SHOPNET COM INC
10QSB/A, 1999-12-09
APPAREL, PIECE GOODS & NOTIONS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-1

                                   (MARK ONE)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                                       OR

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

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER O-28690

                                SHOPNET.COM, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
<S>                                                                    <C>
                  DELAWARE                                             13-3871821
         (STATE OR OTHER JURISDICTION OF                      (IRS EMPLOYER IDENTIFICATION NO.)
         INCORPORATION OR ORGANIZATION)
</TABLE>

            14 EAST 60TH STREET, SUITE 402, NEW YORK, NEW YORK 10022
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (212) 688-9223
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                       N/A
              (FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT)

     CHECK  WHETHER  THE ISSUER (1) FILED ALL  REPORTS  REQUIRED  TO BE FILED BY
SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF 1934 DURING THE PAST 12
MONTHS (OR FOR SUCH  SHORTER  PERIOD THAT  REGISTRANT  WAS REQUIRED TO FILE SUCH
REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH FILING  REQUIREMENTS FOR THE PAST 90
DAYS. YES [X] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     STATE THE NUMBER OF SHARES  OUTSTANDING OF EACH OF THE ISSUER'S  CLASSES OF
COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE: COMMON STOCK, $.001 PAR VALUE:
5,372,971 SHARES OUTSTANDING AS OF NOVEMBER 18, 1999.
<PAGE>
                       SHOPNET.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>

                                                                                                 1999                   1998

Cash flows from operating activities:

<S>                                                                                       <C>                    <C>
    Net (Loss) Income                                                                     $       (1,691,448)    $        (564,989)
Adjustments to reconcile net income to
 net cash provided by operating activities
    Issuance of stock options to officers                                                             12,250                     -
    Equity in loss of affiliate                                                                      994,305                     -
    Amortization and depreciation                                                                     81,714               252,954
    Cancellation of stock issued for compensation                                                                          (62,500)
    Write off of offering costs                                                                            -                67,385
    Decrease (increase) in:
         Deferred Taxes                                                                                    -                     -
         Accounts receivable                                                                          41,628                19,409
Prepaid expenses                                                                                     (86,716)               (8,069)
         Inventory                                                                                 1,203,931               699,900
         Film production costs                                                                             -              (462,250)
         Other assets                                                                                    500                (3,913)
    Increase (decrease) in:

         Accounts payable and accrued expenses                                                      (107,909)              448,302
         DUE TO FACTOR                                                                              (554,221)             (887,201)
                                                                                          -------------------    ------------------
NET CASH USED FOR OPERATING ACTIVITIES                                                              (105,966)             (500,972)
                                                                                          -------------------    ------------------

Cash flows from investing activities:
    Acquisition of furniture, computer equipment, and
      leasehold improvements                                                                          (6,399)               (7,740)
Advances to Affiliate                                                                                      -              (550,000)
    Repayments of loans from affiliate                                                                     -               275,000
    Acquisition costs                                                                                (17,035)                    -
    Investment in joint venture                                                                      (12,500)                    -
    Subsidiary's redemption of preferred stock                                                             -              (280,000)
    PROCEEDS FROM AFFILIATE                                                                          250,000                     -
                                                                                          ------------------     -----------------
    NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                                             214,066              (562,740)
                                                                                          ------------------     ------------------

Cash flows from financing activities:

    Principal payments on capital leases                                                              (7,288)                    -
    Sale of common stock                                                                                   -               754,982
    REPAYMENTS FROM (ADVANCES TO) RELATED PARTIES                                                          -                38,778
                                                                                          ------------------     -----------------
NET CASH  (USED FOR) PROVIDED BY FINANCING ACTIVITIES                                                 (7,288)              793,760
                                                                                          -------------------    -----------------

Net increase(decrease) in cash                                                                        50,812              (269,952)

CASH, BEGINNING OF PERIOD                                                                          1,309,526             1,852,981
                                                                                          ------------------     -----------------

CASH, END OF PERIOD                                                                       $        1,410,338     $       1,583,029
                                                                                          ==================     =================

Supplemental disclosure of non-cash flow information:
     Cash paid during the year for:

         INTEREST                                                                         $          142,658     $         165,847
                                                                                          ==================     =================
         INCOME TAXES                                                                     $            6,506     $          34,741
                                                                                          ==================     =================
</TABLE>
<PAGE>
                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 3rd day of December 1999.

                                              SHOPNET.COM ,INC.

                                           BY:      /S/ HAROLD RASHBAUM
                                           Harold Rashbaum
                                           President and Chief Executive Officer

                                           BY:     /S/ ROBERT DIMILIA
                                           Robert DiMilia
                                           Vice President and Secretary



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