UNITED STATES
                       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, 2000

                                       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


                                ASPI EUROPE, 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)


                                Two Union Square
                          601 Union Street, Suite 4200
                               Seattle, Washington
                                      98101
                    (Address of principal executive offices)

                                 (206) 652-3675
              (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 |X| No __

     The number of outstanding shares of common stock,  $0.001 par value, of the
registrant at October 31, 2000 was 7,063,116.



<PAGE>


                                ASPI EUROPE, INC.
                          (A Development Stage Company)
                             INDEX TO THE FORM 10-Q
                For the quarterly period ended September 30, 2000

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

  ITEM 1.  FINANCIAL STATEMENTS (unaudited)....................................................1

            Consolidated Condensed Balance Sheets..............................................1
            Consolidated Condensed Statements of Operations....................................2
            Consolidated Condensed Statements of Shareholders Deficit..........................3
            Consolidated Condensed Statements of Cash Flows....................................4
            Notes to Consolidated Condensed Financial Statements...............................5

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS...............................................................8

  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........................12


PART II  --  OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS..................................................................13

  ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS..........................................13

  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES....................................................13

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................13

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

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


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

</TABLE>



                                       ii
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
                                                                        September 30,       December 31,
                                                                            2000                1999
                                                                        (unaudited)
------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                <C>
ASSETS

Current Assets
   Cash and cash equivalents                                            $    34,247        $    93,127
   Restricted cash                                                               -              35,686
   Prepaid expenses and deposits                                              2,130             22,917
---------------------------------------------------------------------------------------------------------
Total Current Assets                                                         36,377            151,730

Net Assets to be Disposed                                                        -              86,098
---------------------------------------------------------------------------------------------------------

Total Assets                                                            $    36,377        $   237,828
---------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
   Accounts payable                                                     $    52,190        $    74,907
   Due to related party                                                      26,072             26,455
   Due to former related party                                               63,215             68,578
   Convertible note payable                                                 231,918            150,616
---------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                   373,395            320,556
---------------------------------------------------------------------------------------------------------
Shareholders' Deficit
   Common stock, $.001 par value; 50,000,000 shares authorized,
    7,063,116 and 9,000,000 issued and outstanding                            7,063              9,000
   Additional paid-in capital                                             2,215,578          1,131,579
   Deficit accumulated during the development stage                      (2,559,659)        (1,223,307)
---------------------------------------------------------------------------------------------------------
Total Shareholders' Deficit                                                (337,018)           (82,728)
---------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Deficit                             $    36,377        $   237,828
---------------------------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to consolidated condensed financial statements.



                                       1
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
      FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000
                             AND SEPTEMBER 30, 1999
                                   (Unaudited)


<TABLE>
                                         Cumulative Amounts
                                           for the period
                                           from Inception
                                          (August 17, 1984)     Three Months Ended September 30,     Nine Months Ended September 30,
                                        through September 30,
                                                2000                 2000           1999             2000                1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>             <C>            <C>                  <C>
OPERATING EXPENSES
 General and administrative                $      363,362        $   85,524      $   27,358     $    287,809         $   48,577
 Non-cash stock-based compensation                 68,334                 -               -           68,334                  -
  Financial consulting fee                      1,156,000                 -               -        1,156,000                  -
 Depreciation and amortization                      6,146                 -           2,028                -              3,973
 Interest expense (income), net                    91,988            30,156          (7,211)          63,365             (8,333)
------------------------------------------------------------------------------------------------------------------------------------

Total operating expenses                        1,685,830           115,680          22,175        1,575,508             44,217
------------------------------------------------------------------------------------------------------------------------------------
NET (GAIN) LOSS FROM DISCONTINUED
OPERATIONS                                        873,829                 -         287,360         (239,156)           721,219
------------------------------------------------------------------------------------------------------------------------------------
Net loss                                   $   (2,559,659)       $ (115,680)     $ (309,535)    $ (1,336,352)        $ (765,436)
------------------------------------------------------------------------------------------------------------------------------------

Net gain (loss) per share -
 Continuing operations                                           $    (0.02)          (0.00)        (0.21)                (0.01)
 Discontinued operations                                              (0.00)          (0.03)         0.03                 (0.11)
------------------------------------------------------------------------------------------------------------------------------------

Net loss per share - basic and diluted                           $    (0.02)     $    (0.03)    $   (0.18)           $    (0.12)
------------------------------------------------------------------------------------------------------------------------------------

Weighted average number of shares
  of common stock outstanding -
  basic and diluted                                               7,063,116       9,000,000      7,674,853            6,659,123
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to consolidated condensed financial statements.



                                       2
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

            CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIT
                                  (Unaudited )


<TABLE>


                                               Common Stock                           Deficit Accumulated
                                                                      Additional            During the
                                           Shares        Amount     Paid-in Capital    Development Stage      Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>         <C>                 <C>              <C>
ASPi Europe, Inc. Activities               100,000      $   100     $      900          $         -      $     1,000
(Formerly Shopping Sherlock, Inc.
and AIDA Industries, Inc.):
 Issuance of common stock for cash

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 - July 20,
   1998                                    900,000          900          1,179                    -            2,079

 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) - February 17, 1999      5,000,000        5,000        245,000                    -          250,000

Sale of common stock for cash
   ($1.00/share) - April 16, 1999        1,000,000        1,000        999,000                    -        1,000,000

Issuance of common stock for
   acquisition of Shopping Sherlock
   - Delaware - May 26, 1999             2,000,000        2,000         (2,000)                   -                -

Cash distributed to significant
   shareholder - May 26, 1999                    -            -       (150,000)                   -         (150,000)

Beneficial conversion discount of
   convertible debt - December 14,
   1999                                          -            -         37,500                    -           37,500

Net loss                                         -            -              -           (1,220,228)      (1,220,228)
-----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999               9,000,000        9,000      1,131,579           (1,223,307)         (82,728)

Conversion of convertible debt
   ($2.80/share) - January 21, 2000         63,116           63        151,415                    -          151,478

Compensation related to issuance of
   stock options - February 7, 2000              -            -         68,334                    -           68,334

Warrants issued relating to
   financial consulting fees -
   March 17, 2000                                -            -      1,156,000                    -        1,156,000

Redemption of common stock for
   software license - March 27,
   2000                                 (2,000,000)      (2,000)      (348,000)                   -         (350,000)

Beneficial conversion discount of
   convertible debt - May 17, 2000               -            -         31,250                    -           31,250

Beneficial conversion discount of
   convertible debt - July 12, 2000              -            -         25,000                    -           25,000

Net loss                                         -            -              -           (1,336,352)      (1,336,352)
-----------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2000              7,063,116      $ 7,063     $2,215,578          $(2,559,659)     $  (337,018)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to consolidated condensed financial statements.



                                       3
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
       FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000
                             AND SEPTEMBER 30, 1999
                                  (Unaudited )

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>


                                               Cumulative
                                               Amounts for
                                               the period
                                                  from
                                                Inception                   Three Months Ended                 Nine Months Ended
                                               (August 17,                    September 30,                      September 30,
                                                  1984),            ---------------------------------     --------------------------
                                                 Through
                                              September 30,
                                                   2000                2000               1999              2000             1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                <C>              <C>                <C>
Cash Flows From Operating Activities
 Net loss                                      $(2,559,659)       $   (115,680)      $ (309,535)      $ (1,336,352)      $ (765,436)
 Adjustments to reconcile net loss to net
    cash used in operating activities
 Discount amortization on convertible note
    payable                                         93,750              25,000                -             56,250                -
 Provision for losses on assets held for
    liquidation                                    130,463                   -                -             61,598                -
 Shares redeemed for sale of software
    license                                       (350,000)                  -                -           (350,000)               -
 Non-cash stock-based compensation                  68,334                   -                -             68,334                -
 Warrants issued relating to financial
    consulting fee                               1,156,000                   -                -          1,156,000                -
 Depreciation                                       32,957                   -           11,268                              18,468
 Change in assets and liabilities:
  Restricted cash                                        -              16,739                -             35,686                -
  Prepaid expenses and deposits                     (2,130)                236          (52,805)            20,787          (73,153)
  Accounts payable                                  52,190             (19,276)         (21,385)           (22,717)          21,911
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities           (1,378,095)            (92,981)        (372,457)          (310,414)        (798,210)
Cash Flows From Investing Activities
 Net (purchase) sale of furniture and
    equipment                                      (91,689)             22,500           (4,908)            24,500         (104,692)
 Increase in note receivable                       (71,731)                  -                -                  -                -
Net Cash Provided by (Used in) Investing
 Activities                                       (163,420)             22,500           (4,908)            24,500         (104,692)
------------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
 Proceeds from issuing common stock              1,253,079                   -                -                  -        1,250,000
 Proceeds from convertible notes payable           375,000             100,000                -            225,000                -
 Accrued interest on convertible note
    payable                                          8,396               5,343                -              7,780                -
 Advances from (payments to) related party          26,072             (19,641)               -               (383)               -
 Advances from (payments to) former
    related party                                   63,215                 280           19,693             (5,363)          39,003
 Distribution to shareholder                      (150,000)                  -                -                  -         (150,000)
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities        1,575,762              85,982           19,693            227,034        1,139,003
Net Increase (Decrease) in Cash and Cash
 Equivalents                                        34,247              15,501         (357,672)           (58,880)         236,101
Cash and Cash Equivalents, beginning of
 period                                                  -              18,746          593,773             93,127                -
------------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of period       $    34,247        $     34,247       $  236,101       $     34,247       $  236,101
------------------------------------------------------------------------------------------------------------------------------------
Non-cash Financing Activity
Conversion of note payable to common stock     $   151,478        $          -       $        -       $     151,47       $        -
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1.  BUSINESS DESCRIPTION

ASPi  Europe,  Inc.  (formerly  Shopping  Sherlock,  Inc.) ("the  Company")  was
incorporated in the State of Florida on August 17, 1984,  under the name of AIDA
Industries,  Inc. From its inception until July 20, 1998,  there was no activity
within the  Company.  On July 20,  1998,  the Company  amended  its  Articles of
Incorporation  to provide  for a thousand  to one  (1000:1)  stock split and was
quoted on the OTC Bulletin  Board.  The Company  began  operations in January of
1999, and on March 24, 1999, the Company changed its name from AIDA  Industries,
Inc. 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 its
website hosting and e-business services as well as developing its own e-commerce
website to sell  consumer  products  over the  Internet  through  discounts  and
purchase rebates to its customers. The Company acquired 100% of the common stock
of SSI in  exchange  for the  issuance  of a total of  2,000,000  shares  of the
Company's common stock to the stockholders of SSI, which primarily  consisted of
Premier  Lifestyles  International   Corporation  ("PLIC")  and  Stewart  Family
Partners (the "Partnership").

On  January 2,  2000,  the  Company's  board of  directors  decided to cease its
website hosting and e-business services as well as its e-commerce operations due
to a lack of working capital and disappointing financial results. On January 27,
2000, the Company  entered into the Stock  Redemption  and Settlement  Agreement
(the "Redemption  Agreement")  with PLIC, the  Partnership,  and Richard Stewart
under  which  the  Company  agreed  to  transfer  a  worldwide,   non-exclusive,
perpetual,  fully-paid-up  license to use,  distribute or make derivative  works
from  the  Company's   software   designed  to  operate  and  host  websites  in
consideration for the redemption of the 2,000,000 shares of the Company's common
stock that PLIC and the Partnership owned or had a right to purchase.

On March 14,  2000,  the  shareholders  of the Company at a special  shareholder
meeting approved of the terms of the Redemption  Agreement and, as a result, the
2,000,000  shares of common stock that PLIC and the  Partnership  owned or had a
right to purchase  were redeemed by the Company and were deemed  authorized  but
unissued shares of the Company pursuant to Florida law.

Due to the  Company's  lack of success in  launching  its  website  hosting  and
e-business services as well as its e-commerce  business,  the Company decided to
change its  business  focus and explore the  possibility  of  acquiring a viable
operating  company  in a  different  industry.  On March 8,  2000,  the  Company
announced  that it entered  into a letter of intent to acquire all of the issued
and outstanding  equity securities of it-softdialog AG ("ITAG"),  an established
information  technology  consulting company with its headquarters in Germany. In
anticipation of the closing of the proposed acquisition of ITAG, on May 2, 2000,
the  Company  received  shareholder  approval  to change its name from  Shopping
Sherlock, Inc. to ASPi Europe, Inc., and on May 5, 2000, the Company changed its
name to ASPi  Europe,  Inc.  On May 18,  2000,  the Company  announced  that the
proposed  acquisition  would  likely not proceed  according  to the terms of the
letter of intent,  and soon  thereafter  both parties  agreed to  terminate  any
further negotiations.

On July 5, 2000, the Company announced that it had entered into separate letters
of intent to acquire all of the issued and outstanding equity securities of Blue
Dragon  Technologies  GmbH, a web-based  software  solutions  consulting company
located in Germany, and WebTech Ltd., an information technology business located
in Bulgaria (the "Target Companies"),  which are owned by the same shareholders.
On September 1, 2000,  the Company  announced that it would not proceed with the
acquisition of the Target Companies.



                                       5
<PAGE>

On September 26, 2000, the shareholders of the Company at the annual shareholder
meeting approved of the redomicile of the Company's place of incorporation  from
Florida to Delaware.  The Company expects this redomicile to occur in the fourth
quarter of this year.

NOTE 2.  BASIS OF PRESENTATION

The accompanying  consolidated condensed financial statements of the Company are
unaudited  and  include,  in the  opinion of  management,  all normal  recurring
adjustments  necessary  to present  fairly the  consolidated  condensed  balance
sheets as of  September  30, 2000,  and the related  statements  of  operations,
shareholders  deficit  and  cash  flows  for  the  periods  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 (the "Commission").  These consolidated  condensed financial
statements  should be read in conjunction with the Company's fiscal 1999 audited
consolidated  financial statements and the related notes thereto included in the
Company's Form 10-K filed with the Commission on March 30, 2000.

The Company has been in the development stage since its inception. It has had no
significant  operating revenue to date, has accumulated losses of $2,559,659 and
will require additional working capital to sustain its minimal operations. These
circumstances raise substantial doubt as to the Company's ability to continue as
a going concern.

NOTE 3.  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,  2000,  the  Company had  outstanding  options to purchase
160,000  shares of common  stock and  outstanding  warrants to  purchase  50,000
shares of common  stock which were not included in the  calculation  of loss per
share as their effect was anti-dilutive.

NOTE 4.  ISSUANCE OF SECURITIES

On January 21, 2000, the 10%  subordinated  convertible  note,  representing the
principal  amount of $150,000 and the related  accrued  interest,  was converted
into 63,116 shares of the Company's  common stock.  The conversion ratio was 80%
of the last reported sale price of the Company's common stock as reported on the
OTC Bulletin Board on the date of conversion.

 On March 15, 2000, the Company entered into an agency agreement with DJ Limited
("DJL") and issued 50,000 warrants to DJL to purchase the Company's common stock
at a purchase price of $14.50 per share. These warrants will expire on March 15,
2005. The agency  agreement,  which expired on June 16, 2000,  called for DJL to
raise capital for the Company,  on a best efforts  basis,  to close the proposed
acquisition of ITAG and provide  additional  working capital.  The warrants were
issued as  compensation  for  undertaking  the  capital  raising  efforts of the
Company. The warrants were accounted for under EITF 96-18 "Accounting for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction  with  Selling,  Goods or Service" such that the relative fair value
ascribed to the warrants will be measured under the  Black-Scholes  method.  The
Company  recorded  $1,156,000 as a financial  consulting  fee and  additional to
paid-in capital for the first quarter ended March 31, 2000.

NOTE 5.  CONVERTIBLE NOTES PAYABLE

On May 17, 2000,  the Company  received  proceeds of $125,000 by entering into a
10% subordinated  convertible note with Manhattan Investments  Incorporated (the
"Manhattan  Note"),  which,  along with accrued interest,  was due on August 31,
2000.  The note is  convertible  at the  option of the holder at 80% of the last
reported  sale  price  of the  Company's  common  stock as  reported  on the OTC
Bulletin  Board on the date of  conversion.  The quoted price for the  Company's
stock on May 17, 2000 was $9.75,  resulting  in a deemed  beneficial  conversion
feature and discount of $31,250,  which was recorded as an interest  expense and
an increase to additional paid-in capital.  On October 12, 2000, the Company and
Manhattan Investments Incorporated agreed in writing to extend the maturity date
of the Manhattan Note to July 31, 2001.



                                        6
<PAGE>

On July 12, 2000, the Company  received  proceeds of $100,000 by entering into a
10% subordinated  convertible note with The Atlantic Trust, which is due on July
31, 2001. The note is convertible at the option of the holder at 80% of the last
reported  sale  price  of the  Company's  common  stock as  reported  on the OTC
Bulletin  Board on the date of  conversion.  The quoted price for the  Company's
stock on July 12, 2000 was $6.82,  resulting in a deemed  beneficial  conversion
feature and discount of $25,000,  which was recorded as an interest  expense and
an  increase  to  additional  paid-in  capital.  Interest  on the note is due on
January 31, 2001 and July 31, 2001.

NOTE 6.  RECLASSIFICATION

The  Company  has  reclassified   amounts  presented  in  prior  year  financial
statements  to  properly   disclose  the  operating  results  of  the  Company's
discontinued operations.


















                                       7

<PAGE>

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

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,  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  difficulty  in  predicting
future  performance,   history  of  losses,   need  for  additional   financing,
uncertainty  about its ability to continue as a going  concern,  risk related to
future  acquisitions  and strategic  alliances,  dependence on key personnel and
directors'  and  officers'  involvement  in  other  projects.  Other  risks  and
uncertainties  are described in the Company's  10-K filed with the Commission on
March 30, 2000. "We," "our," "us" and the "Company" refer to ASPi Europe,  Inc.,
our subsidiary,  and the Company's former corporate names AIDA Industries,  Inc.
and Shopping Sherlock, Inc.

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  ("SSI"),  for the
purpose of  developing  and  implementing  its website  hosting  and  e-commerce
services  as well as  developing  its own  e-commerce  website to sell  consumer
products  over the  Internet  through  discounts  and  purchase  rebates  to its
customers.  The Company acquired 100% of the common stock of SSI in exchange for
the issuance of a total of 2,000,000 shares of the Company's common stock to the
stockholders   of  SSI,  which   primarily   consisted  of  Premier   Lifestyles
International   Corporation   ("PLIC")   and  Stewart   Family   Partners   (the
"Partnership").  At the time of the acquisition,  the controlling shareholder of
SSI was Richard Stewart and, as a result of the acquisition,  Mr. Stewart became
a director and 20% shareholder of the Company. Mr. Stewart is also the President
and Chief Executive Officer of PLIC.

Due to a lack of working capital and  disappointing  financial results in fiscal
year 1999, however,  the Company's board of directors decided on January 2, 2000
that it would cease its website  hosting and e-business  services as well as its
e-commerce  operations.  The  Company's  operations  did not  generate  material
traffic or revenues in the fiscal year ended  December 31, 1999, and its efforts
to raise  additional  significant  sources of capital  were  unsuccessful.  As a
result,  the  Company  decided to  conserve  its  remaining  cash  reserves  and
terminated  office  leases,   reduced  staff,   terminated  all  management  and
consulting  contracts,  and significantly  reduced resources directed at keeping
its e-commerce site operational.

On  January  27,  2000,  the  Company  entered  into the  Stock  Redemption  and
Settlement Agreement (the "Redemption Agreement") with PLIC, the Partnership and
Richard  Stewart  under  which the  Company  agreed  to  transfer  a  worldwide,
non-exclusive,  perpetual,  fully-paid-up  license  to use,  distribute  or make
derivative  works from the  Company's  software  designed  to  operate  and host
websites in consideration  for the redemption of approximately  2,000,000 shares
of common  stock by the  Company  that PLIC and the  Partnership  owned or had a
right to purchase.

On March 14, 2000, the  shareholders  of the Company,  at a special  shareholder
meeting, approved of the terms of the Redemption Agreement and, as a result, the
2,000,000  shares of common stock were deemed  authorized but unissued shares of
the Company  pursuant to Florida law. The software license had a deemed value of
approximately  $350,000 based on the actual expenditures incurred by the Company
to develop the software in 1999.

Due to the  Company's  lack of success in  launching  its  website  hosting  and
e-business services and its e-commerce operations, the Company decided to change
its business focus and explore the  possibility of acquiring a viable  operating
company in a different industry. On March 8, 2000, the Company announced that it
entered  into a letter of intent to acquire  all of the  issued and  outstanding
equity  securities  of ITAG.  In  anticipation  of the  closing of the  proposed
acquisition of ITAG, the Company received  shareholder  approval on May 2, 2000,
to change its name



                                       8
<PAGE>

from  Shopping  Sherlock,  Inc. to ASPi Europe,  Inc.,  and on May 5, 2000,  the
Company  changed  its name to ASPi  Europe,  Inc. On May 18,  2000,  the Company
announced that the proposed  acquisition  would likely not proceed  according to
the terms of the letter of intent,  and soon  thereafter  both parties agreed to
terminate any further negotiations.

On July 5, 2000, the Company announced that it had entered into separate letters
of intent to acquire all of the issued and outstanding  equity securities of the
Target Companies.  On September 1, 2000, the Company announced that it would not
proceed with the acquisition of the Target Companies.

The Company  anticipates  that it will require up to an  additional  $180,000 in
order to fund minimum  operations over the next twelve (12) months.  The Company
currently  has  sufficient  working  capital  to  support  its  current  minimum
operations  through November 2000. The Company is currently  seeking  additional
financing.  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.

Results of Operations

In January 2000, the Company's wholly owned subsidiary, SSI, became inactive due
to the curtailing of substantially all operations of the Company.  All remaining
administration  operations  of the  Company  will  be  performed  in the  parent
company.

For the Nine Months Ended  September  30, 2000 Compared to the Nine Months Ended
September 30, 1999

Net Gain/Loss From Discontinued Operations. The Company ceased substantially all
of its  operations  on  January  3, 2000  and,  as a result,  has  combined  all
operating   revenues  and  expenses  related  to  the  previous  business  under
discontinued  operations.  The  Company  incurred  a net gain from  discontinued
operations of $239,156 for the nine months ended  September  30, 2000,  compared
with a net loss of $721,219 for the nine months ended September 30, 1999.

These amounts  include a gain on the sale of a software  license of $350,000 for
the nine months ended  September 30, 2000,  compared with no gain on the sale of
software  licenses for the nine months  ended  September  30, 1999.  The Company
generated  no revenue  from  discontinued  operations  for the nine months ended
September 30, 2000,  compared  with $33,149 for the nine months ended  September
30, 1999. The Company incurred $15,812 for the cost of revenue from discontinued
operations for the nine months ended  September 30, 2000,  compared with $11,256
for the nine months ended September 30, 1999. The Company  incurred  $10,979 for
technical and system development  expenses from discontinued  operations for the
nine months ended September 30, 2000, compared with $239,539 for the nine months
ended  September 30, 1999. The Company  incurred  $5,305 for sales and marketing
expenses from  discontinued  operations for the nine months ended  September 30,
2000,  compared with $112,356 for the nine months ended  September 30, 1999. The
Company   incurred  $42,883  for  general  and   administrative   expenses  from
discontinued  operations for the nine months ended September 30, 2000,  compared
with  $391,217 for the nine months ended  September  30, 1999.  The Company also
wrote down the value of a loan to a  third-party  by $35,865 for the nine months
ended September 30, 2000,  which  represents the amount  management  believes is
collectable,  compared  with no  such  write  down  for the  nine  months  ended
September 30, 1999.

Technical and system development  expenses from discontinued  operations 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 and operations.  The significant  costs were payroll and consulting
expenses of $7,637 for the nine months ended  September 30, 2000,  compared with
$165,755 for the nine months ended September 30, 1999.

Sales and  marketing  expenses  from  discontinued  operations  consist of costs
associated  with designing and marketing the Company's  online  stores.  Payroll
expenses relating to merchandising,  helpdesk,  graphic design,  advertising and
promotion  department  employees were $2,970 for the nine months ended September
30, 2000, compared with $66,009 for the nine months ended September 30, 1999.



                                       9
<PAGE>

General and  administrative  expenses from  discontinued  operations  consist of
management,  compensation,  rent for the  research and  development  facilities,
professional services, and travel. Payroll expenses from discontinued operations
relating to management  and  administrative  personnel  were $2,257 for the nine
months ended  September  30, 2000,  compared  with  $133,416 for the nine months
ended September 30, 1999.  Professional fees from  discontinued  operations were
$35,700 for the nine months ended September 30, 2000, compared with $136,402 for
the nine months ended September 30, 1999,  reflecting the cost of raising funds,
signing of agreements,  and completing the Company's  regulatory filings.  There
were no travel and  accommodation  expenses for the nine months ended  September
30, 2000, compared with $56,106 for the nine months ended September 30, 1999.

General and Administrative Expenses. General and administrative expenses consist
of rent,  secretarial  services,  telephone  expense and other general corporate
expenses.  General and administrative expenses were $287,809 for the nine months
ended  September  30,  2000,  compared  with  $48,577 for the nine months  ended
September 30, 1999. This increase reflected the substantial increase in activity
related to the new  direction of the Company and the review of various  business
opportunities.  Professional  fees  were  $162,904  for the  nine  months  ended
September 30, 2000, compared with no professional fees for the nine months ended
September 30, 1999. The  professional  fees relate to the costs of the Company's
regulatory  filings and the costs  associated  with the  proposed  acquisitions.
General office expenses,  including rent,  telephone and courier expenses,  were
$26,452 for the nine months ended September 30, 2000,  compared with $48,577 for
the nine months ended  September 30, 1999.  Management fees were $27,000 for the
nine months ended  September 30, 2000,  compared with no management fees for the
nine months  ended  September  30,  1999.  The  Company  wrote down the value of
certain fixed assets and recorded an estimated loss on their disposal of $22,557
for the nine months ended September 30, 2000, compared with no loss for the nine
months ended September 30, 1999. Travel and accommodation  expenses were $30,478
for the nine  months  ended  September  30,  2000,  compared  with no travel and
accommodation expenses for the nine months ended September 30, 1999.

Non-cash stock-based compensation.  Non-cash stock-based compensation costs were
$68,334 for the nine months ended September 30, 2000,  compared with no non-cash
stock-based compensation costs for the nine months ended September 30, 1999. The
cost is due to the grant of 20,000  options to management of the Company  during
the first quarter of 2000.  The charge  represents  the  difference  between the
reported sale price of our common stock as reported on the OTC Bulletin Board on
the date of grant and the exercise price of the option. This amount is presented
as an addition to additional paid-in capital.

Financial consulting fees. A financial consulting fee of $1,156,000 was recorded
for the nine  months  ended  September  30,  2000,  compared  with no  financial
consulting  fees for the nine months ended September 30, 1999. The fee is due to
the  issuance  of 50,000  warrants  to DJL  during  the first  quarter  of year,
pursuant  to an agency  agreement  whereby DJL was to raise  capital,  on a best
efforts basis, for the Company. The fee represents the valuation of the warrants
based on the Black Scholes method as at issuance. This amount is presented as an
addition to additional paid-in capital.

Depreciation and amortization.  During the nine months ended September 30, 2000,
the Company wrote down the value of its fixed assets to their estimated disposal
value  resulting in no  depreciation  or  amortization  expenses,  compared with
$3,973 in  depreciation  and  amortization  expenses  for the nine months  ended
September 30, 1999.

Interest,  net.  Net  interest  costs were  $63,365  for the nine  months  ended
September 30, 2000,  including $56,250 for the beneficial  conversion feature on
the  subordinated  convertible  debt  issued  during the  period,  and $7,780 in
accrued interest on the notes outstanding. This compares with $8,333 in interest
income for the nine months ended September 30, 1999.

Income  Taxes.  The Company 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.



                                       10
<PAGE>

For the Three Months Ended September 30, 2000 Compared to the Three Months Ended
September 30, 1999

Net Gain/Loss From Discontinued Operations. The Company ceased substantially all
of its  operations  on  January  3, 2000  and,  as a result,  has  combined  all
operating   revenues  and  expenses  related  to  its  previous  business  under
discontinued  operations.  For the three months ended  September  30, 2000,  the
Company incurred no expenses relating to its previous business and, as a result,
recorded no losses from  discontinued  operations.  In  comparison,  the Company
recorded a net loss of $287,360 for the three months  ended  September  30, 1999
when it was operating its previous business.

The net loss from  discontinued  operations for the three months ended September
30, 1999, consisted of revenues, cost of revenues, and expenses in technical and
systems  development,  sales  and  marketing,  and  general  and  administrative
activities.   The  Company   generated  $33,149  in  revenue  from  discontinued
operations for the three months ended  September 30, 1999 for website design and
e-business  services.  The Company incurred $11,256 for the cost of revenue from
discontinued  operations for the three months ended  September 30, 1999 relating
to the  revenue  earned in website  design.  Technical  and  system  development
expenses from  discontinued  operations for the three months ended September 30,
1999 were  $102,215 for employee  compensation  and the cost of  developing  and
improving  store  content,  Internet  connectivity  and  operations.  Sales  and
marketing  expenses  from  discontinued  operations  for the three  months ended
September 30, 1999 were $58,171 for payroll expenses  relating to merchandising,
helpdesk, graphic design, advertising and promotion.  General and administrative
expenses from  discontinued  operations for the three months ended September 30,
1999 were  $148,867  for  management  compensation,  rent for the  research  and
development facilities, professional services, and travel.

General and Administrative Expenses. General and administrative expenses consist
of rent,  secretarial  services,  telephone  expense and other general corporate
expenses.  General and administrative expenses were $85,524 for the three months
ended  September  30,  2000,  compared  with  $27,358 for the three months ended
September 30, 1999. This increase reflected the substantially increased activity
related to proposed  acquisitions.  Professional fees were $50,761 for the three
months ended  September  30, 2000,  compared with no  professional  fees for the
three months ended September 30, 1999. The professional fees relate to the costs
of the Company's  regulatory  filings and the costs associated with the proposed
acquisitions.  General office  expenses,  including rent,  telephone and courier
expenses,  were $8,802 for the three months ended  September 30, 2000,  compared
with $27,358 for the three months ended September 30, 1999. Management fees were
$9,000  for  the  three  months  ended  September  30,  2000,  compared  with no
management fees for the three months ended September 30, 1999.

Non-cash stock-based compensation.  The Company recorded no non-cash stock-based
compensation costs for the three months ended September 30, 2000 and 1999.

Financial consulting fees. The Company recorded no financial consulting fees for
the three months ended September 30, 2000 and 1999.

Depreciation and amortization. During the three months ended September 30, 2000,
the Company  incurred no depreciation or  amortization  expenses,  compared with
$2,028 in  depreciation  and  amortization  expenses  for the three months ended
September 30, 1999.

Interest,  net.  Net  interest  costs were  $30,156,  including  $25,000 for the
beneficial conversion feature on the subordinated convertible debt issued during
the quarter and $5,343 in accrued  interest on the notes,  for the three  months
ended September 30, 2000,  compared with $7,211 in interest income for the three
months ended September 30, 1999.

Income  Taxes.  The Company 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.



                                       11
<PAGE>

Liquidity and Capital Resources

As at September 30, 2000, the Company's  consolidated cash position was $34,247,
and the  consolidated  working  capital  deficit was  $337,018  compared  with a
consolidated cash position of $93,127 and a consolidated working capital deficit
of $168,826 as at December 31, 1999.

Since   inception,   the  Company  has  financed  its  operations  from  capital
contributions  from  shareholders  and the issuance of subordinated  convertible
notes. On May 17, 2000, the Company issued a $125,000  subordinated  convertible
note due on August 31,  2000.  On October 12,  2000,  the Company and  Manhattan
Investments  Incorporated  agreed in writing to extend the maturity  date of the
Manhattan Note to July 31, 2001. On July 12, 2000, the Company issued a $100,000
subordinated  convertible  note due July 31,  2001.  On January  21,  2000,  the
$150,000 subordinated  convertible note, originally issued on December 14, 1999,
was  converted  into 63,116 shares of the  Company's  common stock.  The Company
currently  has  sufficient  working  capital  to  support  its  current  minimum
operations  through November 2000. The Company  anticipates that it will require
an  additional  $180,000 in order to fund the minimum  operations of the Company
over the next twelve (12) 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.  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.

Net cash used in  operating  activities  was $92,981 for the three  months ended
September  30, 2000,  compared to $372,457 for the three months ended  September
30,  1999,  including  a net loss of $115,680  and  $309,535  respectively.  The
decrease in net cash used in operating  activities is due to the discontinuation
of operations.  The Company's current  operating  expenditures are approximately
$15,000 per month.

The Company had sales of capital  assets of $22,500 for the three  months  ended
September  30, 2000,  compared to capital  expenditures  of $4,908 for the three
months ended  September 30, 1999. The sale of assets  represented  the remaining
assets the Company held for  disposition.  The sale was made to a company with a
common director of the Company.

On January 24,  2000,  the  Company  terminated  its lease for the office  space
located in Bellevue,  Washington. On February 24, 2000, the Company entered into
a lease for office  space  located in Seattle,  Washington.  The future  minimum
payments on the lease are $4,260 for 2000.  This lease may be terminated upon 60
days written notice.

Non-Qualified Stock Options

As of  September  30,  2000,  the Company had  outstanding  non-qualified  stock
options to purchase  160,000  shares of the  Company's  common  stock  issued to
various employees,  consultants and directors pursuant to its stock option plan.
These stock options entitle holders to purchase common stock at a price of $5 or
$6  depending  on which year the stock  options  vest.  The  Company has 840,000
shares available for future issuance pursuant to its 1999 Stock Option Plan.


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 does not own any derivative  instruments,  does not
engage in any hedging  transactions and does not have any outstanding  long-term
debt.



                                       12
<PAGE>

PART II  --  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          Section 4(2) Offering to Manhattan Investments Incorporated

          On May 17, 2000,  the Company  entered into a subordinate  convertible
          note for the principal amount of $125,000 with an interest rate of 10%
          with Manhattan  Investments  Incorporated (the "Manhattan  Note"). The
          principal  and accrued and unpaid  interest on the  Manhattan  Note is
          convertible  at the option of the noteholder at any time at 80% of the
          last reported sale price of the Company's  common stock as reported on
          the OTC  Bulletin  Board  on the date of  notice  of  conversion.  The
          Manhattan  Note was due on August 31, 2000.  On October 12, 2000,  the
          Company and Manhattan  Investments  Incorporated  agreed in writing to
          extend the maturity date of the Manhattan Note to July 31, 2001.

          These  securities  have been  issued  pursuant  to an  exemption  from
          registration under Section 4(2) of the Securities Act. In relying upon
          such  exemption  (i)  the  Company  did  not  engage  in any  "general
          solicitation,"   (ii)  the  purchaser   represented  and  the  Company
          reasonably  believed  that it had such  knowledge  and  experience  in
          financial  matters such that it was capable of  evaluating  the merits
          and  risks  of the  prospective  investment  and was  able to bear the
          economic  risk of such  investment,  (iii) the  purchaser was provided
          access  to all  necessary  and  adequate  information  to  enable  the
          purchaser  to  evaluate  the  financial  risk  inherent  in  making an
          investment,   (iv)  the  offer  was  part  of  agreement  to  repay  a
          subordinate  convertible  note  and  as  such  was  made  only  to the
          purchaser, and (v) the purchaser represented that, if the subordinated
          convertible  note was converted into the Company's  common shares,  it
          would be acquiring the shares for itself and not for distribution.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          The annual  meeting of  shareholders  was held on September  26, 2000,
          where the  shareholders  of the Company (i) approved the redomicile of
          the Company's place of  incorporation  from Florida to Delaware,  (ii)
          elected Jasbir Dhaliwal,  Raeanne Steele, and Damon Poole as directors
          of  the  Company  and  (iii)  appointed  of  BDO  Seidman,  LLP as the
          Company's   independent  auditors  for  fiscal  year  2000,  with  the
          shareholders voting in the following manner:

          PROPOSAL  1: To  approve  the  redomicile  of the  Company's  place of
          incorporation from Florida to Delaware.

          For                       4,351,616
          Against                   5,450
          Abstain                   2,706,050
          Broker Non-vote           -

          PROPOSAL 2: To elect Jasbir  Dhaliwal,  Damon Poole and Raeanne Steele
          to the Company's board of directors.



                                       13
<PAGE>

          For Jasbir Dhaliwal                                  4,357,066
          Withhold authority to vote for Jasbir Dhaliwal       -
          Abstain                                              2,706,050
          Broker Non-vote                                      -


          For Damon Poole                                      4,357,066
          Withhold authority to vote for Damon Poole           -
          Abstain                                              2,706,050
          Broker Non-vote                                      -


          For Raeanne Steele                                   4,357,066
          Withhold authority to vote for Raeanne Steele        -
          Abstain                                              2,706,050
          Broker Non-vote                                      -

          PROPOSAL 3: To ratify the selection of BDO Seidman, LLP as independent
          auditors for the Company for the fiscal Year 2000.

          For                       4,357,066
          Against                   -
          Abstain                   2,706,050
          Broker Non-vote           -


ITEM 5.   OTHER INFORMATION

          None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               Exhibit
               Number           Description
               ------           -----------
                10.21           First Allonge to the Promissory Note dated
                                May 17, 2000 made by ASPi Europe, Inc. in favor
                                of Manhattan Investments Incorporated dated
                                October 12, 2000

                27.1            Financial Data Schedule

                99.1            Risk Factors

          (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.


                                        ASPI EUROPE, INC.



November 7, 2000                        /s/ Damon Poole
                                        ---------------------------------------
                                        Damon Poole, Chief Executive Officer


November 7, 2000                        /s/ Patrick McGrath
                                        ---------------------------------------
                                        Patrick McGrath, Chief Financial Officer















                                       15
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number         Description
------         -----------
10.21          First Allonge to the  Promissory  Note dated May 17, 2000 made by
               ASPi Europe, Inc. in favor of Manhattan Investments  Incorporated
               dated October 12, 2000

27.1           Financial Data Schedule

99.1           Risk Factors