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 June 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 August 1, 2000 was 7,063,116.


<PAGE>

                                ASPI EUROPE, INC.

                             INDEX TO THE FORM 10-Q
                  For the quarterly period ended June 30, 2000

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

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

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

               Consolidated Statements of Operations..............................................2

               Consolidated Statements of Shareholders Deficit....................................3

               Consolidated Statements of Cash Flows..............................................4

               Notes to Consolidated 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............................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.......................................................15

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................15

  ITEM 5.  OTHER INFORMATION.....................................................................13

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................................13

SIGNATURES.......................................................................................14

</TABLE>


<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

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

Current Assets
   Cash and cash equivalents                                                       $       18,746       $     93,127
   Restricted cash                                                                         16,739             35,686
   Prepaid expenses and deposits                                                            2,366             22,917
-----------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                       37,851            151,730

Net Assets to be Disposed                                                                  22,500             86,098
-----------------------------------------------------------------------------------------------------------------------
Total Assets                                                                       $       60,351       $    237,828
-----------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
   Accounts payable                                                                $      123,966       $     74,907
   Due to related party                                                                    56,148             95,033
   Convertible note payable                                                               126,575            150,616
-----------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                 306,689            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                                                           2,190,578          1,131,579
   Deficit accumulated during the development stage                                    (2,443,979)        (1,223,307)
-----------------------------------------------------------------------------------------------------------------------
Total Shareholders' Deficit                                                              (246,338)           (82,728)
-----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Deficit                                        $       60,351       $    237,828
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       1
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND JUNE 30, 1999
                                   (Unaudited)




<TABLE>
                                            Cumulative Amounts
                                              for the period
                                              from Inception      Three Months Ended June 30,        Six Months Ended June 30,
                                           (August 17, 1984)      ---------------------------        -------------------------
                                           through June 30,
                                                  2000               2000           1999              2000              1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>               <C>             <C>               <C>
OPERATING EXPENSES
 General and administrative               $     277,838         $   75,255        $  10,913       $   202,285       $  21,219
 Non-cash stock-based compensation               68,334                  -                -            68,334               -
  Financial consulting fee                    1,156,000                  -                -         1,156,000               -
 Depreciation and amortization                    6,146                  -            1,321                 -           1,945
 Interest expense (income), net                  61,832             32,709           (1,122)           33,209          (1,122)
-------------------------------------------------------------------------------------------------------------------------------
Total operating expenses                      1,570,150            107,964           11,112         1,459,828          22,042
-------------------------------------------------------------------------------------------------------------------------------
NET (GAIN) LOSS FROM DISCONTINUED
OPERATIONS                                      873,829                  -          298,717          (239,156)        433,859
-------------------------------------------------------------------------------------------------------------------------------
Net loss                                  $  (2,443,979)        $ (107,964)       $(309,829)      $(1,220,672)      $(455,901)
-------------------------------------------------------------------------------------------------------------------------------
Net gain (loss) per share -
 Continuing operations                                          $    (0.02)       $   (0.00)      $     (0.19)          (0.00)
 Discontinued operations                                             (0.00)           (0.04)             0.03           (0.08)
-------------------------------------------------------------------------------------------------------------------------------
Net loss per share - basic and diluted                          $    (0.02)       $   (0.04)      $     (0.16)          (0.08)
-------------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares
  of common stock outstanding -
  basic and diluted                                              7,063,116        7,596,416         7,797,925       5,458,922
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>



          See accompanying notes to consolidated financial statements.



                                       2
<PAGE>


                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                  (Unaudited )

<TABLE>

                                                                                         Deficit
                                                                                       Accumulated
                                             Common Stock            Additional        During the
                                         Shares        Amount      Paid-in Capital  Development Stage      Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>          <C>               <C>                 <C>
ASPi Europe, Inc. Activities
(Formerly Shopping Sherlock, Inc.
and AIDA Industries, Inc.):
 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 - 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

Net loss                                         -          -                -         (1,220,672)      (1,220,672)
-----------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2000                   7,063,116   $  7,063       $2,190,578       $ (2,443,979)      $ (246,338)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND JUNE 30, 1999
                                  (Unaudited )


<TABLE>
                                        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                   Cumulative Amounts
                                                   for the period from
                                                        Inception
                                                   (August 17, 1984),   Three Months Ended June 30,      Six Months Ended June 30,
                                                          through       ---------------------------      -------------------------
                                                      June 30, 2000        2000           1999             2000          1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>             <C>            <C>             <C>
Cash Flows From Operating Activities
   Net loss                                        $  (2,443,979)      $  (107,964)    $  (309,829)   $ (1,220,672)    $  (455,901)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Discount amortization on convertible note
          payable                                         68,750            31,250               -          31,250               -
       Provision for losses on assets held for
          liquidation                                    130,463            20,335               -          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                 -           6,088               -           7,200
       Change in assets and liabilities:
         Restricted cash                                 (15,135)              512          22,994          20,551         (20,348)
         Prepaid expenses and deposits                    26,142           (42,497)        (14,276)         49,059          43,296
         Accounts payable                                 93,854             1,134               -          18,947               -
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                 (1,232,614)          (97,230)       (295,023)       (164,933)       (425,753)
------------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
   (Purchase) sale of furniture and equipment           (114,189)                -         (60,277)          2,000         (99,784)
   Increase in note receivable                           (71,731)                -               -               -               -
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Investing                (185,920)                -         (60,277)          2,000         (99,784)
Activities
------------------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
   Proceeds from issuing common stock                  1,253,079                 -          67,682               -       1,250,000
   Proceeds from convertible note payable                275,000           125,000               -         125,000               -
   Accrued interest on convertible note payable            3,053             1,575               -           2,437               -
   Advances from (payments to) related party              56,148           (42,315)         11,810         (38,885)         19,310
   Distribution to shareholder                          (150,000)                -        (150,000)              -        (150,000)
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities              1,437,280            84,260         (70,508)         88,552       1,119,310
------------------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash
Equivalents                                               18,746           (12,970)       (425,808)        (74,381)        593,773

Cash and Cash Equivalents, beginning of period                 -            31,716       1,019,581          93,127               -
------------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, end of period           $      18,746       $    18,746     $   593,773    $     18,746     $   593,773
------------------------------------------------------------------------------------------------------------------------------------
Non-cash Financing Activity

Conversion of note payable to common stock         $    151,478        $         -     $         -    $    151,478     $         -
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

                                ASPI EUROPE, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED 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 were
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.
The tentative  terms for these  acquisitions  involve the Company  issuing up to
500,000 shares of its common stock and securing at least $1.0 million in funding
for the Target Companies prior to closing the transactions in



                                       5
<PAGE>

consideration  for  all of the  issued  and  outstanding  shares  of the  Target
Companies. There can be no assurance, however, that the transaction contemplated
will be  completed  between  the  Company  and the Target  Companies  or will be
completed on the terms as set forth above.

NOTE 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 June 30, 2000,
and the related  statements of operations,  shareholders  deficit 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 (the "Commission").  These
condensed  consolidated  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 $2,443,979 and
will require additional working capital to complete its proposed  acquisition of
the Target  Companies.  This fact raises  substantial  doubt as to the Company's
ability to continue as a going concern.

NOTE 3.  INCOME TAXES

The Company  records its provision for income taxes using the liability  method.
Under this method deferred tax assets and  liabilities  are recognized  based on
the  anticipated  future tax effects  arising from the  differences  between the
financial  statement  carrying  amounts  of  assets  and  liabilities  and their
respective tax bases.

NOTE 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 June 30, 2000,  the Company had  outstanding  options to purchase  205,000
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 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  shares  of the
Company's common stock. At the time of 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.  Because of the common ownership
between SSI and PLIC, and the fact that the majority shareholder of SSI and PLIC
held a continuing equity position in the Company in excess of 10%, the marketing
agreement acquired was assigned no value in the Company's financial  statements.
The $150,000 paid to SSI was recorded as a capital  distribution to shareholders
in the consolidated financial statements of the Company.

NOTE 6.  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.



                                       6
<PAGE>

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 7.  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,
which,  along with  accrued  interest,  is 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 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 will be 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 8.  RECLASSIFICATION

The Company has reclassified its prior year financial  statements to present the
operating results as a discontinued operation.





                                       7
<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,  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, 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,  directors'  and officers'
involvement in other  projects,  and factors  related to the Company's  proposed
acquisition  of  the  Target  Companies.  Risks  associated  with  the  proposed
acquisition  include,  but are not  limited  to:  the Target  Companies  limited
operating  history,  dependence on key  personnel,  reliance on key  third-party
relationships,  risks  involving the management of growth,  product  development
risks and risks of technological change, competition,  and the Company's ability
to protect the Target Companies  intellectual  property rights.  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



                                       8
<PAGE>

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 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. The tentative terms for these acquisitions involve the Company
issuing up to  500,000  shares of its common  stock and  securing  at least $1.0
million in funding for the Target Companies,  prior to closing the transactions,
in  consideration  for all of the  issued and  outstanding  shares of the Target
Companies. There can be no assurance, however, that the transaction contemplated
will be  completed  between  the  Company  and the Target  Companies  or will be
completed on the terms set forth above.

Under the terms of the proposed transaction,  it is anticipated that some of the
executives of the Target  Companies  will assume senior  executive  positions as
well as be invited to join the board of directors of the Company.

The Company  anticipates  that it will require up to an additional $2 million in
order to both fund the proposed  acquisition of the Target  Companies as well as
its  operations  over the next twelve (12)  months.  The Company  currently  has
sufficient  working  capital to support its current minimum  operations  through
September  2000.  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, it may be unable to continue as a going concern.

On June 16, 2000,  Damon Poole was  appointed  the  President,  Chief  Executive
Officer and Chairman of the Board of the Company,  replacing  Philip Garratt who
resigned the same day.

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 Six Months Ended June 30, 2000 Compared to the Six Months Ended June 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 six months ended June 30, 2000,  compared with a
net loss of $433,859 for the six months ended June 30, 1999.

These amounts  include a gain on the sale of a software  license of $350,000 for
the six  months  ended  June 30,  2000,  compared  with no gain on the sale of a
software  licenses for the six months ended June 30, 1999. The Company  incurred
$15,812 for the cost of revenue from discontinued  operations for the six months
ended  June  30,  2000,  compared  with no costs of  revenue  from  discontinued
operations for the six months



                                       9
<PAGE>

ended June 30,  1999.  The Company  incurred  $10,979 for  technical  and system
development expenses from discontinued  operations for the six months ended June
30, 2000,  compared  with  $137,324 for the six months ended June 30, 1999.  The
Company  incurred  $5,305 for sales and  marketing  expenses  from  discontinued
operations for the six months ended June 30, 2000, compared with $54,184 for the
six months ended June 30,  1999.  The Company  incurred  $42,883 for general and
administrative  expenses from  discontinued  operations for the six months ended
June 30, 2000,  compared  with  $242,351 for the six months ended June 30, 1999.
The Company also wrote down the value of a loan by $35,865 to a third-party  for
the six months  ended June 30,  2000,  which  represents  the amount  management
believes is  collectable,  compared  with no such write down of the value of any
loans for the six months ended June 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 six months ended June 30, 2000, compared with $87,664
for the six months ended June 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 six months  ended June 30,
2000, compared with $27,343 for the six months ended June 30, 1999.

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 six
months ended June 30, 2000,  compared with $93,216 for the six months ended June
30, 1999.  Professional fees from  discontinued  operations were $35,700 for the
six months ended June 30, 2000,  compared  with $73,096 for the six months ended
June 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 six months ended June 30,  2000,  compared  with
$36,971 for the six months ended June 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 $202,286 for the six months
ended June 30,  2000,  compared  with  $21,219 for the six months ended June 30,
1999. This increase  reflected the substantially  increased  activity related to
the new direction of the Company's  operations through the proposed  acquisition
of ITAG. Professional fees were $112,144 for the six months ended June 30, 2000,
compared with no  professional  fees for the six months ended June 30, 1999. The
professional  fees relate to the costs of the Company's  regulatory  filings and
the costs  associated with the proposed  acquisition.  General office  expenses,
including rent, telephone and courier expenses,  were $17,650 for the six months
ended June 30,  2000,  compared  with  $21,219 for the six months ended June 30,
1999.  Management  fees were  $18,000  for the six months  ended June 30,  2000,
compared  with no  management  fees for the six months ended June 30, 1999.  The
Company  anticipates it will sell certain fixed assets and recorded an estimated
loss on their  disposal  of  $22,557  for the six months  ended  June 30,  2000,
compared  with no loss for the six  months  ended  June  30,  1999.  Travel  and
accommodation  expenses  were  $23,440 for the six months  ended June 30,  2000,
compared with no travel and accommodation expenses for the six months ended June
30, 1999.

Non-cash stock-based compensation.  Non-cash stock-based compensation costs were
$68,334  for the six  months  ended June 30,  2000,  compared  with no  non-cash
stock-based  compensation costs for the six months ended June 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 paid-in capital of shareholders' deficit.

Financial consulting fees. A financial consulting fee of $1,156,000 was recorded
for the six months ended June 30, 2000,  compared  with no financial  consulting
fees for the six months ended June 30, 1999. The fee



                                       10
<PAGE>

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 paid-in capital of shareholders' deficit.

Depreciation  and  amortization.  During the six months ended June 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
$1,945 in depreciation and  amortization  expenses for the six months ended June
30, 1999.

Interest, net. Net interest costs were $33,209 for the six months ended June 30,
2000,   including  $31,250  for  the  beneficial   conversion   feature  on  the
subordinated  convertible  debt issued during the period,  and $2,437 in accrued
interest on the notes outstanding.  This compares with $1,122 in interest income
for the six months ended June 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.

For the Three Months Ended June 30, 2000 Compared to the Three Months Ended June
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 June 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 $298,717 for the three months ended June 30, 1999 when it
was operating its previous business.

The net loss from  discontinued  operations  for the three months ended June 30,
1999,  consisted of expenses in  technical  and systems  development,  sales and
marketing, and with general and administrative activities.  Technical and system
development  expenses from  discontinued  operations  for the three months ended
June 30, 1999 were $111,100 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 June
30, 1999 were $41,516 for payroll expenses relating to merchandising,  helpdesk,
graphic design,  advertising and promotion.  General and administrative expenses
from  discontinued  operations  for the three  months  ended June 30,  1999 were
$146,101 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 $75,255 for the three months
ended June 30, 2000,  compared  with $10,913 for the three months ended June 30,
1999. This increase  reflected the substantially  increased  activity related to
the proposed  acquisition of ITAG.  Professional fees were $55,470 for the three
months ended June 30, 2000,  compared  with no  professional  fees for the three
months ended June 30,  1999.  The  professional  fees relate to the costs of the
Company's  regulatory  filings  and  the  costs  associated  with  the  proposed
acquisition.  General office  expenses,  including  rent,  telephone and courier
expenses,  were $1,645 for the three months ended June 30, 2000,  compared  with
$10,913 for the three months ended June 30,  1999.  Management  fees were $9,000
for the three months ended June 30, 2000,  compared with no management  fees for
the three  months  ended June 30,  1999.  The Company  anticipates  it will sell
certain fixed assets and recorded an estimated loss on their disposal of $20,335
for the three months ended June 30,  2000,  compared  with no loss for the three
months ended June 30, 1999.

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



                                       11
<PAGE>

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

Depreciation and amortization.  During the three months ended June 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
$1,321 in depreciation and amortization expenses for the three months ended June
30, 1999.

Interest,  net.  Net  interest  costs were  $32,709,  including  $31,250 for the
beneficial conversion feature on the subordinated convertible debt issued during
the quarter and $1,575 in accrued  interest  on the note,  for the three  months
ended June 30,  2000,  compared  with  $1,122 in  interest  income for the three
months ended June 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.

Liquidity and Capital Resources

As at June 30, 2000, the Company's  consolidated cash position was $18,746,  and
the  consolidated   working  capital  deficit  was  $268,838   compared  with  a
consolidated cash position of $93,127 and a consolidated working capital deficit
of $168,826 for the year ended 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 and 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 September 2000. The Company  anticipates that it will require
an additional $2 million in order to both fund the operations of the Company and
the  Target  Companies  over  the  next  twelve  (12)  months.  If the  proposed
acquisition of the Target Companies is not completed, the Company anticipates it
would require an additional $180,000 to fund its operations 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.  There is also no  assurance  that the  transaction
contemplated will be completed. 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 $95,655 for the three  months ended
June 30,  2000,  compared to $295,023  for the three months ended June 30, 1999,
including a net loss of $107,964 and $309,829 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
and the Company plans to increase its operating expenditures  significantly upon
closing the proposed acquisition of the Target Companies.

The Company had no capital asset transaction for the three months ended June 30,
2000,  compared to capital  expenditures  of $60,277 for the three  months ended
June 30, 1999. The expenditures were primarily for computer equipment, furniture
and fixtures  associated with the Company's  employee growth, new facilities and
continued systems development during early 1999.

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,



                                       12
<PAGE>

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 June 30, 2000, the Company had outstanding  non-qualified stock options to
purchase  205,000  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 795,000  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. 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

          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 is due on August 31, 2000.

          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.

          Section 4(2) Offering to The Atlantic Trust
          -------------------------------------------

          On July 12, 2000, the Company  entered into a subordinate  convertible
          note for the principal amount of $100,000 with an interest rate of 10%
          with Atlantic Trust (the "Atlantic  Note").  All principal and accrued
          and unpaid  interest on the Atlantic 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 Atlantic  Note is due July 31,
          2001 with interest payable on January 31, 2001 and July 31, 2000.

          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.



                                       14
<PAGE>

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          A special  shareholders  meeting  was held on May 2,  2000,  where the
          shareholders  of the Company  approved an amendment  to the  Company's
          Amended Articles of Incorporation to change the name of the Company to
          ASPi  Europe,  Inc.,  with the  shareholders  voting in the  following
          manner:

          For                       4,032,123
          Against                   -
          Abstain                   3,030,993
          Broker Non-vote           -


ITEM 5.   OTHER INFORMATION

          On May 5, 2000, the Company  changed its name from Shopping  Sherlock,
          Inc. to ASPi Europe, Inc.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         Exhibit
         Number         Description
         ------         -----------
         2.1            Letter of Intent with Kai Stefan Dietrich and Sandro
                        Schaefer dated July 5, 2000

         2.2            Letter of Intent with Kai Stefan Dietrich and Sandro
                        Schaefer dated July 5, 2000

         10.19          Credit Facility Agreement with Manhattan Investments
                        Incorporated dated May 17, 2000

         10.20          Credit Facility Agreement with Atlantic Trust dated
                        July 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.




                                       15
<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.

August 11, 2000                         /s/ Damon Poole
                                        -------------------------------------
                                        Damon Poole, Chief Executive Officer

August 11, 2000                         /s/ Patrick McGrath
                                        -------------------------------------
                                        Patrick McGrath, Chief Financial Officer














                                       16
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number         Description
------         -----------
2.1            Letter of Intent with Kai Stefan Dietrich and Sandro
               Schaefer dated July 5, 2000

2.2            Letter of Intent with Kai Stefan Dietrich and Sandro
               Schaefer dated July 5, 2000

10.19          Credit Facility Agreement with Manhattan Investments
               Incorporated dated May 17, 2000

10.20          Credit Facility Agreement with Atlantic Trust dated
               July 12, 2000

27.1           Financial Data Schedule

99.1           Risk Factors