Productions,  Inc. since 1997.  Tropia was also owned (45%) by
Ari Blank and Arjun  Nayyar,  the designers of the website who are now employees
of Tropia.

     The fully  functioning  website,  and related  business  arrangements  with
artists and marketing agents, has been under development since February 1999 and
was valued at 500,000 shares of the Company's common stock. However, Lawrence M.
Powers and Barclay  Powers (his son) have waived their rights to  participate in
the  shares  otherwise  receivable  by  Red  Hat  Productions,   Inc.  from  the
acquisition.  As a  result  of this  waiver,  the  shares  delivered  to Red Hat
Productions,  Inc.  were  reduced  proportionately  and  all  such  shares  were
distributed by Red Hat  Productions,  Inc. solely to Mr. Blank. The Company will


                                       -7-
<PAGE>

reserve  183,150  shares  of its  common  stock  (which  equals  the  number  of
additional  shares that would otherwise have been issued but for the waiver) for
issuance in the future (in the form of stock  and/or  options to acquire  stock)
for existing and new management personnel of Tropia.

     On purchasing a control  position in the Company in December,  1998 through
Powers & Co., a sole  proprietorship  owned by Mr. Powers,  Mr. Powers  promptly
made assignments of portions of his shares and/or option to Jon Gerber,  Barclay
Powers and certain other individuals. Mr. Powers assigned 200,000 shares (and an
option to acquire an additional 80,000 shares) to Jon Gerber, and 995,000 shares
(and an option to acquire an additional 690,000 shares) to Barclay Powers. These
gifts   are   further    described   in   "Item   1.   Business   -   Management
Background/Philosophy  - Investors and  Administration"  and "Item 5. Market for
the Registrant's Common Equity and Related Stockholder Matters - Recent Sales of
Unregistered Securities" of the Company's Annual Report for the year ended March
31, 1999 referred to above.

SUBSEQUENT FINANCING

     On July 26, 1999, the Company entered into a private-placement agreement to
raise $1,250,000 in equity capital through a private  placement with Lawrence M.
Powers,  the  Chairman  of the Board,  the Chief  Executive  Officer and a major
shareholder of the Company.  Under the terms of the agreement,  the Company will
receive $1,250,000, in exchange for 1,000,000 shares of its common stock, and an
option to purchase an additional 500,000 shares at $2.50 per share,  exercisable
for five years.  If and when the option is fully  exercised,  the Company  would
receive  an  additional  $1,250,000.  None  of the  shares  or the  option  will
initially  be  registered  with the SEC for future  sale,  and will be taken for
investment by Mr. Powers.

     The terms of the agreement are subject to  stockholder  review and approval
at the Company's next annual stockholders'  meeting anticipated for September of
1999.  The  closing of the  private  placement  transaction  is also  subject to
stockholder  approval of an increase in the number of  authorized  shares of the
Company's  common stock at such  meeting.  The private  placement is expected to
close shortly after stockholder approval is obtained.

     Upon the closing of this second round of financing,  the Company's  capital
base will be  supplemented  by this  $1,250,000  equity  infusion.  The  Company
intends to use the  proceeds  to develop  and expand its  operations  in the MP3
music  field  through its music  website,  tropia.com.  See "Item 1.  Business -
Tropia."

     Items 1 and 5 of the  Company's  Annual Report for the year ended March 31,
1999 referred to above are hereby incorporated by reference.

FORWARD-LOOKING STATEMENTS.

     This Amendment 1 on Form 10-K/A to the  Registrant's  Annual Report on Form
10-K for the year ended  March 31,  1999  contains  forward  looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,
including,  but not limited to  statements  related to the  Company's use of the
proceeds  from  the  investment   transaction  with  Lawrence  M.  Powers.  Such
forward-looking  statements  are based on current  expectations,  estimates  and
projections  about the  Company's  industry,  management's  beliefs  and certain
assumptions  made  by  the  Company's  management.   These  statements  are  not
guarantees of future outcomes.

                                      -8-
<PAGE>

Investors are cautioned not to place undue reliance on any such  forward-looking
statements.  Unless  required by law, the Company  undertakes  no  obligation to
update  publicly  any  forward-looking  statements,  whether  as a result of new
information,  future  events or otherwise.  However,  readers  should  carefully
review the risk  factors  set forth in other  reports or  documents  the Company
files from time to time with the  Securities  and Exchange  ("SEC")  Commission,
particularly the Quarterly  Reports on Form 10-Q and any Current Reports on Form
8-K.


                                       -9-

<PAGE>

                                   SIGNATURES

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


                                         SPECTRUM INFORMATION TECHNOLOGIES, INC.




Dated:  July 28, 1999               By  /s/ Jon M. Gerber
                                       ---------------------------------------
                                                     Jon M. Gerber
                                      (Vice President, Secretary and Treasurer)


Pursuant to the requirements of the Securities 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.

Dated:  July 28, 1999               By  /s/ Lawrence M. Powers
                                       ---------------------------------------
                                                  Lawrence M. Powers
                                           (Chief Executive Officer and
                                         Chairman of the Board of Directors)


Dated:  July 28, 1999               By  /s/ Robert Ingenito
                                       ---------------------------------------
                                                  Robert Ingenito
                                                    (Director)


Dated:  July 28, 1999               By /s/ John M. Gerber
                                       ---------------------------------------
                                                    Jon M. Gerber
                                       (Executive Vice-President, Secretary,
                                               Treasurer and Director)




                                      -10-