SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 1999

                                       OR

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

     For the transition period from _______________ to __________________

                         Commission file number 0-26809


                             SHOPPING SHERLOCK, INC.
             (Exact name of registrant as specified in its charter)

          FLORIDA                                    91-1962104
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              11201 S.E. 8th Street
                              Bellevue, Washington
                                      98004
                    (Address of principal executive offices)

                                 (425) 372-3060
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant:  (1) has filed all documents
and  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 | | No |X|

     The  number  of  outstanding  common  shares,  $0.001  par  value,  of  the
Registrant at September 30, 1999 was 9,000,000.



<PAGE>

                             SHOPPING SHERLOCK, INC.

                             INDEX TO THE FORM 10-Q
               For the quarterly period ended September 30, 1999


<TABLE>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
PART I--FINANCIAL INFORMATION

  ITEM 1.  FINANCIAL STATEMENTS...............................................................1

           Consolidated Balance Sheets........................................................1

           Consolidated Statements of Operations and Deficit..................................2

           Consolidated Statements of Stockholders Equity.....................................3

           Consolidated Statements of Cashflow................................................4

           Notes to Consolidated Financial Statements.........................................5

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS..........................................................7

  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................13


PART II -- OTHER INFORMATION

   ITEM 1.  LEGAL PROCEEDINGS................................................................14

   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS........................................14

   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES..................................................14

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................14

   ITEM 5.  OTHER INFORMATION................................................................14

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.................................................14

SIGNATURES  .................................................................................15

</TABLE>


                                       i
<PAGE>


                         PART I -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                             SHOPPING SHERLOCK, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
                                                    September 30,          December 31,
                                                        1999                   1998
                                                    ------------           ------------
<S>                                                 <C>                     <C>
ASSETS

CURRENT ASSETS
  Cash                                              $  236,101              $       -
  Accounts receivable and prepaids                      73,153                      -
                                                    ------------           ------------
                                                       309,254                      -

CAPITAL ASSETS, Net                                     86,224                      -
                                                    ------------           ------------
TOTAL ASSETS                                           395,478                      -
                                                    ------------           ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities              21,911                      -
  Related party payables                                39,003                      -
                                                    ------------           ------------
                                                        60,914                      -
                                                    ------------           ------------
STOCKHOLDERS' EQUITY
  Common Stock, $.001 par value, 50,000,000 shares       9,000                  1,000
  authorized, 9,000,000 and 1,000,000 issued and
  outstanding
  Additional paid in capital                         1,094,079                  2,079
  Deficit accumulated during the development stage    (768,515)                (3,079)
                                                    ------------           ------------
                                                       334,564                      -
                                                    ------------           ------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  395,478              $       -
                                                    ------------           ------------

</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.





                                       1
<PAGE>

                             SHOPPING SHERLOCK, INC.
                          (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
           FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)


<TABLE>
                                                    Three Months Ended                 Nine Months Ended
                                                       September 30                      September 30
                                                1999              1998              1999              1998
                                            -----------       -----------       -----------       -----------
<S>                                         <C>              <C>               <C>                 <C>
Revenues                                    $  33,149        $        -        $    33,149         $        -
Cost of Sales                                  11,256                 -             11,256                  -
                                            -----------       -----------       -----------       -----------
Gross Profit                                   21,893                 -             21,893                  -
                                            -----------       -----------       -----------       -----------

Operating Expenses
 Sales and Marketing                           58,171                 -            112,356                  -
 General and Administrative                   166,985             2,079            425,299              2,079
 Systems and Business development             102,215                 -            239,539                  -
 Depreciation                                  11,268                 -             18,468                  -
                                            -----------       -----------       -----------       -----------
Total Operating Expenses                      338,639             2,079            795,662              2,079

Operating Loss                               (316,746)           (2,079)          (773,769)            (2,079)

Interest Earned                                 7,211                 -              8,333                  -

Net Loss for the Period                      (309,535)           (2,079)          (765,436)            (2,079)

Deficit, Beginning of Period                 (458,980)           (1,000)            (3,079)            (1,000)

Deficit, End of Period                      $(768,515)       $   (3,079)       $  (768,515)        $   (3,079)


Net Loss Per Share - Basic and Diluted          (0.05)           (0.002)             (0.12)            (0.002)


Weighted Average Number of Shares
of Common Stock Outstanding                 6,642,000         1,000,000          6,642,000          1,000,000

</TABLE>



                 The accompanying notes are an integral part of
                    these consolidated financial statements.



                                       2
<PAGE>

                             SHOPPING SHERLOCK, INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (Unaudited)


<TABLE>
                                                                                           Deficit
                                                                                         Accumulated
                                             Common Stock                                   during
                                             ------------              Additional        Development
                                          Shares        Amount      Paid in capital           Stage             Total
                                        ----------------------------------------------------------------------------------
<S>                                      <C>          <C>             <C>                 <C>                <C>
Shopping Sherlock, Inc. Activities
(Formerly known as AIDA Industries):
   Issuance of Common Stock
   for Cash                              100,000      $   100         $     900           $       -          $   1,000

Net loss                                       -            -                 -              (1,000)            (1,000)
--------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1985 100,000           100          900            (1,000)                  -

Activity January 1986 through
December 31, 1997                              -            -                 -                   -                  -
--------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1997               100,000          100               900              (1,000)                 -

Issuance of Common Stock
for Reinstatement Fees -                 900,000          900             1,179                   -              2,079
--------------------------------------------------------------------------------------------------------------------------
July 20, 1998

Net loss                                      -             -                 -              (2,079)            (2,079)

--------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998            1,000,000         1,000             2,079              (3,079)                 -

Sale of Common Stock for Cash
($.05/Share)                          5,000,000         5,000           245,000                   -            250,000

Sale of Common Stock for Cash
($1.00/Share)                         1,000,000         1,000           999,000                   -          1,000,000

Issuance of Common Stock
for Acquisition of Shopping
Sherlock -  Delaware                  2,000,000         2,000            (2,000)                  -                  -

Cash Contributed to Significant
Stockholder                                   -             -          (150,000)                  -           (150,000)

Net loss                                      -             -                 -            (765,436)          (765,436)

Balance, September 30, 1999           9,000,000      $  9,000       $ 1,094,079        $   (768,515)       $   334,564
--------------------------------------------------------------------------------------------------------------------------
</TABLE>



                 The accompanying notes are an integral part of
                    these consolidated financial statements.





                                       3
<PAGE>

                             SHOPPING SHERLOCK, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASHFLOWS
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
                                  (Unaudited )


<TABLE>
                                                        Three Months Ended               Nine Months Ended
                                                           September 30                     September 30
                                                      1999            1998             1999              1998
                                                  -----------     -----------      -----------       -----------
<S>                                               <C>              <C>              <C>               <C>
Cash Flows from Operating Activities
Net loss                                          $ (309,535)      $ (2,079)       $ (765,436)        $ (2,079)
  Depreciation                                        11,268              -            18,468                -
  Changes in Non-Cash Working Capital:
      Accounts Receivable and Prepaids               (52,805)             -           (73,153)               -
      Accounts Payable                               (21,385)             -            21,911                -
                                                  -----------     -----------      -----------       -----------
Net Cash Used in Operating Activities               (372,457)        (2,079)         (798,210)          (2,079)

Cash Flows From Investing Activities
     Distribution to Stockholder                           -              -          (150,000)               -
     Purchase of Furniture and Equipment              (4,908)             -          (104,692)               -
                                                  -----------     -----------      -----------       -----------
Net Cash Used in Investing Activities                 (4,908)             -          (254,692)               -

Cash Flows from Financing Activities
     Issuance of Common Stock for Cash                     -           2079         1,250,000            2,079
     Increase in Related Party Payables               19,693              -            39,003                -
                                                  -----------     -----------      -----------       -----------
Net Cash Used in Financing Activities                 19,693          2,079         1,289,003            2,079

Increase in Cash for the Period                     (357,672)             -           236,201                -
Cash, Beginning of Period                            593,773              -                -                 -
                                                  -----------     -----------      -----------       -----------
Cash, End of Period                               $  236,101         $    -        $  236,101         $      -
                                                  -----------     -----------      -----------       -----------
</TABLE>



                 The accompanying notes are an integral part of
                    these consolidated financial statements.



                                       4
<PAGE>

                             SHOPPING SHERLOCK, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   BUSINESS DESCRIPTION

Shopping Sherlock, Inc. ("the Company") was incorporated in the State of Florida
on August 17, 1984, under the name of AIDA Industries,  Inc. ("AIDA").  From its
inception  until July 20, 1998,  there was no activity  within AIDA. On July 20,
1998,  AIDA amended its articles of  incorporation  to provide for a thousand to
one (1000:1) stock split. Following the stock split, AIDA applied for listing on
the OTC Bulletin  Board.  On March 24,  1999,  AIDA changed its name to Shopping
Sherlock, Inc.

On May 26, 1999, the Company entered into an acquisition agreement with Shopping
Sherlock, Inc. ("SSI"), a corporation organized and incorporated in the State of
Delaware on January 20, 1999, for the purpose of developing and  implementing an
Internet based retail business  providing  discounts and purchase rebates to its
customers.  The Company acquired 100% of the common stock of SSI in exchange for
the issuance of 2,000,000 shares of the Company's common stock.

On February 4, 1999,  SSI entered  into a  strategic  marketing  and  operations
agreement with Premier Lifestyles  International  Corporation ("PLIC"), a direct
marketing and sales  company,  to provide  certain  Internet  based  services to
PLIC's existing customers. SSI paid PLIC a one-time fee of $150,000 upon signing
an  agreement  for  access to its  customer  base.  SSI  received  an advance of
$150,000 from the Company to pay the licensing fee to PLIC. SSI began operations
June 1, 1999, and had no prior operating activity.

The Company is a development  stage company created to provide on-line  consumer
goods, provide website and e-business services, and distribute and market rebate
shopping  benefits.  The Company plans to leverage its relationship  with rebate
shopping club members and affinity  groups to create an online  rebate  shopping
community.

2.   BASIS OF PRESENTATION

The accompanying  consolidated financial statements of the Company are unaudited
and include,  in the opinion of  management,  all normal  recurring  adjustments
necessary to present fairly the consolidated  balance sheets as of September 30,
1999,  and the related  statements of operations,  stockholders  equity and cash
flows for the period  presented.  Certain  information and footnote  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted  pursuant to the
rules and regulations of the Securities and Exchange Commission. These condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's  audited  consolidated  financial  statements  and the  related  notes
thereto included in the third amendment to the Company's  Registration Statement
on Form 10 filed with the  Securities  and  Exchange  Commission  on November 8,
1999.

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.

3.   INCOME TAXES

As of September  30,  1999,  the Company had net deferred tax assets of $260,248
primarily due to net  operating  loss carry  forwards,  which begin to expire in
2018. A 100%  valuation  allowance  has been  recorded  against the deferred tax
asset as  management  has yet to establish  that  recovery of this asset is more
likely than not.



                                       5
<PAGE>

4.   NET LOSS PER SHARE

Basic loss per share is computed by dividing  net loss by the  weighted  average
number of common stock outstanding.  Per share information for all prior periods
have been adjusted to reflect the 1,000:1 stock split declared on July 20, 1998.
As of  September  30,  1999,  the  Company had  outstanding  options to purchase
794,000  shares of common  stock which were not included in the  calculation  of
loss per share as their effect was anti-dilutive.

5.   BUSINESS COMBINATION

On May 26, 1999 the Company  entered into an acquisition  agreement by which the
Company  acquired  100% of SSI in  consideration  of 2,000,000 of the  Company's
common stock. At the time of acquisition, the controlling stockholder of SSI was
Richard  Stewart  and,  as a result of the  acquisition,  Mr.  Stewart  became a
director and 20.0% stockholder of the Company. Mr. Stewart is also the President
and Chief Executive Officer of PLIC. Because of the common ownership between SSI
and PLIC, and the fact that the majority stockholder of SSI and PLIC will hold a
continuing  equity  position  in the  Company  in excess of 10%,  the  marketing
agreement  acquired  has  been  assigned  no value  in the  Company's  financial
statements. The $150,000 paid to SSI has been recorded as a capital distribution
to stockholders in the financial statements of the Company.





                                       6
<PAGE>

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATION

Certain   statements  and  information   contained  in  this  Report  constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934. Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors  that may cause  the  actual  results,
performance or  achievements  of the Company,  or  developments in the Company's
industry,  to differ  materially  from the anticipated  results,  performance or
achievements expressed or implied by such forward-looking statements. Such risks
and  uncertainties  include,  but are not  limited  to:  the  Company's  limited
operating  history,  history of losses,  risks  associated  with  management  of
growth,  risks associated with the Internet,  competition,  product  development
risks  and  risks  of   technological   change,   dependence   on  third   party
relationships, the Company's ability to protect its intellectual property rights
as well as the other risks and uncertainties  detailed in the third amendment to
the Company's  Registration  Statement on Form 10 filed with the  Securities and
Exchange  Commission  on November 8, 1999.  "We," "our," "us" and the  "Company"
refer to Shopping Sherlock, Inc.
and our subsidiaries.

Overview

The Company was  incorporated in Florida on August 17, 1984, under the name Aida
Industries,  Inc. The Company  began  operations in January of 1999 and on March
24, 1999, changed its name from Aida Industries, Inc. to Shopping Sherlock, Inc.
On May 26, 1999,  the Company  acquired all the issued and  outstanding  capital
stock of Shopping Sherlock,  Inc., a Delaware  corporation that was unrelated to
the Company ("SSI"),  whose sole asset is the Strategic  Alliance Agreement with
Premier Lifestyles International Corporation ("PLIC").  Pursuant to the terms of
an Agreement  and Plan of  Reorganization  among the Company,  SSI, and Shopping
Acquisition Corp., a wholly-owned subsidiary of the Company ("Acquisition Sub"),
Acquisition  Sub  merged  with and into SSI,  and the  stockholders  of SSI,  in
exchange  for all the  shares of SSI  common  stock  held by them,  received  an
aggregate of 2,000,000  shares of the Company's common stock. At the time of the
acquisition,  the  controlling  stockholder of SSI was Richard Stewart and, as a
result  of the  acquisition,  Mr.  Stewart  became a  director  and 20%  percent
stockholder  of the  Company.  Mr.  Stewart  is also  the  President  and  Chief
Executive Officer of PLIC.

The Company is a development stage company that provides e-commerce services and
sells  consumer  products over the  Internet.  The Company was inactive from its
inception  until  the  first  quarter  of 1999 when it  initiated  its  software
development  program,  developed  and launched its beta site and  commenced  its
e-Commerce Direct Marketing  Organization  "DMO" program.  During the first nine
months of 1999, the Company's primary activities related to the:

     o    development of its primary and secondary server platforms;
     o    development of software for its online retail sites;
     o    design and construction of an electronic data interchange platform;
     o    development of the Company's  website and e-business  services  Direct
          Marketing  Organization  Platform ("DMO Platform") for one of its main
          affinity groups;
     o    development of business processes;
     o    development of operating procedures and systems; and
     o    development    of   the   Company's    first   online   retail   site,
          www.usrebatewarehouse.com.

The Company has a limited  operating  history and remains in the early stages of
development.  The Company has generated  $33,149 in revenues  through  September
1999 through website hosting and e-business  services.  The revenue generated in
the third  quarter  was earned  from the  Company's  sole  e-business  customer,
Essentially Yours Industries  ("EYI").  Management  anticipates the Company will
receive additional  revenues by the end of the fourth quarter in 1999 from three
primary sources:

     o    Product sales from the Company's online store;
     o    Fees collected for website hosting and e-business services,  including
          web design,  preparation  of digital  images and monthly fees from DMO
          Platform agreements; and
     o    Rebates from its Strategic Alliance Agreement with PLIC.



                                       7
<PAGE>

The Company  anticipates that its product vendors will ship products directly to
customers  of its online  stores,  typically  within two to three  weeks after a
customer places an order;  however,  some product shipments may take longer. The
Company  expects  that  payment for those  products  sold  through its  Internet
websites will be made through credit card transactions.

The Company must raise  additional  funds as a result of the planned increase in
its operating  expenditures to fund its marketing,  advertising,  merchandising,
business development and other related expenses. The Company anticipates that it
will  require an  additional  $4.0  million to $7.5 million in order to fund its
operations  over the next twelve  months.  The Company  currently has sufficient
working capital to support its operations  through January 2000, and it obtained
a short-term loan for approximately  $150,000 in order to support its operations
until  additional  financing is  available.  From the proceeds of this  $150,000
loan,  the Company has advanced  $75,000 in the form of a  promissory  note to a
third  party.  The Company is  currently  in  negotiations  with the borrower to
acquire certain assets of the borrower. There can be no assurance, however, that
such an  agreement  will be entered  into by the Company and the  borrower.  The
Company is currently exploring additional financing alternatives,  including the
possibility of a private equity  offering.  There can be no assurance,  however,
that such  financing will be available to the Company or, if it is, that it will
be available  on terms  acceptable  to the Company.  If the Company is unable to
obtain the financing  necessary to support its operations,  its may be unable to
continue as a going concern.

The Company has a limited  operating history upon which to base an evaluation of
its business.  The Company's  business and prospects must be considered in light
of the risks, expenses and difficulties  frequently  encountered by companies in
the early  stages of  development,  particularly  companies  in new and  rapidly
evolving markets such as electronic  commerce.  These risks include, but are not
limited to, rapid technological change, inability to manage growth,  competition
from more  established  companies,  dependence  on  suppliers,  internal  system
problems,  risks  relating to Year 2000 issues,  inability to obtain  sufficient
financing and an unproven business record.

On November  12, 1999,  Jan Walter,  the  Company's  Chief  Technology  Officer,
resigned to pursue other interests.  The Company plans to replace the vacancy by
mid January 2000 and in the interim period Mitchell Eggers,  the Company's Chief
Operating Officer, will also act as the Chief Technology Officer.

The Company  recently  engaged in negotiations  with PLIC and Richard Stewart to
terminate the Strategic Alliance Agreement.  As part of these negotiations,  the
Company  anticipates  it will grant a license to PLIC to operate  EYI's  website
and, as a result,  the Company will cease to receive  revenues from this source.
As of September 30, 1999,  the Company's  revenues were derived  solely from the
services it provided to EYI.  There can be no assurance,  however,  that such an
agreement will be entered into by the Company and PLIC.

Results of Operations

The Company was formed on August 17, 1984, but did not commence operations until
January  1999.  The  Company  incurred  expenses  of $1,000  during the  initial
incorporation  in 1984,  and did not incur any further  expenses until 1998 when
$2,079 was incurred by the Company for  professional  fees in preparing  audited
financial statements. Accordingly,  discussions of periods prior to January 1999
have not been included.

All  operations of the Company were  conducted  through the Company from January
1999 to May 31, 1999.  In May 1999,  the Company  acquired  SSI,  which had been
inactive from its  inception to May 31, 1999.  On June 1, 1999,  the Company has
transferred  all of its  operations  to  SSI.  The  Company  accounted  for  the
acquisition  of SSI at nil value  because of the common  ownership  between  the
Company,  SSI and PLIC.  SSI's  only  asset at the time of  acquisition  was the
Strategic  Alliance  Agreement with PLIC signed on February 4, 1999.  SSI's cost
for the  agreement  was a $150,000  cash payment to PLIC.  Because of the common
ownership   between  SSI  and  PLIC,  the  $150,000  payment  is  treated  as  a
preferential  distribution to stockholders  and is recorded in the  consolidated
financial statements as a reduction in equity.



                                       8
<PAGE>

Three Months Ended  September 30, 1999 Compared to Three Months Ended  September
30, 1998

Revenue.  The Company  generated  revenue of $33,149 for the three  months ended
September 30, 1999 and no revenue for the three months ended September 30, 1998.
Revenue during the three months ended  September 30, 1999 included  $20,000 from
website design and development and $13,149 from e-business services. All revenue
is derived from the Company's sole e-business customer EYI.

Cost of Revenue.  The Company  incurred $11,256 of cost of revenue for the three
months  ended  September  30, 1999 and no cost of revenue  for the three  months
period September 30, 1998. The cost of revenue consists of employee compensation
related to website design and a development  project that the Company  completed
in the quarter.

Technical and System  Development  Expenses.  Technical  and system  development
expenses  were  $102,215 for the three months ended  September 30, 1999 compared
with no expenses for the three months ended  September  30, 1998.  Technical and
system  development  expenses  consist  primarily  of expenses  incurred for the
development  and  maintenance of the software  required to support the Company's
online stores,  including  employee  compensation and the cost of developing and
improving store content,  Internet connectivity,  operations and reporting.  The
significant costs were payroll and consulting  expenses of $78,091 for the three
months ended  September 30, 1999 relating to the design of its  information  and
electronic data interchange  systems.  Data communication  expenses were $15,646
for the three months ended  September 30, 1999 relating to bandwidth and network
equipment.  The Company expects that technical and system  development  expenses
will continue to increase for the foreseeable future.

Sales and Marketing Expenses.  Sales and marketing expenses for the three months
ended  September  30, 1999 were $58,171  compared with no expenses for the three
months ended September 30, 1998.  Sales and marketing  expenses consist of costs
associated  with  designing  and  marketing the  Company's  online  stores.  The
increase  primarily  reflected  the  commencement  of the  Company's  e-commerce
activities  in  January  1999,  an  increase  in the  number  of  employees  and
preliminary development of the Company's promotional materials. Payroll expenses
relating to merchandising,  helpdesk,  graphic design, advertising and promotion
department employees were $38,666 for the three months ended September 30, 1999.
Travel  expenses for  conventions  and  presentations  were $6,668 for the three
months ended September 30, 1999. The Company expects that sales, advertising and
marketing  expenses will continue to increase  significantly for the foreseeable
future as it continues to expand its operations.

General and Administrative Expenses. General and administrative expenses consist
of management  compensation,  rent,  professional  services,  telephone expense,
travel and other general corporate expenses. General and administrative expenses
were $166,985 for the three months ended September 30, 1999 compared with $2,079
of expenses  for the three  months  ended  September  30,  1998.  This  increase
reflected the hiring of additional management,  increased facilities charges and
substantially  increased  activity  levels  to  support  the  expansion  of  the
Company's  operations,  all of which  were  undertaken  in early  1999.  Payroll
expenses relating to management and administrative personnel were $40,200 in the
three months ended  September  30, 1999.  Professional  fees were $63,306 in the
three months ended  September  30, 1999  reflecting  the cost of raising  funds,
signing of agreements,  and completing the registration document. General office
expenses,  including rent, telephone and courier expenses,  were $34,102 for the
three months ended September 30, 1999.  Travel and  accommodation  expenses were
$19,175 in the three months ended September 30, 1999.

Income Taxes. Shopping Sherlock has not generated any taxable income to date and
therefore has not paid any federal  income taxes since  inception.  Deferred tax
assets created primarily from net operating loss  carryforwards  have been fully
reserved as  management is unable to conclude  that future  realization  is more
likely than not.

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

Revenue.  The Company  generated  revenue of $33,149  for the nine months  ended
September 30, 1999 and no revenue for the nine months ended  September 30, 1998.
Revenue  during the nine months ended  September  30, 1999  included  $20,000 in
gross  revenue from website  design and  development  and $13,149 in net revenue
from  e-business  services.  All  revenue is  derived  from the  Company's  sole
e-business customer.



                                       9
<PAGE>

Cost of Revenue.  The Company  incurred  $11,256 of cost of revenue for the nine
months  ended  September  30,  1999 and no cost of revenue  for the nine  months
period September 30, 1998. The cost of revenue consists of employee compensation
related to website design and a development  project that the Company  completed
in the quarter.

Technical and System  Development  Expenses.  Technical  and system  development
expenses  were  $239,539 for the nine months ended  September  30, 1999 compared
with no expenses for the nine months ended  September  30, 1998.  Technical  and
system  development  expenses  consist  primarily  of expenses  incurred for the
development  and  maintenance of the software  required to support the Company's
online stores,  including  employee  compensation and the cost of developing and
improving store content,  Internet connectivity,  operations and reporting.  The
significant costs were payroll and consulting  expenses of $165,755 for the nine
months ended  September 30, 1999 relating to the design of its  information  and
electronic data interchange  systems.  Data communication  expenses were $15,646
for the nine months ended  September  30, 1999 relating to bandwidth and network
equipment.  The Company expects that technical and system  development  expenses
will continue to increase for the foreseeable future.

Sales and Marketing  Expenses.  Sales and marketing expenses for the nine months
ended  September 30, 1999 were  $112,356  compared with no expenses for the nine
months ended September 30, 1998.  Sales and marketing  expenses consist of costs
associated  with  designing  and  marketing the  Company's  online  stores.  The
increase  primarily  reflected  the  commencement  of the  Company's  e-commerce
activities  in  January  1999,  an  increase  in the  number  of  employees  and
preliminary development of the Company's promotional materials. Payroll expenses
relating to merchandising,  helpdesk,  graphic design, advertising and promotion
department  employees were $66,009 for the nine months ended September 30, 1999.
Travel  expenses  for  conventions  and  presentations  were $7,696 for the nine
months ended September 30, 1999. The Company expects that sales, advertising and
marketing  expenses will continue to increase  significantly for the foreseeable
future as it continues to expand its operations.

General and Administrative Expenses. General and administrative expenses consist
of management  compensation,  rent,  professional  services,  telephone expense,
travel and other general corporate expenses. General and administrative expenses
were $425,299 for the nine months ended  September 30, 1999 compared with $2,079
of  expenses  for the nine  months  ended  September  30,  1998.  This  increase
reflected the hiring of additional management,  increased facilities charges and
substantially  increased  activity  levels  to  support  the  expansion  of  the
Company's  operations,  all of which  were  undertaken  in early  1999.  Payroll
expenses  relating to management and  administrative  personnel were $133,416 in
the nine months ended September 30, 1999. Professional fees were $136,402 in the
nine months  ended  September  30, 1999  reflecting  the cost of raising  funds,
signing of  agreements,  and  completing  the Company's  registration  document.
General office expenses,  including rent,  telephone and courier expenses,  were
$61,106 for the nine months ended September 30, 1999.  Travel and  accommodation
expenses were $56,106 in the nine months ended September 30, 1999.

Income Taxes. Shopping Sherlock has not generated any taxable income to date and
therefore has not paid any federal  income taxes since  inception.  Deferred tax
assets created primarily from net operating loss  carryforwards  have been fully
reserved as  management is unable to conclude  that future  realization  is more
likely than not.

Liquidity and Capital Resources

As at September 30, 1999, the Company's  consolidated cash position was $236,101
and the consolidated working capital was $248,340.

Since  inception,  the Company has financed its  operations  solely from capital
contributions from stockholders. During the nine months ended September 30, 1999
the Company  received  proceeds of $1,250,000 from the sale of common stock. The
Company  currently  has  sufficient  working  capital to support its  operations
through   January  2000,  and  it  recently   obtained  a  short-term  loan  for
approximately



                                       10
<PAGE>

$150,000  in order to support  its  operations  until  additional  financing  is
available.  From the proceeds of this  $150,000  loan,  the Company has advanced
$75,000  in the form of a  promissory  note to a third  party.  The  Company  is
currently in  negotiations  with the borrower to acquire  certain  assets of the
borrower.  There can be no assurance,  however,  that such an agreement  will be
entered  into by the Company  and the  borrower.  The Company is also  currently
exploring  additional  financing  alternatives,  including the  possibility of a
private  equity  offering of between $4.0 million to $7.5 million before January
2000 to fund the  Company's  working  capital  requirements  for the next twelve
months.  There  can be no  assurance,  however,  that  such  financing  will  be
available  to the  Company  or,  if it is,  that it will be  available  on terms
acceptable  to the  Company.  If the  Company is unable to obtain the  financing
necessary  to support  its  operations,  it may be unable to continue as a going
concern.

Net cash used in  operating  activities  was  $798,210 for the nine months ended
September  30, 1999,  including a net loss of $765,436.  The  Company's  current
operating  expenditures  are  approximately  $100,000  per month and the Company
plans to increase  its  operating  expenditures  to $500,000 a month in order to
expand its operations.  The Company begun generating  revenues in August of 1999
and  anticipates  that cash flow from  operations will be sufficient to fund its
cash requirements by December 2000.

The Company  incurred  capital  expenditures of $104,692 in the six months ended
September 30, 1999. These  expenditures are primarily for computer equipment and
furniture  and fixtures  associated  with the  Company's  continued new employee
growth, new facilities and continued systems development.

The Company has entered into a lease for its office  space  located in Bellevue,
Washington.  The Company's  future minimum payments on the lease are $10,338 for
the  remainder of 1999,  $41,352 for 2000 and $10,338 for the first three months
of 2001.

The Company  currently  has no  commitments  for any credit  facilities  such as
revolving  credit  agreements or lines of credit that could  provide  additional
working capital.  Based on its existing capital resources,  the Company believes
that it will be able to fund  operations  through  January  2000.  The Company's
capital  requirements  depend on several  factors,  including  the  success  and
progress of product  development  programs,  the resources devoted to developing
products,  the extent to which  products  achieve market  acceptance,  and other
factors.  The Company  anticipates that it will require  substantial  additional
financing to fund its working capital  requirements.  There can be no assurance,
however,  that  additional  funding will be available or, if available,  that it
will be available on terms acceptable to the Company.  If adequate funds are not
available,  it may not be able to continue  servicing  its  existing  e-business
services  client,  EYI,  or to develop new  clients in the  e-business  services
segment.  In addition,  the Company would likely be required to stop development
on its  Internet  websites  and  cease  operations  altogether.  There can be no
assurance  that the Company  will be able to raise  additional  cash if its cash
resources are exhausted.  The Company's ability to arrange such financing in the
future will depend in part upon the prevailing capital market conditions as well
as the Company's business performance.

The Company has been in the development stage since its inception. It has had no
significant  operating revenue to date, has accumulated losses of $768,515,  and
will require  additional  working  capital to complete its business  development
activities  and  generate  revenue  adequate  to  cover  operating  and  further
development expenses.  This raises substantial doubt as to the Company's ability
to continue as a going concern.

Non-Qualified Stock Options

As of  September  30,  1999,  the Company had  outstanding  non-qualified  stock
options to purchase 794,000 shares issued to various employees,  consultants and
directors  pursuant to the 1999 option  plan.  The  options  entitle  holders to
purchase common stock at a price of $5 or $6 depending on which year the options
vest.

Market Risk

Market risk inherent in financial  instruments outside the financial  statements
is considered immaterial.



                                       11
<PAGE>

Year 2000 Issue

The Year  2000  issue  arises  with the  change  in  century  and the  potential
inability  of  information  systems  to  correctly  "rollover"  dates to the new
century.  To save on computer storage space, many systems were programmed with a
two-digit  century (i.e.  December 31, 1999 would appears as 12/31/99)  assuming
that all years would be part of the 20th  century.  On January 1, 2000,  systems
with this  programming  will default to 01/01/1900  instead of  01/01/2000,  and
calculations  using or  reporting  the date will not be correct  and errors will
arise. To prevent this from occurring, information systems need to be updated to
ensure they recognize the Year 2000.

Since March 1999,  the Company has been assessing its exposure to risks relating
to the Year 2000 issue. These analysis and remediation issues are addressed in a
four-phase plan of action.

Phase I - Inventory and Risk  Assessment.  This Phase  requires an inventory and
assessment  of the  business  and  information  systems  used  by  the  Company,
including  desktop  hardware and software,  network  hardware and software,  and
telephone  systems.  The  Company  uses  Intel-based  PC  desktop  products.  In
connection  with a review of this hardware the Company has  determined  that all
systems are Year 2000  compliant and contain four digit date codes.  In addition
the  Company  uses  "off the  shelf"  software  for  desktop  applications.  The
Company's  existing  products are all Year 2000 compliant and contain four digit
date codes. As a result,  the Company  believes it has completed this Phase. The
Company's  Internet  websites  are Year 2000  compliant.  The  Company  utilizes
software  produced by Red Hat,  Inc.,  T.c.X.  DataKonsult  A.B., and the Apache
Group.  Red Hat, Inc. has advised the Company that it has been certified as Year
2000 compliant by an independent third party. The other parties have advised the
Company  that they are also Year 2000  compliant.  The  Company  has made  every
effort to use this  software in a way that is Year 2000  compliant.  The Company
does not have a formalized  contingency  plan in case the  software  provided by
these  companies  fails on January 1, 2000, or February 29, 2000.  However,  the
Company has tested its software to be compatible with other systems and believes
that it can switch with minimal effort and disruption should it need to.

Phase II - Remediation Cost Estimation. This Phase involves the analysis of each
Year 2000 compliance  issue,  determination of how such risks will be remediated
and the cost of such remediation.  As indicated, the Company does not anticipate
needing to replace any additional hardware or software. Because of the Company's
limited operating  history,  it has not incurred  significant time or expense in
connection with transferring data to any upgraded desktop software.  The Company
believes it has completed this Phase.

Phase III - Remediation.  This Phase  includes the  replacement or correction of
any necessary business or information  systems.  This Phase is complete for both
the information  technology systems and the non-information  technology business
systems of the Company.

Phase IV - Remediation  Testing.  This Phase includes the future date testing of
all remediation efforts made in Phase III to confirm that the changes made bring
the affected systems into compliance, no new problems have arisen as a result of
the remediation,  and that all new systems which replaced  non-compliant systems
are Year 2000  compliant  regardless  of  whether  vendors  represent  that such
systems are Year 2000  complaint.  The Company  believes it has  completed  this
Phase and is therefore Year 2000 compliant.

Third Party  Relationships.  Even if the internal systems of the Company are not
materially affected by the Year 2000 problem, the Company's business,  financial
condition and results of operations  could be materially  adversely  affected by
disruption in the operation of enterprises with which the Company interacts. The
Company currently relies or plans to rely on third-party companies in connection
with the  distribution  of products  contemplated  to be sold over its  Internet
websites,  credit card processing and other business functions. In addition, the
Company  intends to rely upon PLIC to provide  additional  marketing and support
services for the Company.  The Company has made  inquiries of all third  parties
with  which  it  does  business  and,  to  date,  has  received  responses  from
approximately 80% of such parties that their systems are Year 2000 compliant. Of
this  percentage,  approximately  75% have provided us written  confirmation  of
their compliance. The Company has not yet received responses from PLIC.



                                       12
<PAGE>

The Company  believes  that the expected cost and  availability  of resources to
recover  information  not properly  processed  after December 31, 1999, will not
exceed $20,000.  However, there can be no assurance that the Company's Year 2000
remediation  efforts  or those of third  parties  will be  properly  and  timely
completed,  and the failure to do so could have a material adverse effect on the
Company, its business,  results of operation,  and its financial  condition.  In
particular,  the Company has not yet completed  its  assessment of the Year 2000
readiness of its significant  third-party service providers.  Completion of this
assessment may result in the  identification of additional  issues,  which could
have a  material  adverse  effect on the  Company's  results of  operations.  In
addition,  important  factors  that could  cause  results  to differ  materially
include,  but are not limited  to, the  ability of the  Company to  successfully
identify  systems  which  have a Year  2000  issue,  the  nature  and  amount of
remediation  effort  required  to fix the  affected  system,  and the  costs and
availability  of labor  and  resources  to  successfully  address  the Year 2000
issues.

The  worst-case  scenario  pertaining to the Year 2000 issue would be an overall
failure of the Internet,  electronic and telecommunications  infrastructure.  In
addition, the systems and services provided by the Company's third-party vendors
may  fail  to be  Year  2000  compliant  despite  their  representations  to the
contrary.  The failure by these  entities  or systems to be Year 2000  compliant
could result in a systemic  failure  beyond the Company's  control,  which could
also prevent users from accessing the Company's Internet  websites,  which would
have a material adverse effect on the Company's business,  results of operations
and financial condition.

The Company is  continuing  to formulate its Year 2000  contingency  plans.  The
Company  views its  dependence  on critical  suppliers  and the  Internet as its
primary  exposure to potential Year 2000 concerns.  The Company will continue to
evaluate potential alternatives to reduce its dependence on those suppliers, and
secure alternate supplies in the event that any supplier experiences significant
business interruption as a result of Year 2000 or other concerns.

Recent Accounting Pronouncements
Accounting for Derivative Instruments and Hedging Activities.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities."  The Statement  establishes  accounting  and reporting
standards  requiring that every derivative  instrument  (including some types of
derivative  instruments  embedded in other contracts) be recorded in the balance
sheet as either an asset or liability  measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized  currently in
earnings unless specific hedge accounting  criteria are met. Special  accounting
for qualifying  hedges allows a derivative's  gains and losses to offset related
results on the hedged item in the income statement,  and requires that a company
must formally document,  designate, and assess the effectiveness of transactions
that receive hedge accounting.  SFAS 133 is effective for fiscal years beginning
after June 15,  2000 and must be applied to  instruments  issued,  acquired,  or
substantively  modified after December 31, 1997. The Company does not expect the
adoption  of the  accounting  pronouncement  to have a  material  effect  on its
financial position or results of operations.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company believes that it does not have any material  exposure to interest or
commodity  risks.  The Company is exposed to economic and  political  changes in
international  markets  where the Company  competes,  such as  inflation  rates,
recession,  foreign  ownership  restrictions,  domestic  and foreign  government
spending, budgetary and trade policies and other external factors over which the
Company has no control.



                                       13
<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 1.   LEGAL  PROCEEDINGS

          None.

ITEM 2.   CHANGES IN  SECURITIES AND USE OF PROCEEDS

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          No matters  were  submitted to a vote of security  holders  during the
          quarter covered by this report.

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               27.1     Financial Data Schedule

          (b)  Reports on Form 8-K

               No reports on Form 8-K were filed during the period.




                                       14
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has  duly  caused  this  report  on its  behalf  by the  undersigned
thereunto duly authorized.


                                    SHOPPING SHERLOCK, INC.



December 23, 1999                   /s/  PHILIP GARRETT
                                    -------------------------------------
                                    Philip Garratt, Chief Executive Officer


December 23, 1999                   /s/  PATRICK MCGRATH
                                    -------------------------------------
                                    Patrick McGrath, Chief Accounting Officer