Ishopnomarkup Com Inc – ‘SB-2/A’ on 4/4/03

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Ishopnomarkup.Com                                     60    281K 

Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM SB-2/A
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 (Amendment No.) 4

 ISHOPNOMARKUP.COM, INC.
----------------------------------------------------
(Exact name of small business issuer in its charter)

Nevada                         7375                    06-1556852     
 ------                         ----                --------------------
(State or jurisdiction   (Primary Standard Industrial     (I.R.S. Employer    
of incorporation or      Classification Code Number)     Identification No.)
organization)                                                           

683 Middle Neck Road, Great Neck, NY 11021 (516) 487-5444 
(Address of principal place of business or intended principal place of business)

I iShopNoMarkup.com, Inc.                                                       
683 Middle Neck Road,                                                           
Great Neck Road, NY 11023 (516) 487-5444                                        
(Name, Address and telephone number of agent for service)                       

COPIES TO:                                                                      
Michael Krome, Esq. 8 Teak Court, Lake Grove, NY 11755                          

Approximate date of proposed sale to the public: AS SOON AS PRACTICABLE AFTER   

THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.                              
If this form is filed to register additional securities for an offering Pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. [ ]                               

If this form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

If this form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.                                                              

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                        CALCULATION OF REGISTRATION FEE                                     

Common Stock         5,000,000      $10.00             $50,000,000.00     $13,200.00        
------------         ----------     ------             --------------     ----------        
                                                                                            
Title of each        Share amount   Proposed maximum   Proposed maximum    Amount of        
class of securities  to be          offering price     aggregate offering  registration fee.
to be registered     registered     per unit           price                                

Note: Specific details relating to the fee calculation shall be furnished in    
notes to the table, including references to provisions of Rule 457 (~23O.457 of 
thin chapter) relied upon, if' the basis of the calculation in not otherwise    
evident from the information presented in the table. If the filing fee is       
calculated pursuant to Rule 457(o) under the Securities Act, only the title of  
the class of securities to be registered, the proposed maximum aggregate        
offering price for that class of securities and the amount of registration fee  
need to appear in the Calculation of Registration Fee table. Any difference     
between the dollar amount of securities registered for such offerings and the   
dollar amount of securities sold may be carried forward on a future registration
statement pursuant to Rule 429 under the Securities Act.                        

The registrant hereby amends this registration statement on such date or dates  
as may be necessary to delay its effective date until the registrant shall file 
a further amendment which specifically states that this registration statement  
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act of 1933 or until the registration statement shall become         
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

PROSPECTUS                                                                      

ISHOPNOMARKUP. COM, INC.                                                        
5,000,000 shares of Common Stock                                                

This is our initial public offering of common stock. The initial public offering
price is $10.00 per share. No public market currently exists for our common     
stock. We are selling 5,000,000 shares of common stock which have $.001 par     
value per share. This represents 4.3% of the total outstanding shares based on  
the maximum amount of the offering. We are a Nevada corporation.                

We will sell the shares ourselves. We do not plan to use underwriters or pay any
commissions. We will be selling our shares in a direct participation offering   
and no one has agreed to buy any of our shares, although we may retain the      
services of one or more NASD registered broker/dealers as selling agent(s).     
Finder's and salesmen will receive a commission of up to 10% on their sales or  
compensation as determined by the Company, not to exceed 10%. None have been    
retained as of this date.                                                       

The offering will remain open until March 15, 2004, unless we decide to cease   
selling efforts prior to that date. Investors must purchase a minimum of 200    
shares.                                                                         

The securities offered hereby are highly speculative and involve a high degree  
of risk. See the caption "Risk Factors" commencing on page 8.                   

The Securities and Exchange Commission and state securities regulators have not 
approved or disapproved these securities or determined if this prospectus is    
truthful or complete. Any representation to the contrary is a criminal offense. 

The date of this Prospectus is March 15th, 2003.                                

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TABLE OF CONTENTS   

Summary                                                                       5 
Our Company                                                                   5 
Risk Factors                                                                  7 
We have experienced losses since our inception and expect such losses to        
continue for the foreseeable future                                           7 
Our business is subject to seasonal economic conditions                       7 
Our quarterly revenues and operating results may fluctuate significantly      7 
We will need additional capital in the near future and such capital may         
be unavailable or too costly                                                  8 
Control of the corporation will remain in the hands of present management     8 
Management's Discussion and Analysis of Financial Condition and Plan of         
Operations                                                                    8 
Use of Proceeds                                                              10 
Capitalization                                                               11 
Dilution                                                                     11 
Business                                                                     12 
Principal Shareholders                                                       19 
Management                                                                   20 
Certain Transactions                                                         26 
Description of Securities                                                    26 
Shares Eligible for Future Sale                                              28 
Available Information                                                        29 
Dividend Policy                                                              30 
Stock Transfer Agent                                                         30 
Experts                                                                      30 
Legal Matters                                                                31 
Index to Financial Statements                                               F-1 

SUMMARY                                                                         
Our Company                                                                     

iShopNoMarkup.com, Inc. is a Nevada corporation formed on August 20, 1999 for   
the purpose of developing a shopping mall on the internet. We expect to offer   
products on the internet by providing goods to be shipped directly from         
suppliers to consumers. We would charge a standard transaction fee of $ 1.50 per
transaction, over our cost of the products, thereby eliminating percentage      
markups of products. We feel by introducing a standard transaction fee we can   
offer lower prices to consumers. We anticipate that the higher the price of the 
products, the lower our price will be to the consumer, since we do not provide a
percentage markup. We expect consumers to shift to our pricing model due to the 
provision of lower prices on the same products, creating a shift from the more  
expensive outlets to iShopNoMarkup.com.                                         

We have an equity interest in the following business controlled by related      
parties.                                                                        

*ClLine.com, Inc., a Nevada corporation, was organized on December 10,  
1999. It was formed by insiders and affiliates of iShopNoMarkup.com. C1Line.com 
aspires to be an online business to business and business to consumer website   
specializing in offering products and services related to the construction      
industry. As of the date of this prospectus ClLine.com, Inc. is a 49% owned     
subsidiary of iShopNoMarkup.com. ClLine.com, Inc. currently shares office space 
with US. To date approx. $ 700,000 has been invested in C1Line.com.             

ClLine.com, Inc. has had no operating revenue since its inception and is        
considered in the development stage.                                            

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Company          Total shares      Total shares Owned by   Percentage           
     Outstanding        iShopNoMarkup.com      Ownership
ClLine.com       21,000,000 *           10,290,000            49%               

We maintain our principal office at 683 Middle Neck Road, Great Neck, NY 11021, 
Tel. (516) 487-5444.                                                            

The Offering      

Common Stock offered                                                            
for sale hereby                 Up to a maximum of 5,000,000 shares by us.      

Offering Price                  $10.00 per share offered to the public.         
                             The shares are being sold on a "best efforts"
basis.          

Terms of the Offering           The offering will remain open until March 15,   
                               2004, unless we decide to terminate the selling
                       efforts prior to this date. The minimum
           subscription is 100 shares.

                                           Common              Preferred
Authorized and                                 Stock                 Stock      
--------------                                 ------              ---------    
Outstanding            Authorized:           200,000,000         20,000,000     
-----------            Outstanding                                              
Shares of              Prior Offering        111,332,544             none       
---------              Assuming 50%                                             
Stock                  of offering is        113,832,544             none       
------                 Sold                                                     
                After Offering*       116,332,544             none

Unless otherwise indicated, the information in this prospectus, irrespective of 
the date referenced, assumes that there is no exercise of outstanding options or
warrants to purchase additional shares.                                         

Plan of Distribution          This is a direct participation with no minimum    
                           offering requirement, and with no commitment by
                             anyone to purchase any shares. The shares will be
                             offered and sold on a "best efforts" basis by our
                       principal executive officers and directors,
                              although we may retain the services of one or more
                     NASD registered broker/dealers as selling
                           agent(s);finder's and salesmen to effect offers
                        and sales on our behalf. The broker/dealers,
                              finder's and salesmen will receive a commission of
                       up to 10% on their sales or compensation as
                              determined by the Company, not to exceed 10%. None
               have been retained as of this date.

Use of Proceeds               Assuming that the entire offering will be sold,   
                           then up to the first $ 500,000,000 (10%)that we
                         raise will be used to pay the expenses of the
                         offering, including salesmen compensation and
                            expenses of selling the offering directly by the
                              Company, including Finder's fees and broker/dealer
                         commissions. The priority for funds raised in
                        excess of that amount will be applied in the
following order     

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                             (i) web site development, (ii) upgrades and product
                             procurement for sale on web site;(iii) online and
                             off line marketing (iv) personnel; (v) technology
               upgrades; (vi) working capital; and
(vii) expansion.    

RISK FACTORS

The securities offered hereby are highly speculative and involve substantial    
risks. Prospective investors should carefully consider the following risk       
factors before making an investment decision.                                   

  We have experienced losses since our inception and expect such losses to
continue for the foreseeable future.                                            

We were formed on August 20, 1999, and have only recently engaged in a new      
enterprise. We have no history of operations and revenues, and must be          
considered promotional and in the early development stage. We are subject to    
many of the risks common to enterprises with limited or no operating history,   
including but not limited to potential under-capitalization, limitations with   
respect to personnel, financial and other resources, and limited customers and  
revenue sources. There is absolutely no assurance that we will be able to       
operate an e-commerce business. As a result of our lack of an operating history 
in any business, we do not have historical financial data on which to           
base operating expenses, other than the audited financial statements provided   
herein. We may be unable to adjust spending in a timely manner to compensate for
any unexpected shortfall of revenues. Accordingly, any significant shortfall of 
demand for our products and services in relation to our expectations would have 
an immediate adverse impact on our business, operating results, and financial   
condition. Any amounts needed to cover such losses will be from the potential   
sale of securities in this offering. There is no guarantee that we will have    
such amounts available.                                                         

Our business is subject to seasonal economic conditions.                        

We expect to experience seasonality in our business, due to a combination of    
seasonal fluctuations in internet usage and traditional retail seasonality      
patterns. Internet usage is expected to decline during the summer months. Sales 
in the traditional retail sector are significantly higher in the fourth calendar
quarter of each year due to the Christmas shopping season. Therefore, we may    
experience more pronounced cash flow problems in the first three quarters of the
calendar year compared to the fourth quarter. In addition, our business is      
dependent upon discretionary income available for expenditure by consumers.     
Discretionary income decreases during prolonged general economic downturns,     
resulting in fewer expenditures. A general economic recession would             
likely have a material adverse effect on our financial condition. We, however,  
feel that consumers would purchase goods from the lower priced outlets in       
adverse economic times to save.                                                 

Our quarterly revenues and operating results may fluctuate significantly.       

The operating results for our internet companies have fluctuated in the past,   
and our operating results may change materially in the future. Any amounts      
allocated for operations to allow for such fluctuations for the next twelve     
months would be from the potential sale of securities in this offering, which is
not guaranteed to be available. Fluctuations could affect the market price of   
our common stock. Fluctuations may depend upon a variety of factors, including  
the incurrence of capital costs and costs associated with the introduction of   
new products and services. Other factors that may contribute to changes in      
operating results include:                                                      

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* the pricing and mix of services that we offer;                      

* market acceptance of new products and services;                     

* changes in operating costs;                                         

 * changes in pricing policies and product offerings by our competitors;

* introduction of alternative technologies;                           

* growth in demand for e-commerce services                            

* effects of potential future acquisitions; and                       

*one-time costs associated with acquisitions.                         

Due to the foregoing factors, we believe that period-to-period comparisons of   
our operating results are not necessarily meaningful and that these comparisons 
should not be relied upon as indicators of future performance.                  

    We will need additional capital in the near future and such capital may be
unavailable or too costly.                                                      

Our future capital requirements will depend upon many factors, including the    
development of new systems, the progress of our research and development        
efforts, and the expansion of our sales and marketing efforts. We believe that  
if the maximum offering is sold, available capital resources will be adequate to
fund our operations for at least twelve months following this offering. The     
source of such funding would come from the potential sale of securities in this 
offering, which is not guaranteed. There can be no assurance, however, that we  
will not require additional financing prior to such time. There can be no       
assurance that any additional financing will be available to us on acceptable   
terms, or at all. If additional funds are raised by issuing equity securities,  
further dilution to the existing stockholders will result.                      

Control of the corporation will remain in the hands of present management.

Subject to the limitations of Nevada corporate law, current management will have
control of us through their aggregate stock ownership and will have the right to
perpetuate their status as officers and directors and therefore conduct our     
business and affairs.                                                           

A failure to service customers could have a drastic effect on our business.     

We may fall short of our target response time for customer shipment. Success in 
e-commerce is dependent on this requirement. We are actually dependent on       
suppliers to ship directly for us. We are not carrying any inventory. Their     
reaction time is critical to our operation. Sub-optimal customer service would  
damage our reputation and lead customers to transfer their business to other    
sources. On any given day, a surge of activity or failure of our suppliers to   
ship promptly could cause us to fail to provide adequate customer service. There
can be no assurance that we will be able to serve our customers adequately, and 
the failure to do so could have a material adverse effect on our business,      
financial condition, and operating results. iShopNoMarkup will monitor suppliers
for on time shipping and will drop out of the system consistent non-performers. 

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND PLAN OF OPERATIONS      

The following discussion should be read in conjunction with our 
financial statements.                                                           

General                                                                         

       We are a development stage company with a limited operating history. We
were incorporated in August 20, 1999 and have conducted limited business        
operations as we have had limited cash and assets. On Dec 10, 1999 we acquired  
10,290,000 shares or 49% interest in C1Line.com, Inc. by issuing 2,000,000      
shares of our common stock. To date, we have concentrated on raising the        
necessary capital in order to develop our business strategy. As of September 30,
2000, we generated $5,000 in revenues in an individual business proposition.    
However, this was not based on transaction fees which we represent to be one of 
our prime methods of generating future revenue from our e-commerce business. Our
fiscal year is March 31. The financial information contained in this prospectus 
is for the period from August 20, 1999 (the inception) to March 31, 2002 audited
and from April 1, 2002 to September 30, 2002 un-audited.                        

     We have a limited operating history on which to base an evaluation of
our business and prospects. Our prospects must be considered in light of the    
risks, expenses and difficulties frequently encountered by companies in their   
early stages of development. This is particularly true for companies in new and 
rapidly evolving markets such as online shopping and internet industries. From  
our inception through the present time we have utilized funds obtained through  
private placements totaling approximately $2.3 million. Accordingly, we have    
recorded $5,000 revenues and have incurred net losses from operations totaling  
approximately $5.3 million from inception on August 20th, 1999.                 

through September 30, 2002. The Company will not carry inventory and            
accordingly, will not have conventional costs of sales.                         

 Selling, general and administrative expense was $4.2 million from
inception on August 20th 1999 to Sept. 30, 2000 and $ 569,936 from Oct. 1st 2000
through Sept. 30th, 2002. This includes $2.5 million stock and stock option     
compensation, which we awarded and granted during the period from inception     
through Sept. 30th, 2000. Administrative expense includes organizational cost,  
legal fees, rent, payroll, depreciation and amortization and numerous incidental
items.                                                                          

PLAN OF OPERATIONS FOR FISCAL 2003                                              

       We are a development stage company with $5,000 revenue since inception.
Subsequent to this offering, our operating expense are estimated at             
approximately $68,000 per month, which includes maintenance of our website,     
office rent, administrative expenses, and general working capital purposes. Our 
operating expenses will increase as we expand our operations and our future     
level of operations will be dependent on future cash availability. As of        
Sept.30, 2002 we have one employee.                                             

   Since inception, we have sold 58,246,795 shares of common stock for
aggregate gross proceeds of $2,319,459 and issued 51,585,748 shares to our      
founders and employees as their compensation and 2,000,000 shares to Moussa     
Yeroushalmi, the President of iShopNoMarkup.com in exchange for a 49% equity    
interest in ClLine.com, Inc. We have currently used up all the funds from these 
private placements to pay for our expenses.                                     

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      On the anticipated closing of this offering and subject to sale of the
entire offering, we intend to use approximately $45,000,000 in net proceeds to  
further our business plan by improving our website, updating and increasing our 
products, marketing our services, expanding our operations, hiring more         
employees to expand our business and for working capital.                       

       We have generated miniscule revenues from our website. We believe we will
begin generating revenues by 4th Quarter 2003, depending on the completion of   
our web site and results of our marketing attempts and this offering.           

LIQUIDITY AND CAPITAL RESOURCES                                                 

        As of Sept. 30, 2002, we had no working capital with negative cash flows
from operations since inception of approximately $ 2.3 million. We anticipate   
incurring losses from operations during the current fiscal year.                

      We intend to rely on funds from external sources and potential revenue
from operations until completion of this offering. We can provide no assurance  
that revenue from operations, if any, will be sufficient to provide adequate    
working capital to fund our current operating expenses or that external funding 
will be available to us.                                                        

  In fiscal year 2003, we anticipate having negative cash flows from
operations. And at the present time we cannot estimate when, or if, our         
operations will generate positive cash flows from operations.                   

      In the event that revenues are less than expected and we are unable to
raise additional financing, we may need to limit our operations or sell any     
remaining assets.                                                               

We do not have any significant credit facilities available with 
financial institutions or other third parties and until we can generate positive
cash flow from operations. We will be dependent upon external sources for best  
efforts financing. We can provide no assurance that we will be successful in any
future financing effort to obtain the necessary working capital to support our  
operations. Therefore, on a short-term basis, or during calendar years 2002 &   
2003, we may require additional funding if this offering does not have its      
anticipated result. Since we are not able to estimate when we will be able to   
generate positive cash flows from operations, this funding will need to be from 
external sources. On a long-term basis, or after calendar years 2002 & 2003, we 
may also require additional external financing depending upon the result of this
offering and potential revenues from operations.                                

USE OF PROCEEDS                                                                 

We estimate that the net proceeds from this offering, after deducting 
offering expenses of up to approximately 10% or $ 5,000,000 will be             
approximately $45,500,000 if we receive the maximum amount. The Company may     
have substantially lower offering expenses depending if it sells the offering   
directly or negotiating lower commissions with broker dealers, the difference of
which will be added to working capital. We plan to use these net proceeds to    
increase our marketing efforts, upgrade our technology infrastructure, add      
products to our web site, add personnel, expand our operations, and provide     
additional working capital. If we raise less than the maximum amount, then we   
intend to carry out a portion of our plan. In the table below, we have detailed 
the amount that we anticipate we will spend on each item.                       

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Amount of Net Proceeds Required                                                 
                                        at 50%             at 100%
                                        ------             -------
Company Proceeds from                                                           
the Offering                                25,000,000           $50,000,000    
Less: Offering Expenses at 10% of sales      2,250,000             5,000,000    
                                        ----------           -----------
Net Proceeds from                                                               
Offering                                    22,500,000            45,000,000    
                                        ----------           -----------
Use of Net Proceeds:                                                            
Internet marketing                           4,500,000             9,000,000    
Traditional marketing                        3,600,000             7,200,000    
Web Site Development                         1,000,000             2,000,000    
Operations                                   2,250,000             4,500,000    
Personnel                                    4,000,000             8,000,000    
Expansion                                    1,000,000             2,000,000    
Working capital                                                                 
 ~Mergers, Acquisition                   1,750,000             3,500,000
Expansion of Existing Product                                       
  categories and new categories            500,000             1,000,000
~Expansion into International Market                                  
  & international joint venture            200,000               300,000
Consulting Out Sourcing services                                    
   including technology upgrade            2,500,000             5,000,000
   Additional personnel as needed            500,000             1,000,000
Capital reserves for unexpected items           700,000             1,000,000   
                                          ----------           -----------
Total Use of Net                                                                
PROCEEDS                                    $22,500,000           $45,000,000   
                                         ===========           ===========

We have not determined the timing and exact amounts of operating expenditures at
this time. We anticipate that proceeds from the offering, combined with and     
potential future operating revenue, should be sufficient to allow us to continue
operating for the foreseeable future. If we receive significantly less than the 
maximum amount, or even no funding, we may not have sufficient funding to       
continue operations for the foreseeable future, and may have to reduce the rate 
at which we potentially can expand our business.                                

We plan to use a significant portion of the funding to allow us to conduct      
internet and traditional marketing of our products and services, subject to     
all applicable regulations. Internet marketing may include, but is not limited  
to, banner advertising, strategic search placements including acquisition of    
Internet domain names, newsgroups, chat rooms, bulletin boards, press releases, 
and targeted email. Traditional marketing may include radio, cable or print,    
targeted mailing or phone calls, cold calling, fax marketing and a host of other
marketing methods.                                                              

We plan to use a portion of the funding as salaries for additional key personnel
for us.                                                                         

We expect offering expenses to include legal and accounting expenses,           
registration and "Blue Sky" fees, printing costs, document delivery costs, order
fulfillment, transfer agent fees, and Similar cost.                             

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We plan to use a portion of the funding as working capital and for general      
business purposes including accounts payable when cash flow is insufficient for 
these purposes. The specific amounts to be allocated to working capital and     
other purposes will be in our discretion. We reserve the right to alter our use 
of proceeds depending on business conditions which are unforeseen at            
this time. To the extent that the net proceeds are not used immediately, we     
intend to invest them in shout-term, investment-grade, interest-bearing         
securities. We do not intend to use any proceeds to make loans to officers or   
directors.                                                                      

Capitalization    

This table represents our capitalization as of September 30, 2002 as adjusted to
give effect to this offering.                                                   

                                      Shares      Shares
                           ACTUAL        at 50%      at 100%
                           ------        ------      -------
Stockholders' Equity                                                            
Preferred Stock,  $.001 par value                                             
Authorized 20,000,000 Issued and                                          
Outstanding-No shares                                                     
Common Stock, $.001 par value                                               
Authorized-200,000,000 Shares                                             
Issued and Outstanding -                                                  
111,832,544 Shares              111,833                           
@50%  114,332,544 Shares                             114,333                  
@100% 116,832,544 Shares                                          116,833     
Additional Paid                                                                 
in Capital-                          5,153,733     30,151,233   55,148,733      
Deficit Accumulated                 (4,681,837)    (4,681,837)  (4,681,837)     
Treasury Stock                          (5,000)        (5,000)      (5,000)     
                                ---------     -----------  -----------
Total Stockholders                                                              
EQUITY                                $578,729    $25,578,729 $50,578,729       
                               =========   =========== ===========

DILUTION                                                                        

We were initially capitalized by the sale of common stock to our founders. The  
following table sets forth the difference between our founders and purchasers of
the shares in this offering with respect to the number of shares purchased from 
us, the total consideration paid and the average price per share paid.          

The table below assumes that 50% of the amount of the shares offered hereby is  
sold.                                                                           

                     Shares Issued      Total Consideration    Average Price
                  Number       Percent   Amount      Percent     Per Share
                   ---------    --------  ----------  ---------  -----------
Existing Investors   111,282,093  97.8%      $2,969,690    10.6%        $0.03   
New Investors          2,500,000   2.2%     $24,927,000    84.4%      $10.00    
  -----------  ------ ---------     ------
Total                114,332,544  100%      $27,896,660    100%         $0.25   

THE TABLE BELOW ASSUMES THAT 100% OF THE AMOUNTS OF THE SHARES OFFERED HEREBY   
ARE SOLD.                                                                       

                     Shares Issued      Total Consideration    Average Price
                  Number       Percent   Amount      Percent     Per Share
                   ---------    --------  ----------  ---------  -----------
Existing Investors   111,832,544  95.7%       $2,969,690     5.6%        $0.03  
New Investors          5,000,000  04.3%      $49,927,000    94.4%       $10.00  
      -----------  ------     -----------   ------
Total                116,832,544  100%       $52,896,690    100%         $0.45  

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As of September 30, 2002, the net tangible book value of our common stock was   
$476,740 or less then $0.01 per share based on the 111,832,544 shares           
outstanding. "Net tangible book value" per share represents the amount of total 
tangible assets less total liabilities, divided by the number of shares.        

After giving effect to the sale by us of 5,000,000 shares or 100% of shares     
offered at an offering price of $10.00 per share our pro-forma net tangible book
value as of that date would be $50,476,740 or $.43 per share, based on the      
116,832,544 shares outstanding at that time. This represents an immediate       
dilution (i.e. the difference between the offering price per share of common    
stock and the net tangible book value per share of common stock after the       
offering) of $9.57 per share to the new investors who purchase shares in the    
offering.                                                                       

After giving effect to the sale by us of 2,500,000 shares or 50% of shares      
offered at an offering price of $10.00 per share our pro-forma net tangible book
value as of that date would be $25,476,740 or $.22 per share, based on the      
114,832,544 shares outstanding at that time. This represents an immediate       
dilution (i.e. the difference between the offering price per share of common    
stock and the net tangible book value per share of common stock after the       
offering) of $9.78 per share to the new investors who purchase shares in the    
offering.                                                                       

The following table represents the dilution per share based on the percentage   
sold of the total amount of shares being offered.                               

                       Shares     Shares
                        at 50%     at 100%
                        ------     -------
Offering price                             $10.00      $10.00                   
Net tangible book value                    $NIL        $NIL                     
Increase attributable to                                                        
the offering                               $ 0.22      $ 0.43                   
                        ------      ------
Net tangible book value                                                         
after giving effect to the                                                      
offering                                   $ 0.22     $ 0.43                    
                        ------      ------
Per share Dilution to new                                                       
investors                                  $ 9.78     $ 9.57                    
Percent Dilution per share                     98%       96%                    

We do not intend to pay any cash dividends with respect to our common stock in  
the foreseeable future. We intend to retain any earnings for use in the         
operation of our business. Our Board of Directors will determine dividend policy
in the future based upon, among other things, our results of operations,        
financial condition, contractual restrictions and other factors deemed relevant 
at the time. We intend to retain appropriate levels of our earnings, if any, to 
support our business activities.                                                

BUSINESS                                                                        

OVERVIEW                                                                        

iShopNoMarkup.com, Inc. was incorporated on August 20, 1999 under the laws of   
the State of Nevada for the purpose of developing a shopping mall on the        
Internet. We expect to offer products on the internet by providing goods        
directly from the supplier, at no markup to the purchaser. We expect to generate
revenues by charging a standard transaction fee of $ 1.50 per item, through     
advertising, earning a shipping markup, collecting interest on our supplier     
moneis before they are disbursed, revenue sharing, by providing other web sites 
that do not sell products with the capability to sell through us, and generating
opt-in list advertising revenues (opt in list is a list of consumers that opt to
receive e mails regarding a certain product), licensing of parts or all of our  
database to other companies that want to sell products independent of us,       
licensing our future technologies to individuals so they can sell products by   
having their own shopping mall and other revenue sources that we may develop. We
believe due to the no markup nature of our company, we will be able to offer    
lower prices to consumers for the same products offered elsewhere at higher     
prices.                                                                         

We plan to offer millions of products at no markup prices. We believe that the  
higher the price of the product is, the more we could potentially save for      
consumers. We have also compared our lower priced items and found to offer great
value as well overall. Our prices are not the lowest in every case and depending
on many factors we may have higher prices than our competition.                 

We believe through offering large selection of millions of products and no      
markup prices, we can potentially generate large volumes of sales on our web    
site, as a result of consumers shifting to lower prices and large selections.   
Many web sites on the world wide web offer information only and do not sell any 
products. While many of these sites get a large number of visitors (hits) on    
their web site, they are not necessarily selling them products. iShopNoMarkup   
plans to become the shopping channel for a number of other web sites that offer 
no products or a limited number of products. IShopNoMarkup plans to use the     
slogan "turn your hits into cash" and offer these sites a percentage of the     
transaction fee generated from transactions on the iShopNoMarkup site,          
originating from their sites.                                                   

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By executing this program, iShopNoMarkup can potentially utilize the large      
marketing efforts and already built clientele base of these other web sites to  
offer them lower priced products, saving iShopNoMarkup marketing dollars and    
providing cash to these other web sites and potential savings to consumers.     

iShopNoMarkup plans to also offer services on its web site and provide value to 
consumers on both products and services. Later, iShopNoMarkup will look into    
providing high ticket, expensive items like cars, homes, boats, antiques, art,  
furniture and other items by offering a standard transaction fee instead of     
percentage commissions, markups on sales, potentially creating a new trend in   
the high item markets, while providing everyday lower priced items in volume on 
its web site.                                                                   

We intend to initially have in our website categories for giftware, books,      
music, jewelry, beauty supplies, computers, house ware, sports, toys, videos,   
automotive accessories and electronics. We will not carry inventory. These      
categories may be changed at managements' discretion. Our initial phase of our  
business plan will focus on marketing of the above categories due to the proven 
popularity of purchasing these items on the internet. We plan to continuously   
add products and categories to our web site.                                    

We made an application for our trademark in the U.S. Patent and Trademark Office
in September, 1999. The office of the Commissioner of Patents and Trademarks has
advised us that we are entitled to the registration of the mark and subsequently
we have received our Trademark.                                                 

We had signed contracts with suppliers of products to list approximately        
1,892,664 products on our web site. These contracts are now expired. We have    
contacted the same suppliers and the number of products that they offer has been
expanded. Upon potential renewal of our contracts, we will have a minimum of    
approximately 3 million to 4.5 million products based on the information given  
to us by our suppliers. We intend to utilize the proceeds of this offering to   
pay for the renewal of our contracts with our suppliers that require a fee. We  
anticipate a maximum of up to $ 100,000 will be needed to renew these contracts.
We expect to offer all these products by late 4th Quarter 2003 on our Web Site. 
Approximately 800,000 products were available on our website in the past,       
however, the product information is now dated and the contracts will have to be 
renewed so that we can list the latest releases and pricing. We also need to    
upgrade our web site infrastructure to handle and accommodate all these products
and provide for potential volume functionality. We believe we will eventually   
offer millions of products from various suppliers direct to the public at no    
markup, enabling us to potentially provide one of the lowest priced outlets on  
or off the internet.                                                            

We plan on retaining an e-commerce development company to provide us with all   
the functionality required for our web site so that it can accommodate a        
potentially unlimited number of products efficiently. We plan to use some of the
proceeds of this offering to acquire this technology. (Please see "Use of       
Proceeds").                                                                     

We maintain corporate headquarters in Great Neck, New York, and also had branch 
offices in Hong Kong, Singapore and Sydney, Australia, and Bristol, England,    
Tokyo, Japan. International offices were arranged through an agreement with Mr. 
Ian Noakes, International Vice President for DTL Corp. He is entitled to 25,000 
stock options for each office he opens for iShopNoMarkup.com, Inc. overseas.    

We are no longer working with Mr. Noakes and do not have overseas offices now.  
We plan to concentrate on the US market to establish ourselves and raise        
consumer awareness about our Company and the prices that we offer on products.  
We anticipate once we are established in the US, we may then start operating in 
the overseas markets. We, however, plan to offer products to other countries    
through our web site, once it is operational, to the degree that is feasible,   
subject to international shipping, currency, capital and other operations       
limitations; without having to open international officers abroad.              

        We plan to charge $ 1.50 over our cost for all products offered on the
web site. This would be our standard transaction fee, rather than a percentage  
markup, which is currently mainstream in the retailing industry. We belive this 
will enable us to offer lower prices and effect a shift to our web site from    
other outlets.                                                                  

*CLLINE.COM, INC.                                                               

iShopNoMarkup.com owns 10,290,000 shares of ClLine.com Inc. issued to           
iShopNoMarkUp.com in exchange for 2,000,000 shares of iShopNoMarkUp.com. There  
are 22,337,333 C1Line shares currently outstanding. ClLine.com has raised       
approximately $666,500 in its private placement offering rounds at 50 cents per 
share and C1Line has closed the offerings at this time. At its option C1Line may
continue offering its securities to raise additional capital, however, at this  
time there are no such plans foreseen for the near future.                      

Mike Yeroushalmi, the CEO of iShopNoMarkup.com also serves as the Chairman of   
C1Line.com. Mr. Yeroushalmi has previously worked for Bechtel corporation, the  
world's largest construction company. In that capacity, he was a supervisor for 
the SNUPP (Standard Nuclear Unit Power Plant) project, then the largest nuclear 
project of its kind. He later helped build other nuclear power plants with Stone
& Webster and Ebasco power companies. For the past 30 years Mr. Yeroushalmi has 
been a participants in corporations that have built over 150 luxury homes,      
medical centers, libraries, fire houses, elementary schools, shopping centers   
and a host of other projects.                                                   

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He is currently engaged in building a number of residential homes. He has also  
rented locations to or is currently renting to a number of CVS pharmacies, Home 
Depots, K-Marts and numerous other tenants. He brings his extensive experience  
in construction to C1Line.com.                                                  

ClLine.com plans on enabling construction on-line by allowing contractors to bid
on municipal, commercial and residential construction jobs on-line. Currently   
C1Line has launched the second version of its web site, which does not offer job
bidding capability. C1Line will need upgrades to its site to enable it to offer 
bidding online. C1Line will also need to market its membership services to      
contractors to subscribe to C1Line so they can be listed on the web site and    
potentially be able to bid on construction jobs, when offered, and benefit from 
group purchasing of materials online.                                           

The C1Line web site currently does not offers jobs for bidding, technology for  
bidding if jobs are offered and ability to purchase materials and tools online. 
IShopNoMarkup plans to use a portion of the proceeds of this offering to develop
and/or acquire technologies that will enable C1Line to have a fully functioning 
web site. Some of the proceeds will also be used to market C1Line's services and
subscriptions to contracts and to market to consumers and businesses C1Line's   
services, so that they would list their jobs and projects online.               

The proceeds to be utilized on C1Line are at management's discretion and        
iShopNoMarkup funding needs take precedence over C1Line.com. Management may at  
its discretion have C1Line raise its own capital separately and in the future   
may spin off C1Line from iShopNoMarkup or keep it as a percentage owned         
subsidiary.                                                                     

ClLine.com plans to offer construction management companies and contractors 14  
regional directorship positions and 50 State directorships. Each directorship is
anticipated to sell for $200,000 per unit for a regional and $100,000 per unit  
for a State directorship. If all directorships are sold, C1Line expects to      
generate $ 7.6 million dollars in revenue. In addition to regional and state    
directorships C1Line plans on selling City Directorships for $50,000 each and   
Local Directorships for $25,000 each or 10 cents for each person living in the  
territory of the local Directorship.                                            

It is anticipated that all Directorships will be able to access construction and
construction management jobs through the C1Line web site and also be able to    
sub-contract jobs through the web site, once the anticipated site is fully      
built, debugged for, fully functional and potentially has projects listed       
for bidding and has registered contractors and sub-contractors that look for    
jobs and construction work, as anticipated from C1Line's potential marketing    
efforts.                                                                        

We anticipate C1Line regional and State directors will have the responsibility  
to conduct construction management in their respective zones of operation in the
country or provide subcontracting capability, and also to potentially contact   
and obtain blue prints of municipal jobs from their respective building         
departments and scan and upload them to the C1Line web site. This would require 
equipment that would enable the scanning and uploading of these documents. With 
the availability of blue prints on-line C1Line will be able to conduct on-line  
bidding and obtain bids for municipal jobs. The process can also be repeated    
with commercial and residential jobs, so contractors could potentially enter    
bids and acquire awards of contracts using the ClLine.com web site. All         
information about C1 Line is subject to the regulatory approval and risk factors
associated with C1Line.com. There is no guarantee of C1Line's success or        
operation at all at this time.                                                  

The site is expected to eventually offer a list of construction professionals   
across the country. The site also expects to offer tools, equipment and supplies
for the construction industry as well as insurance, bonding and financing       
options all through third party suppliers.                                      

The site aspires to become active in international construction as well in the  
future by allowing opportunities for heavy construction, infrastructure and Oil 
& Gas, mining and factory refurbishment opportunities. C1Line also plans to     
become a worldwide market place where new and used construction equipment is    
sold, such as listing used Oil and Gas drilling equipment; advertised online for
sale.                                                                           

Currently C1Line is researching franchise laws to be able to offer its Regional 
and State Directorships for sale. Later City and Local Directorship sales are   
anticipated as well in each State and C1Line also plans on offering Global      
Directorships, which is expected to duplicate a similar formula in other        
countries.                                                                      

If all the Regions and States are sold, C1Line expects to have construction     
management capability in all 50 States in conjunction with 14 Regional and 50   
State Directors, totaling 64 construction management companies/contractors.     

iShopNoMarkup.com has no current commitments for support of C1Line.com, other   
than referred to herein, and C1Line is expected to be fully self-sufficient     
through the sale of its own securities and potential public offerings and the   
sale of its franchises of Regional and State Directorships and later City and   
Local directorships, as well as potential generation of revenue through its web 
site and construction jobs as the anticipated Directorship network is built.    

Subject to successful financing and regulatory compliance, it is anticipated    
that C1Line can meet its franchise requirement in the next 18 months and        
subsequently market the sale of its franchises to qualified construction        
management companies and contractors. C1Line cannot estimated the amount of time
it would take to sell its franchises or if they will be sold at all.            

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C1Line plans on listing on its web site thousands of contractors, sub-          
contractors and construction professionals and enable contractors to accept bids
from subcontractors and enable consumers to contact contractors and obtain bids 
on their jobs as well as enable contractors to procure sub- contractors,        
supplies and equipment online using the communication capabilities of the       
Internet.                                                                       

iShopNoMarkup.com and ClLine.com will link their web sites to each other so     
iShopNoMarkup.com consumers could access ClLine.com for all of their            
construction needs and for ClLine.com clients to be able to use                 
iShopNoMarkup.com for their shopping needs.                                     

iShopNoMarkup.com plans to offer C1Line clients the opportunity to buy their own
shopping mall through iShopNoMarkup.com and plans on becoming the shopping      
channel for consumer products on the C1Line web site, as well as anticipated    
other web sites. At management's discretion iShopNoMarkup may conduct additional
or future transactions with C1Line.com.                                         

iShopNoMarkup.com had three additional subsidiaries, which it no longer         
supports. These included E-ZProcurement, Inc., ITechInternet.com, Inc. and      
JewelryEngine.com, Inc. All these companies have been wound down and are no     
longer in operation, in an effort to concentrate on the business of             
iShopNoMarkup.com.                                                              

* iShopNoMarkup.com plans on developing its business in the next l2 months by:  

Developing a program where the public can own their own shopping mall on the    
Internet and then iShopNoMarkup.com plans to sell these malls at a minimum      
price of $495 each for a minimum number of products and categories. Prices are  
subject to change depending on market conditions and costs associated.          

iShopNoMarkup.com also plans to develop a program for iShopNoMarkup.com to      
become the shopping channel for other web sites that currently offer no shopping
or limited shopping, enabling other web sites to offer some or all of the same  
products that iShopNoMarkup.com carries. These programs are currently under     
development.                                                                    

iShopNoMarkup.com plans on generating revenues through a number of sources, as  
mentioned earlier in this prospectus, as well as through collecting maintenance 
fees for the malls potentially sold to consumers and businesses and our revenue 
sharing programs with other web sites. The plan would include enabling the      
public individual and the business to offer the same capabilities that          
iShopNoMarkup would potentially have, without having to make a multi-million    
dollar investment, and to expand traffic on the iShopNoMarkup.com web site by   
having businesses and the public promoting sales on the site as a result of     
their ability to affiliate with iShopNoMarkup which is anticipated to enable    
them to potentially offer millions of products for sale.                        

iShopNoMarkup plans on hiring up to 50 employees in the next 24 months and use  
outsourcing services as necessary. Depending on the response and traffic created
on the web site through iShopNoMarkup and potential mall affiliate marketing    
(business and consumer), and the use of outsourcing service, the number of      
employees may increase or decrease from the above number.                       

iShopNoMarkup plans on generating revenue as it markets its services and        
products by selling the entry level malls for $ 495 and also offer upgrades at  
higher prices. These prices are not definitive at this time and are subject to  
change depending on the costs to the Company as the program develops further.   

iShopNoMarkup plans on spending advertising and marketing dollars to market and 
sell the shopping mall program. It is anticipated that iShopNoMarkup will       
generate revenue by:                                                            

* Sale of the anticipated $ 495 basic entry level mall; and                     

* Sale of upgrades of the internet mall, ranging possibly as high as tens or    
hundreds of thousands of dollars for a complete mall with a large number of     
products                                                                        

*Monthly maintenance fees (amount would vary depending on the number of product 
updates and work required).                                                     

* Generating transaction fees through traffic generated by promotions from malls
sold to the public.                                                             

* Generating transaction fees through traffic generated by promotions from other
web sites that use iShopNoMarkup as their mall for sales of products (Such as   
information sites). iShopNoMarkup plans to also conduct its own advertising     
campaigns directly to potentially generate revenues, transaction fees,          
advertising revenues from anticipated increased traffic on the iShopNoMarkup.com
web site and other income sources as mentioned herein.                          

* Advertising fees for advertising on the iShopNoMarkup web site. As traffic    
increases premium banner ad placements can generate higher income as well as    
other on-line advertising (Banners, Buttons, e Mails,etc.)                      

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* A small shipping markup (when available).                                     

* As iShopNoMarkup traffic increases iShopNoMarkup expects to build up a list of
clients that are interested in specific products and services. These are called 
opt-in lists. An Opt-in list is a list of users who request to receive e mails  
about certain products or services. iShopNoMarkup plans on charging advertisers 
up to 25 cents per e-mail sent to an opt-in list which is expected to be highly 
targeted advertising.                                                           

* iShopNoMarkup expects to generate revenue by accruing interest on the float.  
The float is the money that iShopNoMarkup collects for its suppliers and keeps  
on deposit until the end of the month, when checks are disbursed to suppliers.  
For example a merchant can sell a TV for $1000 and iShopNoMarkup generates $1.50
transaction fee, but the Company also collects interest on the $ 1000 for as    
long as it is in iShopNoMarkup's account, previous to disbursement to the       
merchant at the end of the month.                                               

* iShopNoMarkup plans on earning discounts for volume of sales from suppliers.  
Some can provide a 2% to 4% discount when certain volumes or products are sold  
or provide other incentives amounting to those percentages.                     

* The Company may also potentially earn income on design, programming and       
e-commerce work performed for its business and consumer clients that purchase   
malls, to further personalize their internet mall and provide additional        
capabilities. These potential services may be sub-contracted.                   

The web site needs to be developed to enable detailed transaction reporting     
capabilities. The Company will further need to develop the software to also     
enable consumers and businesses to use iShopNoMarkup's capabilities on an       
audited system with full reporting capability so they can determine how much    
money they have earned from their transactions. IShopNoMarkup may contract      
development of these capabilities to e-commerce development companies and/or use
current existing software and or third party services and providers.            

The Headquarters offices of the Company are located at 683 Middle Neck Rd.,     
Great Neck. NY 11023. The building is owned by the CEO of iShopNoMarkup, Mr.    
Mike Yeroushalmi.                                                               

The hosting service for the web site is located in New Jersey where the host    
computer is located, however, other than the server computer in New Jersey, the 
Company's computers are located at its 683 Middle Neck Rd. Headquarters.        

The Company had signed contracts for 1.8 million products previously. The       
company has developed a marketing plan geared to suppliers that has enabled it  
to acquire products for sale on its web site. The Company plans to further      
market its program to suppliers as its technical capability increases so that it
can handle all the suppliers' databases as they arrive. The Company may have to 
purchase/develop or use third party services to get products on its web site    
more efficiently, as the anticipated volume of products are increased through   
its marketing efforts to suppliers.                                             

The Company plans on hiring staff for the following areas as the Company        
expands:                                                                        

EXECUTIVE, COMMUNICATIONS, DISSEMINATION, TREASURY, TECHNICAL, QUALIFICATIONS,  
AND PUBLIC DIVISIONS.                                                           

* Acquisitions and alliances: The Company does not plan on acquiring any other  
companies currently. The Company, however, does plan on forming alliances with  
other web sites to become their shopping channel. The Company also plans to form
alliances with individuals and entities to assist the Company in selling its    
malls and affiliation programs.                                                 

Part of the Company's marketing plan will be geared toward forming alliances    
with potentially hundreds and eventually thousands of web sites to have         
iShopNoMarkup become their shopping channel. These plans are in development     
currently and the Company plans to launch the program in the next 12 months and 
subject to availability of funds from this offering.                            

The Company believes that by becoming the shopping channel for other web sites  
it will be able to increase the number of transactions significantly on its web 
site and increase revenues.                                                     

In the future, if opportunities present themselves for acquisitions that help   
the Company's business, the Company at management's discretion may engage in    
acquisition negotiations.                                                       

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TIME LINE FOR WEB SITE DEVELOPMENT                                              

Our previous web site offered approximately 800,000 products for sale to        
consumers from various manufacturers and suppliers. Currently we need to renew  
our contracts with our suppliers to be able to offer the latest products at     
updated prices and to enhance the web site functionality and capabilities to be 
able to offer a large number of products online while providing quick access,   
search and reporting functionality. We have now placed our web site online,     
however, the site needs to be updated, modified and is not fully functional     
currently; we plan to upgrade or replace the web site with a fully functional   
web site potentially with millions of products, subject to successful           
fundraising in this offering. We anticipate doing this within 6 to 9 months of  
the anticipated effectiveness of this offering.                                 

We anticipate conducting mass advertising and marketing campaigns aimed at      
consumers to generate sales.                                                    

We believe that if the maximum offering is sold, then the proceeds of this      
offering will be sufficient to fund our initial marketing plan, capital         
expenditure and working capital needs for the next twelve months. We may        
commence additional private or public offerings of our securities to raise      
additional funds necessary for our expansion.                                   

We intend to offer millions of products direct from the suppliers to a world    
wide base of consumers at no mark up. This will enable us to potentially provide
lower retail prices. The site is anticipated to offer wholesale pricing in the  
retail markets due to the non-markup nature of the Company.                     

TRADITIONAL SALES MODEL VERSUS THE COMPANY'S SALES MODEL                        

The traditional retail model for selling products involves a manufacturer who   
sells to a distributor, who in turn marks up the product and sells to the       
wholesaler, who marks up the product and sells to retailers, who then marks up  
the products and sells them to consumer.                                        

Retail operations have to cover the costs of rent, utilities, employees,        
inventory, overhead, store insurances, employee insurances, payroll taxes and a 
host of other expenses to be able to offer products in stores, and these        
expenses are added to the price of the products which are sold at retail prices.
Through this traditional sales model the product price can be marked up         
considerably before reaching the ultimate consumer.                             

IShopNoMarkup.com anticipates eliminating many of the costs associated with     
operating stores, retail locations and maintaining inventories and passing the  
savings to consumers by charging a standard $ 1.50 transaction fee, rather than 
a percentage markup.                                                            

Our competitors include Amazon.com, Buy.com, Elgrande.com, CDnow.com and other  
internet retailers, discounters and off line retail and wholesale outfits.      
Buy.com has not turned a profit since inception. Amazon.com, another public     
company recently showed a profit for one quarter of its operations; however, it 
has accrued losses of about $ 1 billion dollars since inception. Amazon.com had 
sales of approximately under $ 4 billion last year.                             

Hundreds of Internet companies have gone out of business in the past few years  
due to a number of factors such as unavailability of technologies at affordable 
prices, unavailability of qualified personnel at affordable prices,             
mismanagement and unworkable business models, among other factors. Some of these
companies had millions or billions of dollars in financing available to them and
were in the same or similar business and markets as the Company.                

Management feels that as a result of these companies going out of business there
is a number of qualified personnel available that can be attained at more       
affordable prices.                                                              

Other considerations include advancement of technology to the point that        
competitor programs that may have been very costly in the past are now available
at much lower prices and offer much more powerful capabilities. E-commerce      
development companies now have more powerful development capabilities due to    
advances in technology and lower fees due to less demand.                       

More powerful computers and servers can execute more powerful programs, which do
a lot more than just a few years ago. The current computer systems offer over 2 
gigabytes of Central Processing Unit (CPU) power, which is extremely fast and   
some can cost less than much slower computers did only a few years ago.         

These computers give consumers the capability to really surf the internet       
quickly, versus before there were lags in loading web site and pictures. Faster 
connections allow for downloading music and watching videos and multi media     
presentations online. iShopNoMarkup had previously signed a contract with its   
suppliers allowing consumers to listen to 30 to 45 second clips of selected     
music and 30 to 45 seconds of video clips before purchasing the item and plans  
to do so again.                                                                 

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The effect of more powerful servers can potentially translate into more savings 
for iShopNoMarkup.com since it would require power servers and software to      
effectively manage its anticipated traffic.                                     

Other considerations include the availability of much faster internet           
connections, such as 56K modems, Digital Subscriber Lines (DSL lines) and Cable 
modems, which make surfing the web a much faster experience.                    

The number of people online in the US and worldwide has grown considerably and  
consistently, with more and more people making purchases online. Security       
improvements have taken place which make shopping online a safer experience.    

More powerful software enables designers to create exciting web sites that      
capture consumer attention and make shopping online a fun experience.           
Convenience of shopping from home with the goods delivered to your home is      
becoming a more and more accepted way of shopping.                              

Meanwhile, competition has been reduced tremendously due to the exiting of the  
less efficient Internet companies out of the World Wide Web markets. These      
factors serve as major advantages for the Company, since it will have much less 
competition, more powerful servers, computers, programs and software at lower   
prices and access to e-commerce development companies and potential employees at
lower costs.                                                                    

The Company will also benefit from more and more people shopping on line and the
current high speed Internet access availability to consumers.                   

Surviving Internet companies such as eBay are running profitable operations, and
while the overpriced stocks of many internet companies have been reduced, a new 
report entitled "E-tailers may have the last laugh" by Dave Sternman of Multex  
Investor states "...e-tailers are quietly gaining strength and threatening the  
fragile margins of their brick and mortar rivals". The report further           
states"According to Shop.org, online shopping surged 21% in 2001 to $ 51.3      
billion. And the e-tailing industry think tank expects Web-based sales to surge 
an even heftier 41% this year to $ 72.1 billion. In contrast, over all sales    
continue to grow at a 2-4% annual pace...retailers might be specially           
discouraged by the fact that online sellers are learning to operate much more   
efficiently, which enables them to undercut the brick-and-mortar crowd on       
prices. According to Shop.org's "The State of Retailing Online 5.0" report,     
marketing costs per online order fell from $ 20 in 2000 to $ 12 in 2001. And    
customer acquisition costs fell to $ 14 in 2001 from $ 29 in 2000. Repeat buyers
which require fewer marketing costs, now account for more than half of sales at 
the average e-tailer."                                                          

The report further states"And you can forget about the notion that online sales 
are a money loser. Fully 56 percent of all e-tailers were profitable by the end 
of 2001, according to Shop.org. As e-tailers continue to grow at a double digit 
clip, enabling them to leverage off of their relatively low fixed costs, the    
percentage of profitable e-tailers should continue to rise....But many other    
[brick-and mortar] retailers need to watch their backs. They've held up well    
thanks to robust consumer spending, which has masked the steady gains of Web    
e-tailers."                                                                     

The Company anticipates causing a paradigm shift (shift in the patterns that    
consumers shop) by introducing its no markup model on a broad basis on the World
Wide Web and promoting and marketing its web site effectively. While the Company
may not be the first that has had ideas about shifting consumer buying patterns 
and launching the no-markup model, it aspires to be the first to launch such    
ideas broadly and effectuate the anticipated paradigm shift in consumer buying  
effectively.                                                                    

The Following is a comparison to the biggest discount providers on the internet 
(not big markup retailers):                                                     

               MUSIC CD'S                                   AUTOMOTIVES:
          James Brown's  VIDEOS:   BOOKS               Sony CD
                 All Time       The 13TH  Act! 4   DVDs:      Changer Model#
           Greatest Hits  Floor     Bible    Matrix      cdx-606
                 -------------  --------  ------   ------     --------------
IshopNoMarkup.com $12.89          $6.14     $26.24   $13.83     $178.12         
Borders.com       $13.58                    $31.99                              
Amazon.com        $13.99          $12.95    $31.99   $17.49                     
CDNow.com         $13.49          $11.96    $19.98                              
Shop@aol800.com                   $12.45                                        
Barnes&Nobles.com                           $39.99                              
Powell's books.com                          $39.99                              
Express.com                                          $17.49                     
Discount Car Stereo.com                                         $239.00         
CircuitCity.com                                                 $219.95         
Sound Distributors.com                                          $235.00         

Note: Each item was compared to three competitors in that category. The empty   
spaces are due to the other sites not having the product for comparison.        

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iShopNoMarkup.com's prices include the $1.50 transaction fee that is charged on 
every item. iShopNoMarkup has been lower in prices in comparisons, but it has   
not been lower on all items at all times.                                       

All Comparison's were correct as of August 22, 2000.                            

PRINCIPAL SHAREHOLDERS                                                          

The following table sets forth certain information regarding beneficial         
ownership of our common stock as of September 30, 2002, by (i) each person      
(including any "group" as that term is used in Section 13(d)(3) of the          
Securities Act of 1934 who is known by us to own beneficially 5% or more of the 
common stock, (ii) each of our directors, and (iii) all directors and executive 
officers as a group. Unless otherwise indicated, all persons listed below have  
sole voting power and investment power with respect to such shares. The total   
number of common shares authorized is 200,000,000 shares, each of which has     
$.001 par value. 111,832,544 common shares and no preferred shares have been    
issued and are outstanding.                                                     

                                                        [Enlarge/Download Table]

------------------------ --------------------  --------------------------------------------  --------------------------------------
Name of Owner (1)        Preferred Stock       Common Shares Beneficially Owned Prior to     Common Shares Beneficially Owned After
                         Number                Offering                                      Offering (2)                          
                                                  NUMBER                 PERCENT                    NUMBER               PERCENT   
------------------------ --------------------  ---------------------- ---------------------  --------------------- ----------------
                                                                                                                                   
Anthony Knight                                      50,500,000*               45%                  50,500,000*              43%    
------------------------ --------------------  ---------------------- ---------------------  --------------------- ----------------
Yousef Neissani                                      1,000,000.00**            1%                   1,000,000                1%    
------------------------ --------------------  ---------------------- ---------------------  --------------------- ----------------
Moussa Yeroushalmi                                  51,489,004.00***          46%                  51,489,004.00***         44%    
------------------------ --------------------  ---------------------- ---------------------  --------------------- ----------------
All Officers and                                                                                                                   
Directors as a group.                              102,989,004                92%                 102,989,004               88%    
------------------------ --------------------  ---------------------- ---------------------  --------------------- ----------------
<FN>                                                                                                                               
    * Includes 1,000,000 shares issued to affiliates of Mr. Knight.                                                                
   ** Includes shares issued to family of Mr. Neissani.                                                                            
  *** Includes 22,303,472 shares issued to corporations controlled by Mr.                                                          
</FN>                                                                                                                              

Yeroushalmi.                                                                    

(1)  The persons named in the table have sole voting and investment power with  
    respect to all shares of Common Stock shown as beneficially owned by them.

(2)  Assumes the issuance of 5,000,000 shares offered by this prospectus and    
    that no officer, director or current shareholder purchases share since the
offering.                                                             

MANAGEMENT                                                                      

There are currently two (2) occupied seats on the Board of Directors. The       
following table sets forth information with respect to the directors and        
executive officers.                                                             

DATE SERVICE
NAME                     AGE            OFFICE                COMMENCED         
Moussa Yeroushalmi       48     Chief Executive Officer,      10/15/99          
President       

All directors will hold office until the next annual stockholder's meeting and  
until their successors have been elected or qualified or until their death,     
resignation, retirement, removal, or disqualification. Vacancies on the board   
will be filled by a majority vote of the remaining directors. Our officers serve
at the discretion of the Board of Directors.                                    

THE OFFICERS AND DIRECTORS ARE SET FORTH BELOW.                                 

MOUSSA YEROUSHALMI - CHIEF EXECUTIVE OFFICER, PRESIDENT                         

Moussa YeroushAlmi is the Chief Executive Officer of iShopNoMarkup.com; Inc. Mr.
Yeroushalmi is also the Chairman of ClLine.com, a startup business to business  
and business to consumer internet web site that anticipates linking contractors 
with construction jobs, sub-contractors, equipment, insurance, bonding and      
online bidding for residential, commercial and municipal jobs.                  

Mr. Yeroushalmi has been honored by MIT to publish his Master Thesis design on  
pre-fabricated vertical joints and he has also received a Masters Degree in     
Civil Engineering from Drexel University and a Bachelor of Sciences in Civil    
Engineering from Villanova University.                                          

Mr. Yeroushalmi has been a structural design supervisor at Bechtel Corp. for the
world's largest nuclear power plant project, at that time. He later became      
project manager and supervisor of several other nuclear power plants including  
Stone and Webster, Bergen Patterson Power Plant Co. and Ebasco Power Corp. For  
the past five years, Mr. Yeroushalmi was an employee of Yeroush Corporation     
where he served as president and senior project manager of this construction    
company. He is also currently the owner and managing partner of a real estate   
development company, which is engaged in developing a number of residential     
homes concurrently.                                                             

Mr. Yeroushalmi has built, owned and has been a participant in corporations that
control over 400 shopping centers, medical centers, office buildings, apartment 
buildings as well as 175 homes, libraries, colleges schools and a host of other 
municipal projects. Mr. Yeroushalmi has successfully negotiated multi-million   
dollar contracts with the Marathon Administration in Washington, D.C., New York 
School Authority, Health and Hospitals of the State of New York, The Dormitory  
Authority and The Housing Authority.                                            

JAMES D. FREEBODY - CPA - CHIEF FINANCIAL OFFICER                               
-------------------------------------------------                               

Mr. Freebody has previously served as Vice President for Merrill Lynch/Wagner   
Stott for the American Stock Exchange and New York Future Exchanges. Mr.        
Freebody has been a Controller/CFO in PGM International formed to manage        
residential construction projects in the NY Metropolitan Area. He later became  
a National Account Manager at American Institute of Certified Public            
Accountants; wherein his main task was to provide expansion and management of   
relationships with State CPA Societies providing continuing Education programs  
to members; as well as evolution and delivery of on-site programs to large      
accounting firms, corporations and academia. He contributed on the annual       
revenue accountability in some large territory, encompassing 26 states including
New York. Illinois, Ohio, Pennysylvania and Georgia.                            

Mr. Freebody received his BBA in Public Accountancy at Hofstra University. He   
accomplished financial executive with demonstrated abilities in overseeing the  
planning, control, and implementation of accounting, budgeting, tax, audit,     
financing investment of funds, credit and collection, and automated systems.    
He's experienced in directing the preparation and analysis of financial         
statement reporting, interpreting the results of operating performance and      
establishing control policies, procedures and practice.                         

ADVISORY BOARD                                                                  

MICHAEL A. GUMPORT - MEMBER OF ADVISORY BOARD                                   

Mr. Gumport provided advisory serices to the Company during its formative stage 
in late 1999, and he served as a Director from January until mid 2000. Mr.      
Gumport has been instrumental in numerous financings as a CFO, director, and    
analyst. Mr. Gumport currently serves as Chief Financial Officer of Clear Logic,
Inc., a semiconductor company. Previously, Mr. Gumport was Chief Financial      
Officer and Director of eMagin Corp. (then known as FED CORP.) eMagin is a Kodak
licensee and venture phase leader in opto-electronics. Mr. Gumport also serves  
as a Director of Sage, Inc. Sage is a leader in flat panel display interface    
chip technology. From 1990 through late 1998, Mr. Gumport served at Lehman      
Brothers where he became Senior VP and Senior Analyst responsible for coverage  
of the semiconductor industry. Mr. Guinport was ranked by Institutional Investor
magazine among the top semiconductor analysts from 1984 to 1994 and was ranked  
#1 by the Wall Street Journal for earnings accuracy in 1997. Mr. Gumport        
received his MBA from Columbia Business School in 1976 and his BA from Amherst  
College in 1973.                                                                

There is no contractual agreement between the company and Mr. Gumport. However, 
Mr. Gumport is available for advice to the company.                             

EXECUTIVE COMPENSATION                                                          

The following table sets forth the compensation paid to our officers and        
directors since inception on August 20th 1999 through September 30, 2002.       

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Name                 Capacities in Which                   Value of             
                  Remuneration was          Salary      Stock Compensation
Received                              
---------------------------------------------------------------------------     

Moussa Yeroushalmi   Chief Executive Officer   $ 65,000    $ 32,660             
Yousef Neissani      Chief Financial Officer   $ 64,750    $     -0-            
Anthony Knight       Chairman & Director       $103,847    $ 50,500             
of Planning & Programming             

Members of the Board of Directors receive no cash compensation for their        
services to us as directors, but are reimbursed for expenses actually incurred  
in connection with attending meetings of the Board of Directors. Outside        
directors may receive a nominal salary in the future.                           

EMPLOYMENT AGREEMENTS                                                           

We have entered into written employment agreements with our officers and key    
employees which set forth the terms and conditions of their employment. All     
employment agreements provide that the executive officers may resign at any     
time, and that we may terminate the officer or employee at any time.            

STOCK OPTIONS                                                                   

1999 STOCK OPTION PLAN                                                          
We have adopted a 1999 Stock Option Plan which provides for the issuance of     
options to purchase up to 5,000,000 shares of common stock. The purposes of the 
plan are to attract and retain the best available personnel for positions of    
substantial responsibility, to provide additional incentive to employees and    
consultants and to promote the success of our business. The plan is administered
by the Board of Directors or a compensation committee consisting of two or more 
non-employee directors, if appointed. At its discretion, the committee may      
determine the persons to whom options may be granted and the terms thereof. In  
addition, the committee may interpret the plan and may adopt, amend and rescind 
rules and regulations for the administration of the plan. As of September 30,   
2002, 5,000,000 options to purchase shares of common stock had been granted     
under the plan.                                                                 

The chart below lists the stock options which may be exercised in the next 60   
days.                                                                           

Name                          Number      Option Price    Date Exercisable      
----                        ----------    ------------    ----------------      
Harriet VamVouris               4,000       $.50          Currently             
Moussa Yeroushalmi          3,300,000       $.50          Currently             
Jackline Yeroushalmi          200,000       $.50          Currently             
Jasmine Yeroushalmi           200,000       $.50          Currently             
Peter Moalem                  151,543       $.50          Currently             
Ian Noakes (DTL Resources)    100,000       $.50          Currently             
My Renovations Corp.           93,700       $.50          Currently             
Peter Moalem                  100,000       $.50          Currently             
Farzaneh Yeroushalmi          209,474       $.50          Currently             
Nasir Sharifi                  50,000       $.50          06/30/01              
Nasir Sharifi                   2,500       $.50          07/25/02              
Bradford Hill                  50,000       $.50          09/21/01              
David Nick DiLucia            150,000       $.50          09/21/01              
Vito Marrone                  150,000       $.50          09/21/01              
Warren Weiss                   40,000       $.50          09/21/01              
Mona Sharaf                     3,288       $.50          12/22/01              
Radni Davoodi                  13,995       $.50          01/17/02              
Ron Abrahams                    1,000       $.50          01/17/02              
Bart Colangeli                120,000       $.50          06/30/02              
Danny & David Meyezadeh         3,500       $.50          06/30/02              
George Mason                    1,000       $.50          06/30/02              
Jack Eisakharian                1,000       $.50          06/30/02              
Alejandro Raigosa               2,500       $.50          07/25/02              
Ashoo Singla                    2,500       $.50          07/25/02              
Bart Colangeli                  2,500       $.50          07/25/02              
Danielle Femine                 2,500       $.50          07/25/02              
Fabio Signorile                 2,500       $.50          07/25/02              
Gale Stephens                   2,500       $.50          07/25/02              
George Mason                    2,500       $.50          07/25/02              
Harriet Vamvouris               2,500       $.50          07/25/02              
Jack Eisakharian                2,500       $.50          07/25/02              
Jake Deloya                     2,500       $.50          07/25/02              
James Francois                  2,500       $.50          07/25/02              
Jesus Garcia                    2,500       $.50          07/25/02              
John Ramagosa                   2,500       $.50          07/25/02              
Ligia Gabriela Fonseca          2,500       $.50          07/25/02              
Mashieh Kamyar                  2,500       $.50          07/25/02              
Michael Winterstein             2,500       $.50          07/25/02              
Mona Sharaf                     2,500       $.50          07/25/02              
Nils Escobar                    2,500       $.50          07/25/02              
Pauline Williams                2,500       $.50          07/25/02              
Radni Davoodi                   2,500       $.50          07/25/02              
Richard Romero                  2,500       $.50          07/25/02              
Stella Aghravi                  2,500       $.50          07/25/02              
------------              
5,000,000               

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The non-employees Farzaneh Yeroushalmi, Jackline Yeroushalmi and Jasmine        
Yeroushalmi are relatives of Moussa Yeroushalmi. The options listed under their 
names were originally owned by Moussa Yeroushalmi who transferred it to them    
without any further consideration. Peter Moalem is a relative of Anthony Knight.
A number of the above options may be cancelled at a later date subject.         

DIRECTORS' COMPENSATION                                                         

Our Board of Directors presently consists of two members. The Board of Directors
may be expanded in the future.                                                  

INDEMNIFICATION OF OFFICERS AND DIRECTORS                                       

Under Nevada Corporation Law and the Company's Articles of Incorporation, our   
directors will have no personal liability to us or our stockholders for monetary
damages incurred as the result of the breach or alleged breach by a director of 
his "duty of care". This provision does not apply to the directors' (i) acts or 
omissions that involve intentional misconduct or a knowing and culpable         
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interests of the corporation or its shareholders or that involve the
absence of good faith on the part of the director, (iii) approval of any        
transaction from which a director derives an improper personal benefit, (iv)    
acts or omissions that show a reckless disregard for the director's duty to the 
corporation or its shareholders in circumstances in which the director was      
aware, or should have been aware, in the ordinary course of performing a        
director's duties, of a risk of serious injury to the corporation or its        
shareholders, (v) acts or omissions that constituted an unexcused pattern of    
inattention that amounts to an abdication of the director's duty to the         
corporation or its shareholders, or (vi) approval of an unlawful dividend,      
distribution, stock repurchase, or redemption. This provision would generally   
absolve directors of personal liability for negligence in the performance of    
duties, including gross negligence.                                             

The effect of this provision in our Articles of Incorporation is to eliminate   
our rights and our stockholders' rights (through stockholder's derivative suits 
on our behalf) to recover monetary damages against a director for breach of his 
fiduciary duty of care as a director (including breaches resulting from         
negligent or grossly negligent behavior) except in the situations described in  
clauses (1) through (vi) above. This provision does not limit nor eliminate our 
rights or any stockholder's rights to seek non-monetary relief such as an       
injunction or rescission in the event of a breach of a director's duty of care. 
In addition, our Articles of Incorporation provide that if Nevada law is amended
to authorize the future elimination or limitation of the liability of a         
director, then the liability of the directors will be eliminated or limited to  
the fullest extent permitted by the law, as amended. The Nevada Corporations    
Code grants corporations the right to indemnify their directors, officers,      
employees, and agents in accordance with applicable law. Our bylaws provide for 
indemnification of such persons to the full extent allowable under applicable   
law. These provisions will not alter the liability of the directors under       
federal securities laws.                                                        

We intend to enter into agreements to indemnify our directors and officers, in  
addition to the indemnification provided for in our bylaws. These agreements,   
among other things, indemnify our directors and officers for certain expenses   
(including attorneys' fees), judgments, fines, and settlement amounts incurred  
by any such person in any action or proceeding, including any action by or in   
our right, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to    
which the person provides services at our request. We believe that these        
provisions and agreements are necessary to attract and retain qualified         
directors and officers.                                                         

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Insofar as indemnification for liabilities arising under the Securities Act may 
be permitted to our directors, officers and controlling persons pursuant to the 
foregoing provisions, or otherwise, we have been advised that in the opinion of 
the Securities and Exchange Commission, such indemnification is against public  
policy as expressed in the Securities Act of 1933, as amended, and is,          
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, we will, unless in the      
opinion of our counsel the matter has been settled by controlling precedent,    
submit to a court of appropriate jurisdiction the question of whether such      
indemnification by us is against public policy as expressed in the Securities   
Act of 1933, as amended, and we will be governed by the final adjudication of   
such case.                                                                      

As is permitted by, and subject to certain limitations stated in, the Nevada    
Corporations Code, our bylaws give our Board of Directors the power to adopt,   
amend, or repeal our bylaws. Our shareholders entitled to vote have concurrent  
power to adopt, amend, or repeal our bylaws.                                    

DIRECTORS AND OFFICERS INSURANCE                                                

The Company plans to purchase directors and officers ("D & 0") liability        
insurance with the proceeds of this offering.                                   

CERTAIN TRANSACTIONS                                                            

Big Y Alarm and Security, Inc., d/b/a USS Distributors, 100% owned by a family  
member of Mr. Neissani intends to include its products on the Company's web     
site. Mr. Yousef Neissani is an officer and shareholder of iShopNoMarkup.com,   
Inc. The Big Y Alarm products will be offered on our web site on the same terms 
as described in our standard contracts with other suppliers.                    

We had a business relationship with Web Pro Presentations, which performed multi
media and web design production on our behalf. Coleen Brockup, is the spouse to 
Scott Brockup, who served the Company as VP/Sales and Marketing. Coleen owns web
Pro Presentations. Scott Brockup's employment was terminated on June 16, 2000.  
Therefore, any subsequent business relationship will be an arm's length         
transaction.                                                                    

On Dec. 1, 1999 we agreed to retain Knight Mitchell International Business      
Corp., Inc. (herein"KMI") for consulting purposes for the duration of one year. 
Some of iShopNoMarkup.com directors and shareholders hold controlling interests 
in KMI, a privately held company, which may be deemed a conflict of interest. At
the discretion and request of the upper management KMI performs business,       
management and financial consulting services for us at an approximate rate of   
$400 per hour. These services help to develop our corporate structuring, staff  
recruitment, training, marketing, research, promotion, establishment and forming
potential strategic alliances between us and our suppliers and other companies  
as well as recruitment of potentially high quality executives and directors into
our Company. Since our inception on August 20th, 1999 through September 30th    
2002, iShopNoMarkup.com has paid KMI the total sum of $ 100,600 for services    
performed and our subsidiary C1Line.com has paid KMI approx. $ 25,000 since its 
inception in December 1999 through Sept. 30, 2002. KMI owns a 50% interest in   
First Western International Business Corporation (herin "FWI"), which engages in
international trade commerce and project finance facilitation from time to time,
and may be used to assist us in the future. To date iShopNoMarkUp.com has not   
performed any transaction with FWI. At our option, we may renew or retain the   
services of KMI or FWI at anytime in the future.                                

On Dec. 10, 1999 iShopNoMarkUp.com, Inc. acquired 49% interest in C1Line.com,   
Inc. by issuing 2,000,000 shares of common stock at the then market price of    
$0.19 per share in exchange for 10,290,000 shares of C1Line issued at par value 
of $.001. Moussa Yeroushalmi who serves as our director and, Anthony Knight who 
served previously as our directors also served ClLine.com as its President and  
Director of Planning and Programming respectively. Mr. Knight is not involved   
with C1line since mid 2000. The iShopNoMarkup board of directors controls       
C1Line.com.                                                                     

Both Mr. Yeroushalmi, the CEO of iShopNoMarkup.com and Mr. Knight, Chairman of  
the Board of iShopNoMarkup.com are partners in Yeroush Corp., a construction    
company that has performed over $ 50 million in completed construction projects.
C1Line has signed an agreement with Yeroush Corp. to enable C1Line to           
potentially perform actual construction projects through Yeroush Corp, however, 
Yeroush Corp. is currently non operational and may remain so in the future.     

The Company had loaned its affiliates, JewelryEngine.com, Inc. and              
iTechInternet.com, Inc., the sum of $ 50,000, each in the year 2000.            
ITechInternet.com provided web site design services to the Company and          
JewelryEngine.com planned to sell diamonds and jewelry on the internet. Both    
companies were controlled by iShopNoMarkup officers and directors, and          
iShopNoMarkup had an equity interest in both companies. Both JewelryEngine.com  
and iTechInternet.com were subsequently closed and the loan written off.        
iShopNoMarkup had a third subsidiary, E-Zprocurement, Inc. that is now also     
closed. E-Zpro.com had obtained an estimated 100 million in bidding volume      
contract from Festo Corporation which is a 1.8 billion dollar company.          
Subsequently, after E-ZPro.com had priced 5 out of 9 projects for Festo, the    
contract was cancelled. IShopNoMarkup.com has prepared a $ 7 million lawsuit    
against Festo as a result, but has not filed the suit. Please see Legal Matters 
section of this prospectus for additional information. Management is            
concentrating its efforts on iShopNoMarkup instead of these other companies.    
The Company had loaned its                                                      

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The Company has used Hubbard Management (R) and consulting services in the past 
and may in the future license the same. Rates offered for such consulting can   
range from $ 150 to $ 300 per hour or more. In some instances the Company has   
paid for services with stock compensation instead of cash and at management's   
discretion may do so again in the future.                                       

DESCRIPTIONS OF SECURITIES                                                      

All material provisions of our capital stock are summarized in this prospectus. 
However the following description is not complete and is subject to applicable  
Nevada law and to the provisions of our articles of incorporation and bylaws. We
have filed copies of these documents as exhibits to the registration statement  
related to this prospectus. We are authorized to issue 200,000,000 common       
shares, at $.001 par value per share and 20,000,000 shares of preferred stock.  
As of the date of this prospectus there are 111,832,544 common shares and zero  
preferred shares issued and outstanding. After giving effect to the maximum     
offering, there will be 116,832,544 common shares and zero preferred shares     
issued and outstanding.                                                         

We have a stock option plan in which an aggregate of 5,000,000 common shares    
have been reserved for issuance. Options to purchase 5,000,000 shares have been 
granted under the plan as of September 30, 2002. We do not have any written plan
for stock purchase warrants, or stock bonuses plan. At the discretion of the    
Board of Directors we may compensate our employees, and/or consultants in the   
form of stock certificates. To date, we have issued 1,085,748 shares to our     
employees and consultants for services performed excluding 50,500,000 which were
issued to Mr. Anthony Knight at the time of incorporation..                     

COMMON STOCK                                                                    

We are authorized to issue 200,000,000 shares of common stock, $.001 par value  
per share, of which 118,832,543 shares are issued and outstanding. Holders of   
common stock are entitled to dividends when, as, and if declared by the Board of
Directors out of funds available for that purpose, subject to any priority as to
dividends for preferred stock that may be outstanding.                          

You have the voting rights for your shares. You and all other holders of common 
stock are entitled to one vote for each share held of record on all matters to  
be voted on by stockholders. You have cumulative voting rights with respect to  
the election of directors, with the result that your vote will allow you a      
proportionate representation on the Board of Directors.                         

You have dividend rights for your shares. You and all other holders of common   
stock are entitled to receive dividends and other distributions when, as and if 
declared by the Board of Directors out of funds legally available, based upon   
the percentage of our common stock you own. We will not pay dividends. You      
should not expect to receive any dividends on shares in the near future. This   
investment may be inappropriate for you if you need dividend income from an     
investment in shares.                                                           

You have rights if we are liquidated. Upon our liquidation, dissolution or      
winding up of affairs, you and all other holders of our common stock will be    
entitled to share in the distribution of all assets remaining after payment of  
all debts, liabilities and expenses, and after provision has been made for each 
class of stock, if any, having preference over our common stock. Holders of     
common stock, as such, have no conversion, preemptive or other subscription     
rights, and there are no redemption provisions applicable to the common stock.  
All of the outstanding common stock are, and the common stock offered hereby,   
when issued in exchange for the consideration paid as set forth in this         
Prospectus, will be, fully paid and nonassessable. Our directors, at their      
discretion, may borrow funds without your prior approval, which potentially     
further reduces the liquidation value of your shares.                           

You have no right to acquire shares of stock based upon the percentage of our   
common stock you own when we sell more shares of our stock to other people. This
is because we do not provide our stockholders with preemptive rights to         
subscribe for or to purchase any additional shares offered by us in the future. 
The absence of these rights could, upon our sale of additional shares, result in
a dilution of our percentage ownership that you hold.                           

PREFERRED STOCK                                                                 

We are authorized to issue 20,000,000 shares of preferred stock. No shares of   
preferred stock are presently issued and outstanding.                           

Our Articles of Incorporation provide that the designations, preferences,       
limitations, restrictions, and relative rights of the preferred stock, and      
variations in the relative rights and preferences as between different series,  
shall be established in accordance with the General Corporation Law of Nevada by
the Board of Directors.                                                         

Except for such voting powers with respect to the election of directors or other
matters as may be stated in the resolutions of the Board of Directors creating  
any series of Preferred Stock, the holders of any such series shall have no     
voting power. Dividends are payable solely at the option of the Board of        
Directors, and there is no requirement that any dividend be declared or paid    
with respect to any class of stock.                                             

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SHARES ELIGIBLE FOR FUTURE SALE                                                 

Upon completion of this offering, we will have 116,832,544 shares issued and    
outstanding, assuming all the shares offered herein are sold. The common stock  
sold in this offering will be freely transferable without restrictions or       
further registration under the Securities Act, except for any of our shares     
purchased by an "affiliate" who will be subject to the resale limitations of    
Rule 144 promulgated under the Act.                                             

There will be approximately 111,832,544 shares outstanding that are "restricted 
securities" as that term is defined in Rule 144 promulgated under the Securities
Act.                                                                            

The common stock owned by insiders, officers and directors are deemed           
"restricted securities" as that term is defined under the Securities Act and in 
the future may be sold under Rule 144, which provides, in essence, that a person
holding restricted securities for a period of one (1) year may sell every three 
(3) months, in brokerage transactions and/or market maker transactions, an      
amount equal to the greater of (a) one percent (1%) of our issued and           
outstanding common stock or (b) the average weekly trading volume of the common 
stock during the four (4) calendar weeks prior to such sale. Rule 144 also      
permits, under certain circumstances, the sale of common stock without any      
quantity limitation by a person who is not an affiliate of the Company and who  
has satisfied a two (2) year holding period. Additionally, common stock         
underlying employee stock options granted, to the extent vested and exercised,  
may be resold beginning on the ninety-first day after the Effective Date of a   
Prospectus, or Offering Memorandum pursuant to Rule 701 promulgated under the   
Securities Act.                                                                 

As of the date hereof and upon completion of the offering, approximately        
101,958,070 of our common stock (other than those which are qualified by the SEC
in connection with this offering) are available for sale under Rule 144. Future 
sales under Rule 144 may have an adverse effect on the market price of the      
Common stock.                                                                   

Under Rule 701 ~f the Securities Act, persons who purchase shares upon exercise 
of options granted prior to the date of this prospectus are entitled to sell    
such common stock after the 90th day following the date of this Prospectus in   
reliance on Rule 144, without having to comply with the holding period          
requirements of Rule 144 and, in the case of non-affiliates, without having to  
comply with the public information, volume limitation or notice provisions of   
Rule 144. Affiliates are subject to all Rule 144 restrictions after this 90-day 
period, but without a holding period.                                           

There has been no public market for our common stock. With a relatively minimal 
public float and without a professional underwriter, there is no guarantee that 
an active and liquid public trading market, as that term is commonly understood,
will develop, or if developed that it will be sustained, and accordingly, an    
investment in our common stock should be considered highly illiquid. Although we
believe a public market will be established in the future, there can be no      
assurance that a public market for the common stock will develop. If a public   
market for the common stock does develop at a future time, sales by shareholders
of substantial amounts of our common stock in the public market could adversely 
affect the prevailing market price and could impair our future ability to raise 
capital through the sale of our equity securities.                              

AVAILABLE INFORMATION                                                           

We have filed with the Securities and Exchange Commission (the "Commission") a  
Registration Statement on Form SB-2 relating to the common stock offered hereby.
This Prospectus, which is part of the Registration Statement, does not contain  
all of the information included in the Registration Statement and the exhibits  
and schedules thereto. For further information with respect to us, the common   
stock offered hereby, reference is made to the Registration Statement, including
the exhibits and schedules thereto. Statements contained in this prospectus     
concerning the provisions or contents of any contract, agreement or any other   
document referred to herein are not necessarily complete. With respect to each  
such contract, agreement or document filed as an exhibit to the Registration    
Statement, reference is made to such exhibit for a more complete description of 
the matters involved.                                                           

The Registration Statement, including the exhibits and schedules thereto, may be
inspected and copied at prescribed rates at the public reference facilities     
maintained by the Commission at 450 Fifth Street, N.W., Washington, DC 20549.   
The Commission also maintains a web site that contains reports, proxy and       
information statements and other information regarding registrants that file    
electronically with the Commission, including the Company. The address of such  
site is http://www.sec.gov.                                                     

We intend to furnish to our shareowners annual reports containing audited       
consolidated financial statements certified by independent public accountants   
for each fiscal year and quarterly reports containing unaudited consolidated    
financial statements for the first three quarters of each fiscal year.          

We will provide without charge to each person who receives a prospectus, upon   
written or oral request of such person, a copy of any of the information that   
was incorporated by reference in the prospectus (not including exhibits to the  
information that is incorporated by reference unless the exhibits are themselves
specifically incorporated by reference). Any such request shall be directed to  
iShopNoMarkup.com, Inc., 683 Middle Neck Road, Great Neck, NY 11021, Tel. (516) 
487-5444.                                                                       

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Within five days of our receipt of a subscription agreement accompanied by a    
check for the purchase price, we will send by first class mail a written        
confirmation to notify the subscriber of the extent, if any, to which such      
subscription has been accepted. We reserve the right to reject orders for the   
purchase of shares in whole or in part. Upon acceptance of each subscriber, we  
will promptly provide our stock transfer agent the information to issue shares. 

You can also call or write us at any time with any questions you may have. We   
would be pleased to speak with you about any aspect of this offering.           

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS                               

This prospectus contains forward-looking statements that reflect our views about
future events and financial performance. Our actual results, performance or     
achievements could differ materially from those expressed or implied in these   
forward-looking statements for various reasons, including those in the "Risk    
Factors" section beginning on page. 8 Therefore, you should not place undue     
reliance upon these forward-looking statements. Although we believe that the    
expectations reflected in the forward-looking statements are reasonable, we     
cannot guarantee future results, levels of activity, performance, or            
achievements.                                                                   

DIVIDEND POLICY                                                                 

We have never declared or paid cash dividends on our common stock and anticipate
that all future earnings will be retained for development of our business. The  
payment of any future dividends will be at the discretion of our Board of       
Directors and will depend upon, among other things, future earnings, capital    
requirements, the financial condition of the Company and general business       
conditions.                                                                     

STOCK TRANSFER AGENT                                                            

Our transfer agent and registrar of the common stock is HSBC Bank USA, Issuer   
Service, 140 Broadway, Level A, New York, New York 10005.                       

EXPERTS                                                                         

Our consolidated financial statements as of date of inception, August 20, 1999  
and for the year ending March 31, 2000 have been audited by Merdinger, Fruchter,
Rosen, & Corso, P.C., 888 Seventh Avenue, New York, N.Y.10106, independent      
auditors, as set forth in their report included herein. Our consolidated        
financial statements for the years ending March 31st 2001 and March 31st 2002   
have been audited by James D. Freebody, C.P.A., 1 The Oaks, Roslyn, N.Y. 11576, 
independent auditors, as set forth in their report included herein and unaudited
financials statements for the quarters ending June 2002 and Sept. 2002 are      
included herein and all of the above in this "Experts" paragraph is incorporated
herein by reference. Such financial statements have been included in reliance   
upon such report given upon their authority as experts in accounting and        
auditing.                                                                       

LEGAL MATTERS                                                                   

On July 6, 2000, James Smith, an employee sued us in Nassau County alleging     
wrongful termination. We entered a counterclaim against this employee, seeking  
damages in excess of $1,000,000, for breaching the terms of his employment      
agreement. In the opinion of management the lawsuit of James Smith vs.          
iShopNomarkUp.com, Inc is considered void due to the fact that Mr. James Smith  
defaulted by not responding to the counter claim filed against him for breaching
the terms of his employment agreements.                                         

The company plans to pay its former web-hosting company, WebXess the total      
amount of $16,575 plus attorney s fees and interest for an outstanding judgement
that was obtained by WebXess.                                                   

iShopNoMarkUp.com through E-ZProcurement, Inc, originally a 100% owned division 
of iShopNoMarkup.com had previously been awarded a procurement contract         
estimated at $100,000,000 in bidding volume and potentially resulting in up to $
2.5 million in income for the Company, with Festo Corporation. Approximately    
between$ 24,000,000 and $ 35,000,000 in bidding volume was submitted to E-ZPro  
for procuremen by Festo. E-ZPro conducted manual bidding and was able to price 5
out of 9 projects for Festo.)                                                   

Subsequent to this Festo terminated its Purchase Order with iShopNoMarkup.com.  
IShopNoMarkup.com prepared a $7,000,000 lawsuit against Festo Corp. for this    
termination in the year 2000, and is alleging involvement of some Festo         
employees with former iShopNoMarkup.com employees resulting in the loss of the  
contract, but has not yet filed for arbitration. At its discretion,             
iShopNoMarkup.com may enter suit at anytime against Festo Corp. subsequent to   
the date of this Prospectus. Due to the amount of time passed, the lawsuit may  
not be feasible any longer at this time.                                        

The Company has made arrangements to pay certain third parties for various      
services performed in stock or cash subsequent to its anticipated effectiveness 
of IPO offering. The total amounts of these arrangements are less than $ 10,000.

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After an electrical fire, which was caused by faulty electrical socket in the   
Company's former Garden City office space while the landlord's contracted       
cleaning crew was cleaning the premises after hours, iShopNoMarkUp.com          
management discovered that the 21,000 sq. ft. office space, which was subleased 
from North Fork Bank, was not upgraded for fire safety standards by the         
landlord. It is iShopNoMarkup's impression that the landlord received a number  
of safety violations from the fire marshals and fire department as a result of  
the incident.                                                                   

Subsequent to this discovery Management decided to vacate the space and relocate
our headquarters to our location for the safety of our employees. This may be   
cause for action against iShopNoMarkUp.com by the sub-lessor or contemplated    
action against the sublessor and the landlord by iShopNoMarkUp.com or both. For 
the past 2 years no action has been taken by either the land lord and sublessor 
or iShopNoMarkup.com. At its discretion, iShopNoMarkup may bring action against 
North Fork Bank, the sub-lessor and the Landlord to recover sums paid in rent   
and security as well as recover damages as a result. Our current space which we 
rent is owned and managed by JFJ Realty, Inc. a privately held corporation which
is owned by Mr. Moussa Yeroshalmi, the CEO of iShopNoMarkup.com.                

Yeroush Corp., a construction company that Mr. Yeroushalmi and Mr. Knight are   
partners in has been sued by a bonding company relating to a municipal          
construction job it had contracted. Mr. Yeroushalmi provided the bonding company
with a personal guarantee. Yeroush Corp. Has counter-sued the bonding company.  
The bonding company has gone bankrupt since (not as a result of the Yeroush     
Corp. lawsuit) and for the past 2 years there has been no action on the case,   
however, there is no guarantee in the future there will be no continuation of   
this suit.                                                                      

The SEC is looking into certain matters. The Company has fully cooperated with  
the SEC. The Company is looking into certain matters regarding the SEC. An      
official complaint has been filed by the Company against the SEC with the SEC   
Office of Inspector General, with the Company alleging, among other allegations,
delay of IPO; the Company is contemplating a potential $ 100 million lawsuit    
against the SEC as a result to recover potential damages.                       

There is no past, pending or, to our knowledge, threatened litigation or        
administrative action which has or is expected by our management to have a      
material effect upon our business, financial condition or operations, including 
any litigation or action involving our officers, directors, or other key        
personnel, other than that explained herein.                                    

The Law Offices of Michael S. Krome, Esq., 8 Teak Court, Lake Grove, NY 11755   
Tel. # (516) 371-4598, will pass upon certain legal matters relating            
to the offering.                                                                

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2002

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)

 CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

INDEPENDENT AUDITOR'S REPORT                                       1            

CONSOLIDATED BALANCE SHEET                                         2            

CONSOLIDATED STATEMENT OF OPERATIONS                               3            

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY                 4            

CONSOLIDATED STATEMENT OF CASH FLOWS                               5            

NOTES TO FINANCIAL STATEMENTS                                   6-10            

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 JAMES D. FREEBODY
 CERTIFIED PUBLIC ACCOUNTANT
1 The Oaks, Roslyn, New York 11576

(516) 662-5050 fax: (516) 621-9242

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF ISHOPNOMARKUP.COM INC. AND SUBSIDIARY:             

We have audited the accompanying consolidated balance sheet of                  
Ishopnomarkup.com, Inc. and Subsidiary (A Development Stage Company) as of      
December 31, 2002 and the related consolidated statements of operations,        
stockholder's equity and cash flows for the 9 months then ended. These financial
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audit.                                                                      

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the consolidated finical statements referred to above present   
fairly, in all material respects, the consolidated financial position of        
Ishopnomarkup.com, Inc. and Subsidiary as of December 31, 2002 and the          
consolidated results of its operations and its cash flows for 9 months then     
ended in conformity with generally accepted accounting principles.              

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. As discussed in Note 1 to the         
accompanying financial statements, the Company has no established source of     
revenue, which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to this matter are also discussed in Note 
1. These financial statements do not include any adjustments that might result  
from the outcome of uncertainty.                                                

                                                               JAMES D. FREEBODY
                                                     Certified Public Accountant

Roslyn, New York                                                                
April 2, 2003                                                                   

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
 DECEMBER 31, 2002

ASSETS                                                                    
CURRENT ASSETS                                                              
Cash and cash equivalents                             $         150       
Other receivables                                           -             
Prepaid and other current assets                            -             
                                               -------------
Total current assets                                          150     
PROPERTY AND EQUIPMENT                                          40,063          
GOODWILL                                                        36,743          
                                               -------------

Total Assets                                        $     76,956      
                                              ============
LIABILITIES AND STOCKHOLDERS' EQUITY                                        
CURRENT LIABILITIES                                                             
Accounts payable                                      $     -             
Stockholder loan payable                                   222,928        
                                              ------------
Total Liabilities                                        222,928      
STOCKHOLDERS' EQUITY                                                            
Preferred stock, $.001 par value;                                         
20,000,000 shares authorized, 0 shares issued             -           
Common stock, $.001 par value;                                            
200,000,000 shares authorized,                                        
111,282,093 shares issued and outstanding                111,832      
Treasury stock                                              (5,000)       
Additional paid-in capital                               5,153,733        
Deficit accumulated during development                  (5,406,538)       
                                              ------------

Total stockholders' equity                              (145,972)     
                                              ------------

Total liabilities and stockholders' equity          $      76,956     
                                               =============

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

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE 9 MONTHS ENDED DECEMBER 31, 2002

Revenue                                                     $        -          

Selling, general and administrative expense                       76,554        
                                                    ------------

Loss from operations                                              76,554        
                                                    ------------

Net Loss                                                    $    76,554         
                                                   ===========

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

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE 9 MONTHS ENDED DECEMBER 31, 2002

Balance, March 31, 2002                         $     69,418                    

Net Loss                                             (76,554)                   
                            ------------

Balance December 31, 2002                       $   (145,972)                   
                            ============

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

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF CASH FLOWS
FOR THE 9 MONTHS ENDED DECEMBER 31, 2002

CASH FLOWS FROM OPERATING ACTIVITIES                                            

Net loss                                                      $     (76,554)    
Adjustments to reconcile net loss to                                
Net cash provided (used by) operating activities:             
       Depreciation and amortization                            13,554
     Decrease in receivables and prepaids                        -
     Reduction of goodwill                                       -
       Increase in Stockholder loan payable                     63,000

Net cash used in operating activities                                -    

Cash and cash equivalents - March 31, 2002                           150  
                                                         -------------

Cash and cash equivalents - December 31, 2002              $        150   
                                                        ============

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

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2002

Note 1- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

BASIS OF PRESENTATION                                                           
The accompanying financial statements include the accounts of Ishopnomarkup.com,
Inc. ("Ishop"), a Nevada corporation formed on August 20, 1999 and its 49% owned
subsidiary C1line.com, Inc. ("C1"), a Nevada corporation formed on December 10, 
1999. Ishop and C1 are collectively referred to as the "Company". All           
significant inter-company accounts and transactions have been eliminated in     
consolidation.                                                                  

The Company conducts its operations from offices located in Great Neck, Long    
Island, New York.                                                               

Effective December 10, 1999, Ishop acquired 49% of the issued and outstanding   
common stock of C1. As a result of the transaction, the Board of Directors of   
Ishop is primarily comprised of the same individuals as C1. Accordingly,        
although Ishop only holds 49% equity interest in C1, Ishop controls the         
decision-making of C1 and, therefore, the financial statements are presented on 
a consolidated basis.                                                           

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles, which contemplate continuation of the 
Company as a going concern. However, the Company has no established source of   
revenue. This factor raises substantial doubt about the Company's ability to    
continue as a going concern. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. The financial       
statements do not include any adjustments relating to the recoverability and    
classification of recorded asset amount and classification of liabilities that  
might be necessary should the company be unable to continue in existence.       

Management plans to take the following steps it believes will be sufficient to  
provide the Company with the ability to continue in existence:                  

a)   Raise additional working capital through a private placement or public     
   offering. The private placement could be in the form of debt, equity or a
convertible debenture.                                                
b)   Seek acquisitions for the company. Acquisitions will be operating companies
in the e-commerce, internet or electronic industries.                 

NATURE OF OPERATIONS                                                            
The Company is currently a development-stage company under the provisions of the
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting 
Standards ("SFAS") NO.7.                                                        

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2002

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING          
POLICIES (Continued)                                                            

NATURE OF OPERATIONS                                                            

Ishop was formed for the purpose of developing a shopping mall on the Internet. 
Ishop will offer products through its website on the Internet and provide goods 
directly from the supplier at no markup to the purchaser. Ishop will generate   
revenues by charging a transaction fee and through advertising, and it will not 
carry an inventory. Ishop's initial Phase of its business plan will focus on    
marketing books, software, music, games and videos due to the proven popularity 
of these items on the Internet. It is anticipated that operating revenue will   
commence on or about the third quarter of the year 2003.                        

C1 was formed for the purpose of developing an Internet site offering businesses
and consumers a full range of products and services related to the construction 
industry. C1 is currently a development stage company with no continuing        
operations. It is anticipated that revenue will commence on or about the third  
quarter of the year 2003.                                                       

USE OF ESTIMATES                                                                
The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of         
contingent assets and liabilities at the date of the financial statements and   
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.                                      

CASH AND CASH EQUIVALENTS                                                       
The Company considers all highly liquid investments purchased with original     
maturities of three months or less to be cash equivalents.                      

CONCENTRATION OF CREDIT RISK                                                    
The Company places its cash in what it believes to be credit-worthy financial   
institutions. However, cash balances may exceed FDIC insured levels at various  
times during the year.                                                          

FAIR VALUE OF FINANCIAL INSTRUMENTS                                             
The carrying value of cash and cash equivalents and accounts payable            
approximates fair value due to the relatively short maturity of these           
instruments.                                                                    

PROPERTY AND EQUIPMENT                                                          
Property and equipment are recorded at cost. Repairs and maintenance costs are  
charged to operations as incurred. Depreciation is computed using straight-line 
methods calculated to amortize the cost of assets over their estimated useful   
lives, generally five to seven years. Upon retirement or other disposition of   
property and equipment, the cost and related depreciation will be removed form  
the accounts and the resulting gains or losses recorded.                        

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2002

Note 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
(Continued)                                                     

STOCK-BASED COMPENSATION                                                        
The Company has adopted the intrinsic value method of accounting for stock-based
compensation in accordance with Accounting Principles Board Opinion ("APB") No. 
25, "Accounting for Stock Issued to Employees" and related interpretations.     

GOODWILL                                                                        
Excess cost over the fair value of net assets acquired (or goodwill) generally  
is amortized on a straight-line basis over 3 years. The carrying values of      
goodwill are reviewed if the facts and circumstances suggest that they may be   
impaired. Negative operating results and negative cash flows from operations,   
among other factors, could be indicative of the impairment of goodwill. If this 
review indicates that goodwill will not be recoverable, the Company's carrying  
value of goodwill would be reduced.                                             

ORGANIZATION COSTS                                                              
In accordance with American Institutes of Certified Public Accountants"         
Statement of Position 98-5 "Reporting on the Costs of Start-Up Activities", the 
Company expenses, as incurred, costs related to organizational and start-up     
activities.                                                                     

INCOME TAXES                                                                    
Income taxes are provided for based on the liability method of accounting       
pursuant to SFAS No. 109, "Accounting for Income Taxes". Deferred income taxes, 
if any, are recorded to reflect the tax consequences on future years of         
differences between the tax bases of assets and liabilities and their financial 
reporting amounts at each year-end.                                             

LOSS PER SHARE                                                                  
The computation of basic earning per share ("EPS") is computed by dividing      
income available to common stockholders by the weighted average number of       
outstanding common shares during the period. Diluted EPS gives effect to all    
dilutive potential common shares outstanding during the period. The computation 
of diluted EPS does not assume conversion, exercise or contingent exercise of   
securities that would have anti-dilutive effect.                                

COMPREHENSIVE INCOME                                                            
SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the   
reporting and display of comprehensive income and its components in the         
financial statements. The items of other comprehensive income that are typically
required to be displayed are foreign currency items, minimum pension liability  
adjustments, and unrealized gains and losses on certain investments in debt and 
equity securities. At December 31, 2002 and for the 9 months then ended, the    
Company had no such transactions.                                               

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2002

NOTE 2 - CORPORATE ORGANIZATION                                                 

On December 10, 1999 Ishop acquired a 49% equity interest in C1 by issuing      
2,000,000 shares o f common stock at the then market price of $.19 per share, in
exchange for 10,290,000 share s of C1, issued at par value of $.001. The fair   
value of C1 assets at December 10, 1999 was $115,000 and, accordingly, goodwill 
was recorded based on the excess of the fair value of stock received from Ishop 
($380,000) and the 49% interest acquired in the C1 assets. Goodwill amortization
for the 6 months ended December 31, 2002 is $6,486.                             

NOTE 3 - PROPERTY AND EQUIPMENT                                                 

At December 31, 2002, property and equipment consisted of the following:        

 Equipment and Furniture                              $   79,680
  Less:  Accumulated Depreciation                         (39,617)
                                                      ----------
                                                        $ 40,063

Depreciation expense for the 6 months ended December 31, 2002 is $7,068.        

Note 4 - INCOME TAXES                                                           

There is currently no provision for income taxes for the 6 months ended December
31, 2002.                                                                       

At December 31, 2002, the Company had net carryforward losses of approximately  
$5,381,000. Because of the current uncertainty of realizing the benefits of the 
tax carryforward, a valuation allowance equal to the tax benefits for deferred  
taxes has been established. The full realization of the tax benefit associated  
with the carryforward depends predominantly upon the Company's ability to       
generate taxable income during the carryforward period.                         

Net Operating loss carryforwards expire in 2020.                                

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ISHOPNOMARKUP.COM, INC. AND SUBSIDIARY
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2002

NOTE 5 - RELATED PARTY TRANSACTIONS                                             

An officer, director and shareholder of the Company individually owns another   
company that includes its products on the Company's website. Such products will 
be marketed to the public at terms and conditions no different than other       
product vendors.                                                                

The Company has a contract with a consulting firm whereby another officer,      
director and shareholder of the Company is an owner of the consulting firm. This
firm has primarily been retained to actively solicit additional vendors to bring
products to the Company's website.                                              

Certain web design production and multi-media production is performed by an     
entity owned by the spouse of the Company's VP/Sales and Marketing.             

NOTE 6 - COMMITMENTS AND CONTINGENCIES                                          

The Company, effective October 2000, committed to a lease for all of its office 
through September 2005.                                                         

The following is a schedule by years of future minimum annual rental payments   
required under the lease.                                                       

                  March 31, 2003                                       $  54,000
                  March 31, 2004                                       $  54,000
                  March 31, 2005                                       $  54,000
                  December 31, 2005                                    $  27,000

Rental expense was $40,500 for the 9 months ended December 31, 2002.            

Note 7 - OPTIONS                                                                

The Company adopted an option plan "1999 Stock Option Plan" which provides for  
the issuance of options to purchase up to 5,000,000 shares of Common Stock. The 
plan was established to provide employees incentives. At December 31, 2002,     
1,577,283 options were granted (with an exercise price of $.50), none have been 
exercised. Stock options expire primarily in ten years from the date granted and
vest over service periods that range from 1 1/2 to 10 years.                    

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ISHOPNOMARKUP.COM, INC.                                                         
(A DEVELOPMENT STAGE COMPANY)                                                   

FINANCIAL STATEMENTS                                                            

MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   

FINANCIAL STATEMENTS                                                            
CONTENTS          

                                          PAGE

INDEPENDENT AUDITORS' REPORT                                 F1                 

BALANCE SHEET                                                F2                 

STATEMENT OF OPERATIONS                                      F3                 

STATEMENT OF STOCKHOLDERS' EQUITY                            F4-F7              

STATEMENT OF CASH FLOWS                                      F8                 

NOTES TO FINANCIAL STATEMENTS                                F9-F16             

INDEPENDENT AUDITORS' REPORT                                                    

TO THE BOARD OF DIRECTORS OF ISHOPNOMARKUP.COM, INC.:                           

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We have audited the accompanying balance sheet of IShopNoMarkUp.com, Inc. (A    
Development Stage Company) as of March 31, 2000 and the related statements of   
operations, stockholders' equity and cash flows for the period from August 20,  
1999 (inception) to March 31, 2000. These financial statements are the          
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audit.                       

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of IShopNoMarkUp.com, Inc. as of  
March 31, 2000 and the results of its operations and its cash flows for the     
period from August 20, 1999 (inception) to March 31, 2000 in conformity with    
generally accepted accounting principles.                                       

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. As discussed in Note 1 to the         
accompanying financial statements, the Company has no established source of     
revenue, which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to this matter are also discussed in Note 
1. These financial statements do not include any adjustments that might result  
from the outcome of this uncertainty.                                           

As discussed in Note2 to the financial statements, the Company has restated its 
March 31, 2000 financial statements to account for its investment in a certain  
affiliate pursuant to the cost method.                                          

MERDINGER, FRUCHTER ROSEN & CORSO, P.C.                                         
CERTIFIED PUBLIC ACCOUNTANTS                                                    

New York, New York                                                              
January 19, 2001                                                                

F-1 

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
BALANCE SHEET                                                                   
                                              September 30,  March 31,
                                            2000          2000
                                              -------------  ---------
ASSETS                                           (Unaudited)                
CURRENT ASSETS                                                                  
Cash and cash equivalents                        $    27,254   $    855,077 
Receivables from affiliates                          281,553        100,000 
Other receivables                                      4,362           -    
Prepaid and other current assets                      15,473         36,746 
                                                -----------    -----------
Total current assets                                 328,642        991,823 
Property and equipment, net                             71,000         52,502   
Security deposits                                       49,322           -      
Investments in affiliates                               43,229        380,000   
Deferred compensation expense                          101,989           -      
                                                -----------   ------------
Total assets                                     $   594,182   $  1,424,325 
                                                ===========   ============
LIABILITIES AND STOCKHOLDERS' EQUITY                                        
CURRENT LIABILITIES                                                           
Accounts payable and accrued expenses            $    15,453   $     32,534 
                                                -----------   ------------
Total liabilities                                     15,453         32,534 
                                                ===========   ============
COMMITMENTS AND CONTINGENCIES                             -              -      

STOCKHOLDERS' EQUITY                                                            
Preferred stock, $.001 par value;                                           
20,000,000 shares authorized, 0 shares issued          -              -   
Common stock, $0.001 par value;                                             
200,000,000 shares authorized,                                            
111,832,544 shares issued and outstanding           111,833        111,283
Additional paid-in-capital                         5,153,733      2,316,073 
Deficit accumulated during                                                  
The development stage                             (4,681,837)    (1,035,565)
Treasury stock                                   (     5,000)          -    
 Total stockholders' equity                         578,729      1,391,791
                                                -----------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $    594,182   $  1,424,325   
                                                ===========   ============

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

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
STATEMENT OF OPERATIONS                                                         

                                           August 20,     August 20,
                            Six         1999            1999
                                Months Ended  (Inception) to  (Inception) to
                                September 30,  March 31,       September 30,
                            2000         2000             2000
                                ------------   -------------  --------------
             (Unaudited) (Unaudited)
Revenue                           $      5,000   $     -         $     5,000    
Selling, general and                                                            
administrative expenses                                                         
(including stock-based                                                          
compensation of $2,212,360,                                                     
$251,740 and $2,464,100,                                                        
respectively)                        3,328,105     1,050,935       4,240,094    
                              ------------   -----------     -----------
                                 3,328,105     1,050,935       4,379,040
                              ------------   -----------     -----------
Loss from operations before                                                     
interest income  and provision                                                  
for income taxes                    (3,323,105)   (1,050,935)     (4,374,040)   

Interest income                         18,833        15,370          34,203    

Provision for income taxes                -             -                -      
                              ------------   -----------     -----------
Net loss                          $ (3,304,272)  $(1,035,565)    $(4,339,837)   
                              ============   ===========     ===========
Loss per common share -                                                         
basic and diluted                  (      0.03)  $  (   0.01)    $(     0.04)   

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

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ISHOPNOMARKUP.COM, INC.                                                         
(A DEVELOPMENT STAGE COMPANY)                                                   
STATEMENT OF STOCKHOLDERS' EQUITY                                               

                                                        [Enlarge/Download Table]

                                                                               Deficit                                     
                                                                             Accumulated                                   
                                                               Additional       During                                     
                                             Common Stock        Paid-in      Development     Treasury Stock               
                                           ------------------   Capital          Stage      -----------------              
                                           Share      Amount                                Shares    Amount     Total     
                                          --------  ------- ------------  --------------   ------     ------   ----------- 
                                                                                                                           
Balance, August 20, 1999 (inception)          -      $    -  $        -    $                   -       $        $         -
Issuance of common stock for services                                                                                      
- on October 8, 1999 at $0.001 per share  50,500,000  50,500          -               -         -           -        50,500
- on January 15, 2000 at $0.19 per share     171,895     172       32,488             -         -           -        32,660
- on February 15, 2000 at $0.19 per                                                                                        
   share                                     387,263     387       73,193             -         -           -        73,580
- on March 13, 2000 at $0.19 per share       500,000     500       94,500             -         -           -        95,000

Issuance of common stock for cash                                                                                          
- on August 27, 1999                       1,000,000   1,000        1,500             -         -           -         2,500
- on October 8, 1999                      50,343,425  50,343            -             -         -           -        50,343
- on October 11, 1999                        458,070     458       86,542             -         -           -        87,000
- on December 10, 1999                     1,159,681   1,160      219,182             -         -           -       220,342
- on December 12, 1999                        38,157      39        7,211             -         -           -         7,250
- on December 22, 1999                     1,438,458   1,439      271,872             -         -           -       273,311
- on December 23, 1999                        26,315      26        4,973             -         -           -         4,999
- on December 26, 1999                        33,333      33       24,966             -         -           -        24,999
- on December 30, 1999                        40,000      40        7,560             -         -           -         7,600
- on January 13, 2000                          7,333       7        5,493             -         -           -         5,500
- on January 15, 2000                        131,578     132       24,868             -         -           -        25,000
- on January 18, 2000                      1,820,717   1,821      344,123             -         -           -       345,944
- on February 2, 2000                        105,260     105       19,895             -         -           -        20,000
- on February 10, 2000                       115,260     115            -             -         -           -           115

The accompanying notes are integral part of these financial statements.         

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
STATEMENT OF STOCKHOLDERS' EQUITY                                               

                                                        [Enlarge/Download Table]

                                                                             Deficit                                     
                                                                           Accumulated                                   
                                                             Additional       During                                     
                                           Common Stock        Paid-in      Development    Treasury Stock                
                                         ------------------   Capital          Stage     -----------------               
                                         Share      Amount                               Shares      Amount     Total    
                                         --------  ------- ------------  --------------  ------     ------   ----------- 
                                                                                                                         
- on February 15, 2000                      78,947      79       14,921             -        -           -        15,000 
- on February 18, 2000                     107,981     109       49,934             -        -           -        50,043 
- on March 13, 2000                        592,120     592      428,778             -        -           -       429,370 
- on March 31, 2000                        226,300     226      226,074             -        -           -       226,300 

Issuance of common stock for 49%                                                                                         
  interest in C1 on December 10, 1999    2,000,000   2,000      378,000             -         -          -       380,000 
Net loss                                         -       -            -   (1,035,565)         -          -    (1,035,565)
                                         --------  ------- ------------  --------------  ------     ------   ----------- 
Balance, March 31, 2000                111,282,093 111,283    2,316,073   (1,035,565)         -          -     1,391,791 

Issuance of common stock for services                                                                                    
- on April 4, 2000 at $1 per share          10,000      10        1,890            -          -          -         1,900 
- on May 22, 2000 at $1 per share              550       1          549            -          -          -           550 
- on May 18, 2000at $1 per share             7,500       7        7,493            -          -          -         7,500 
- on June 14, 2000 at $1 per share           2,500       2        2,498            -          -          -         2,500 
- on July 20, 2000 at $1 per share           1,040       1        1,039            -          -          -         1,040 
- on July 20, 2000 at $1 per share           5,001       6        4,996            -          -          -         5,002 

Issuance of common stock for cash                                                                                        
- on April 5, 2000                          30,000      30       29,970            -          -          -        30,000 
- on April 12, 2000                         10,000      10        9,990            -          -          -        10,000 
- on April 18, 2000                         20,000      20       19,980            -          -          -        20,000 
- on April 22, 2000                         10,000      10        9,990            -          -          -        10,000 


The accompanying notes are integral part of these financial statements.         

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
STATEMENT OF STOCKHOLDERS' EQUITY                                               

                                                        [Enlarge/Download Table]

                                                          Deficit                                    
                                                        Accumulated                                  
                                          Additional       During                                    
                        Common Stock        Paid-in      Development    Treasury Stock               
                      ------------------   Capital          Stage     -----------------              
                      Share      Amount                               Shares      Amount     Total   
                      --------  ------- ------------  --------------  ------     ------   -----------
                                                                                                     
- on April 24, 2000   5,000           5        4,995             -        -           -         5,000
- on April 28, 2000  10,000          10        9,990             -        -           -        10,000
- on May 3, 2000      5,000           5        4,995             -        -           -         5,000
- on May 5, 2000      5,000           5        4,995             -        -           -         5,000
- on May 8, 2000     15,000          15       14,985             -        -           -        15,000
- on May 9, 2000      5,000           5        4,995             -        -           -         5,000
- on May 10, 2000    20,000          20       19,980             -        -           -        20,000
- on May 11, 2000    20,000          20       19,980             -        -           -        20,000
- on May 15, 2000     5,000           5        4,995             -        -           -         5,000
- on May 18, 2000     5,000           5        4,995             -        -           -         5,000
- on May 24, 2000    20,100          20       20,080             -        -           -        20,100
- on May 26, 2000    38,500          38       38,462             -        -           -        38,500
- on May 31, 2000     5,000           5        4,995             -        -           -         5,000
- on June 6, 2000    10,000          10        9,990             -        -           -        10,000
- on June 8, 2000     5,000           5        4,995             -        -           -         5,000
- on June 9, 2000    10,000          10        9,990             -        -           -        10,000
- on June 22, 2000    5,000           5        4,995             -        -           -         5,000
- on June 23, 2000   35,000          35       34,965             -        -           -        35,000
- on June 23, 2000    5,000           5        4,995             -        -           -         5,000
- on June 27, 2000    5,000           5        4,995             -        -           -         5,000
- on June 30, 2000   60,000          60       59,940             -        -           -        60,000
- on July 12, 2000   10,000          10        9,990             -        -           -        10,000

The accompanying notes are integral part of these financial statements.         

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
STATEMENT OF STOCKHOLDERS' EQUITY                                               

                                                        [Enlarge/Download Table]

                                                                               Deficit                                         
                                                                             Accumulated                                       
                                                               Additional       During                                         
                                             Common Stock        Paid-in      Development     Treasury Stock                   
                                           ------------------   Capital          Stage      -----------------                  
                                           Share        Amount                                Shares      Amount       Total   
                                           --------    ------- ------------  --------------   ------     ------     -----------
                                                                                                                               
- on July 13, 2000                           65,000        65       64,935            -           -          -          65,000 
- on July 14, 2000                           27,760        28       27,732            -           -          -          27,760 
- on July 20, 2000                           37,500        37       37,463            -           -          -          37,500 
- on July 25, 2000                           15,000        15       14,985            -           -          -          15,000 
- on July 26, 2000                            5,000         5        4,995            -           -          -           5,000 

Options issued as compensation                    -         -    2,295,858            -           -          -       2,295,858 

Net loss (unaudited)                              -         -            -    (3,304,272)         -          -     (3,304,272) 
Purchase back of common stock on                                                                                               
 June 6, 2000 at $.01 per share                   -         -            -                     500,000    (5,000)  (    5,000) 

Distribution of investment in affiliate                                                                                        
 to stockholders                                  -         -            -      (342,000)            -         -     (342,000) 
                                         -----------  ------- ------------  --------------   ---------   ------     ---------- 
Balance, September 30, 2000              111,832,544  $111,833$  5,153,733  $ (4,681,837)      500,000   $(5,000)   $ 578,729  
                                         ===========  ======== ===========  =============    =========   ========   ========== 


The accompanying notes are integral part of these financial statements.         

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
STATEMENT OF CASH FLOWS                                                         

                                                        [Enlarge/Download Table]

                                                                      August 20,     August 20,   
                                                        Six             1999           1999       
                                                     Months Ended   (Inception) to  (Inception) to
                                                     September 30,    March 31,     September 30, 
                                                         2000           2000            2000      
                                                     ------------   -------------  -------------- 
                                                     (Unaudited)     (Unaudited)                  
CASH FLOWS FROM OPERATING                                                                         
ACTIVITIES                                                                                        
                                                                                                  
  Net loss                                           $  (3,304,272) $( 1,035,565)     $(4,339,837)
  Adjustments to reconcile net   loss to                                                          
  Net cash provided (used) by operating activities:                                               
    Depreciation and amortization                            8,006         4,798           12,804 
    Stock-based compensation                             2,212,360       251,740        2,464,100 
    Loss on abandonment of fixed assets                      7,244             -            7,244 
    (Increase) Decrease in:                                                                       
    Other receivables                                  (  185,915)  (   100,000)     (   285,915) 
    Security deposits                                  (   49,322)            -      (    49,322) 
    Prepaid expenses and other current assets              21,273        36,746)     (    15,473) 
    (Decrease) Increase in:                                                                       
    Accounts payable                                   (   17,082)       32,534           15,452  
                                                       ----------    ----------     ------------  
NET CASH USED IN OPERATING ACTIVITIES                  (1,307,708)   ( 883,239)      (2,190,947)  
                                                       ----------    ----------     ------------  
CASH FLOWS FROM INVESTING ACTIVITIES                                                              
  Purchase of property and equipment                   (   36,475)   (   57,300)      (   93,775) 
  Investment                                           (    2,500)            -       (    2,500) 
                                                       ----------    ----------     ------------  
NET CASH (USED BY) PROVIDED BY INVESTING ACTIVITIES    (   38,975)   (   57,300)      (   96,275) 
                                                       ----------    ----------     ------------  
CASH FLOWS FROM FINANCING ACTIVITIES                                                              
  Issuance of common stock for cash                       523,860     1,795,616        2,319,476  
  Purchase of treasury stock                           (    5,000)            -       (    5,000) 
                                                       ----------    ----------     ------------  
NET CASH PROVIDED BY FINANCING ACTIVITIES                 518,860     1,795,616        2,314,476  
                                                       ----------    ----------     ------------  
NET (DECREASE) INCREASE IN                                                                        
  CASH AND CASH EQUIVALENTS                            (  827,823)      855,077           27,254  

  CASH AND CASH EQUIVALENTS - Beginning of Period         855,077             -                -  
                                                       ----------    ----------     ------------  
CASH AND CASH EQUIVALENTS - End of Period            $     27,254    $  855,077     $     27,254  
                                                     ============    ==========     ============  

CASH PAID DURING THE PERIOD FOR:                                                                  
  Interest Expense                                   $          -    $        -     $          -  
                                                     ============    ==========     ============  
  Income Taxes                                       $          -    $        -     $          -  
                                                     ============    ==========     ============  


The accompanying notes are an integral part of the financial statements.        

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

BASIS OF PRESENTATION AND NATURE OF OPERATIONS                                  
Ishopnomarkup.com, Inc. ("Ishop" or the "Company"), is a Nevada corporation     
formed on August 20, 1999. The Company is currently a development-stage company 
under the provisions of the Financial Accounting Standards Board ("FASB")       
Statement of Financial Accounting Standards ("SFAS") NO. 7. The Company conducts
its operations from offices located in Garden City, Long Island, New York.      

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles, which contemplate continuation of the 
Company as a going concern. However, the Company has no established source of   
revenue. This factor raises substantial doubt about the Company's ability to    
continue as a going concern. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. The financial       
statements do not include any adjustments relating to the recoverability and    
classification of recorded asset amounts and classification of liabilities that 
might be necessary should the Company be unable to continue in existence.       

Management plans to take the following steps that it believes will be sufficient
to provide the Company with the ability to continue in existence:               

a) Raise additional working capital through a private placement. The private    
placement will be in the form of debt, equity or a convertible debenture.       

b) Seek acquisitions for the company. Acquisitions will be operating companies  
in the e-commerce, internet or electronic industries.                           

UNAUDITED FINANCIAL INFORMATION                                                 
In the opinion of the Company, the accompanying unaudited financial statements  
contain all adjustments (consisting of only normal recurring adjustments)       
necessary to present fairly its financial position as of September 30, 2000 and 
the results of its operations and cash flows for the six months ended September 
30, 2000. These statements are condensed and therefore do not include all of the
information and footnotes required by generally accepted accounting principles  
for complete financial statements. The results of operations for the six months 
ended September 30, 2000 are not necessarily indicative of the results to be    
expected for the full year.                                                     

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING          
POLICIES (CONTINUED)                                                            

NATURE OF OPERATIONS                                                            
Ishop was formed for the purpose of developing a shopping mall on the Internet. 
Ishop will offer products through its website on the Internet and provide goods 
directly from the supplier, at no markup to the purchaser. Ishop will generate  
revenues by charging a transaction fee and through advertising, and it will not 
carry an inventory. Ishop's initial phase of its business plan will focus on    
marketing of books, software, music, games and videos due to the proven         
popularity of these items on the Internet. It is anticipated that operating     
revenue will commence on or about the second quarter of the year 2000/2001.     

USE OF ESTIMATES                                                                
The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of         
contingent assets and liabilities at the date of the financial statements and   
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.                                      

CASH AND CASH EQUIVALENTS                                                       
The Company considers all highly liquid investments purchased with original     
maturities of three months or less to be cash equivalents.                      

CONCENTRATION OF CREDIT RISK                                                    
The Company places its cash in what it believes to be credit-worthy financial   
institutions. However, cash balances may exceed FDIC insured levels at various  
times during the year.                                                          

FAIR VALUE OF FINANCIAL INSTRUMENTS                                             
The carrying value of cash and cash equivalents and accounts payable            
approximates fair value due to the relatively short maturity of these           
instruments.                                                                    

PROPERTY AND EQUIPMENT                                                          
Property and equipment are recorded at cost. Repairs and maintenance costs are  
charged to operations as incurred. Depreciation is computed using straight-line 
methods calculated to amortize the cost of assets over their estimated useful   
lives, generally five to seven years. Upon retirement or other disposition of   
property and equipment, the cost and related depreciation will be removed from  
the accounts and the resulting gains or losses recorded.                        

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING          
POLICIES (CONTINUED)                                                            

STOCK-BASED COMPENSATION                                                        
The Company has adopted the intrinsic value method of accounting for stock-     
based compensation in accordance with Accounting Principles Board Opinion       
("APB") No. 25, "Accounting for Stock Issued to Employees" and related          
interpretations.                                                                

ORGANIZATION COSTS                                                              
In accordance with American Institutes of Certified Public Accountants'         
Statement of Position 98-5 "Reporting on the Costs of Start-Up Activities", the 
Company expenses, as incurred, costs related to organizational and start- up    
activities.                                                                     

INCOME TAXES                                                                    
Income taxes are provided for based on the liability method of accounting       
pursuant to SFAS No. 109, "Accounting for Income Taxes". Deferred income taxes, 
if any, are recorded to reflect the tax consequences on future years of         
differences between the tax bases of assets and liabilities and their financial 
reporting amounts at each year-end.                                             

INVESTMENTS                                                                     
Investments in affiliates which are less than 20% are being carried on the cost 
basis.                                                                          

LOSS PER SHARE                                                                  
The computation of basic earnings per share ("EPS") is computed by dividing     
income available to common stockholders by the weighted average number of       
outstanding common shares during the period. Diluted EPS gives effect to all    
dilutive potential common shares outstanding during the period. The computation 
of diluted EPS does not assume conversion, exercise or contingent exercise of   
securities that would have an anti-dilutive effect. Nominal issuance of stock is
deemed to be outstanding for the entire period presented.                       

The shares used in the computation were as follows:                             

                                      March 31, 2000      September 30, 2000
                                      --------------      ------------------
Basic and Diluted                         111,832,544          111,832,544      
                                     =============       =================

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING          
POLICIES (CONTINUED)                                                            

COMPREHENSIVE INCOME                                                            
SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the   
reporting and display of comprehensive income and its components in the         
financial statements. The items of other comprehensive income that are typically
required to be displayed are foreign currency items, minimum pension liability  
adjustments, and unrealized gains and losses on certain investments in debt and 
equity securities. At March 31, 2000 and for the period then ended, the Company 
had no such transactions.                                                       

NOTE 2 - RESTATEMENT                                                            

The Company has restated its financial statements for the period of inception to
March 31, 2000 as a result of the following:                                    

The Company, as described in Note 3, will account for its investment in         
C1line.com, Inc. ("C1") pursuant to the cost method, rather than on a           
consolidated basis, as control of C1 decision making no longer is retained by   
the Company. The effect of the restatement is to eliminate goodwill of $287,000,
reduce cash by $26,000, reduce property and equipment by $14,800, and reduce the
net loss by $80,000.                                                            

NOTE 3 - CORPORATE ACQUISITIONS AND DISPOSITION                                 

On December 10, 1999, Ishop acquired a 49% equity interest in C1 by issuing     
2,000,000 shares of common stock at the then market price of $.19 per share, in 
exchange for 10,290,000 shares of C1, issued at par value of $.001. On July 28, 
2000, the Company distributed 90% of its investment in C1 to the Company's      
stockholders. The carrying value in the financial statements has been reduced to
$38,000. Since the ownership of the substantial portion of the investment was   
temporary, the investment has been accounted for pursuant to the cost method.   

The Company also has investments in three other entities. All of these          
investments are less than 20% of the outstanding stock of the investor and are  
carried on the cost basis. The aggregate investment in these three affiliates at
September 30, 2000 is $5,229.                                                   

NOTE 4 - PROPERTY AND EQUIPMENT                                                 

Property and equipment consisted of the following:                              

                                     March 31, 2000     September 30, 2000
Equipment and Furniture                   $  46,654           $   79,681        
Leasehold Improvements                       10,646                    -        
                                   ---------           -----------
                                     57,300               79,681
Less:  Accumulated Depreciation              (4,798)               8,681        
                                   ---------           -----------
                                  $  52,502           $   71,000
                                   =========           ===========

Depreciation expense for the year ended March 31, 2000 is $4,798, and for the   
six months ended September 30, 2000 is $8,006.                                  

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NOTE 5 -INCOME TAXES                                                            

The components of the provision for income taxes for the period from August 20, 
1999 (inception) to March 31, 2000, are as follows:                             

Current Tax Expense                                                             
U.S. Federal                                        $           -       
State                                                           -       
                                               -------------
Total Current                                                       -           

Deferred Tax Expense                                                            
U.S. Federal - State -                                                  
                                               -------------
Total Deferred                                                      -           

Total Tax Provision (Benefit) from                                              
Continuing Operations                                   $           -           
                                               -------------

The reconciliation of the effective income tax rate to the Federal statutory    
rate is as follows:                                                             

Federal Income Tax Rate                                          34.0%          
Effect of Valuation Allowance                                (   34.0)%         
Effective Income Tax Rate                                         0.0%          

At March 31, 2000, the Company had net carry forward losses of approximately    
$1,035,505. Because of the current uncertainty of realizing the benefits of the 
tax carry forward, a valuation allowance equal to the tax benefits for deferred 
taxes has been established. The full realization of the tax benefit associated  
with the carry forward depends predominantly upon the Company's ability to      
generate taxable income during the carry forward period.                        

Deferred tax assets and liabilities reflect the net tax effect of temporary     
differences between the carrying amount of assets and liabilities for financial 
reporting purposes and amounts used for income tax purposes. Significant        
components of the Company's deferred tax assets and liabilities as of March 31, 
2000 are as follows:                                                            

Deferred Tax Assets                                                             
Loss Carry forwards                                           $    352,000    

Less:  Valuation Allowance                                    (   352,000)    
                                                         -------------
Net Deferred Tax Assets                                                 -     
                                                          ==============

Net operating loss carry forwards expire in 2020.                               

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

NOTE 6 - RELATED PARTY TRANSACTIONS                                             

An officer, director and shareholder of the Company individually owns another   
company that includes its products on the Company's website. Such products will 
be marketed to the public at terms and conditions no different than other       
product vendors.                                                                

The Company has a contract with a consulting firm whereby another officer,      
director and shareholder of the Company is an owner of the consulting firm. This
firm has primarily been retained to actively solicit additional vendors to bring
products to the Company's website.                                              

Certain web design production and multi-media production is performed by an     
entity owned by the spouse of the Company's VP/Sales and Marketing.             

The Company has advanced funds to its affiliates, aggregating $281,553,         
including interest at 10%.                                                      

The Company leases office space to these entities at fair market rates.         

NOTE 7 - COMMITMENTS AND CONTINGENCIES                                          

The Company, effective April 2000, committed to a lease for all of its office   
space, through October 2002.                                                    

The following is a schedule by years of future minimum annual rental payments   
required under the lease.                                                       

March 31, 2001 $ 339,456 March 31, 2002 $ 350,064 March 31, 2003 $ 175,032      

Rental expense was $22,800 for the year ended March 31, 2000, and $80,992 for   
the six months ended September 30, 2000 (see Note 5).                           

NOTE 8 - OPTIONS                                                                

The Company adopted an option plan "1999 Stock Option Plan" which provides for  
the issuance of options to purchase up to 5,000,000 shares of Common Stock. The 
plan was established to provide employee incentives.                            

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

NOTE 8 - OPTIONS (CONTINUED)                                                    

The Company uses the intrinsic value method (APB Opinion 25) to account for its 
stock options granted to officers, directors, and employees. Under this method, 
compensation expense is recorded over the vesting period based on the difference
between the exercise price and quoted market price on the date the options are  
granted.                                                                        

The Company has adopted only the disclosure provisions of SFAS 123 "Accounting  
for Stock-Based Compensation". At March 31, 2000, 1,558,283 options were granted
(with an exercise price of $.50), none have been exercised. Stock options expire
primarily in ten years from the date granted and vest over service periods that 
range from 11/2 to 10 years. The weighted average fair value of options granted 
during the period ended March 31, 2000 estimated on the date of grant using the 
Black-Sholes option-pricing model was $-0-. The fair value of these options     
granted is estimated on the date of grant using the following assumptions:      
expected volatility of 1%, risk-free interest rate of 6.0%, and an expected life
of ten years.                                                                   

During the six month period ended September 30, 2000, the Company granted       
options to purchase 4,591,717 shares of common stock, with an exercise price of 
$.50. The options vest over a period of 0 to 2 years. As the exercise price was 
less than the fair value of the common stock at the date of grant, compensation 
expense of $2,193,869 has been recorded in the financial statements. The        
estimated fair value of the options granted during the six month period ended   
September 30, 2000 was $.55 per option valued using the Black-Sholes option     
pricing model with the following assumption: Volatility of 0%, risk-free        
interest rate of 5.25%, and an expected life of two years.                      

Proforma loss and loss per share information, for the six month period ended    
September 30, 2000, if the provisions of SFAS 123 had been adopted, as follows: 

Loss as reported            $ (3,304,272)                                       
-------------           
Proforma loss               $ (3,522,558)                                       
-------------           
Proforma loss per share     $ (     0.03)                                       

Stock option activity is summarized as follows:                                 
                                                              Weighted
                                            Number of        Average
                                                 Shares       Exercise price
                                               -----------    --------------
Stock option activity is summarized as follows:                                 
Outstanding, at inception, August 20, 1999             -        $          -    

Granted                                          1,558,283      $        0.50   
                           ---------
Outstanding at March 31, 2000                    1,558,283      $        0.50   
                           =========
Exercisable at March 31, 2000                            -                      
                           =========

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ISHOPNOMARKUP.COM, INC.                                                         
(A Development Stage Company)                                                   
NOTES TO FINANCIAL STATEMENTS                                                   
MARCH 31, 2000 AND SEPTEMBER 30, 2000                                           

NOTE 7 - OPTIONS (CONTINUED)                                                    

Weighted average remaining life at March 31, 2000 is 9.5 years.                 

                                                Weighted
                          Number of            Average
                              Shares            Exercise price
                             -----------        --------------

Outstanding, April 1, 2000             1,558,283         $         0.50         

Granted                                4,591,717         $         0.50         
Cancelled                             (1,150,000)        $         0.50         
                             -----------        --------------

Outstanding, September 30, 2000        5,000,000         $         0.50         
                             -----------        --------------

Exercisable, September 30, 2000        4,358,717         $         0.50         

Weighted average remaining life at September 30, 2000 is 4.75 years.            

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APPENDIX                                                                        

No dealer, salesperson or any other person                                      
is authorized to give any information or                                        
to make any representations in connection                                       
with this Prospectus and, if given or made,                                     
such information or representations must                                        
not be relied upon as having been authorized                                    
by us. This Prospectus does not constitute                                      
an offer to sell or a solicitation of an        iShopNoMark up .com, Inc.       
offer to buy any security other than the                                        
securities offered by this Prospectus, or                                       
an offer to sell or solicitation of an                                          
offer to buy any securities by anyone in                                        
any jurisdiction in which such offer or                                         
solicitation is not authorized or is                                            
unlawful. The delivery of this Prospectus                                       
shall not, under any circumstances, create                                      
any implication that the information herein                                     
is correct as of any time subsequent to the                                     
date of the Prospectus For Office Use Only:                                     
---------------------------------------------                                   
Until June 30, 2003 all dealers effecting                5,000,000              
transactions in the registered securities,         SHARES COMMON STOCK          
whether or not participating in this            ($.001 par value per share)     
distribution, may be required to deliver a                                      
prospectus. This is in addition to the                                          
obligation of dealers to deliver a prospectus                                   
when acting as underwriters and with respect                                    
to their unsold allotments or subscriptions.                                    

TABLE OF CONTENTS                                                               
Summary                                  5                                      
Our Company                              5                                      
Management's Discussion and                                                     
Analysis of Financial                                                           
Condition and Plan of Operations         7                                      
Risk Factors                             8                                      
Losses since our inception               8                                      
Seasonal economic conditions             9                                      
Revenues and results fluctuate           9                                      
Need for additional capital              9                                      
Control of the corporation              10                                      
Failure to service customers            10                                      
Use of Proceeds                         10                                      
Capitalization                          11                                      
Dilution                                12                                      
Business                                14                                      
Principal Shareholders                  15                                      
Management                              17         ISHOPNOMARKUP.COM, INC.      
Certain Transactions                    21          683 Middle Neck Road        
Description of Securities               22          Great Neck, NY 11021        
Shares Eligible for Future Sale 23                                              
Available Information                   24                                      
Dividend Policy                         25                                      
Stock Transfer Agent                    25                                      
Experts                                 25          ___________,2002            
Legal Matters                           26                                      
Index to Financial Statements           F-1                                     
---------------------------------------                                         

Broker/Dealer Name & Address -------------------------------------------------  
Investor: --------------------------------------------------------------------  
Investor #: ------------------------------------------------------------------  

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SUBSCRIPTION                                                                    
AGREEMENT                                                                       
For                                                                             
I SHOP NO MARKUP.COM,INC.                                                       
COMMON STOCK ($10.00 PER SHARE)                                                 

Persons interested in purchasing common stock of iShopNoMarkup.com, Inc. Must   
complete and return this Subscription Agreement along with their check or Money 
order to:                                                                       

iShopNoMarkup.com, Inc.                                                         
683 Middle Neck Road                                                            
Great Neck, NY 11021 ("the Issuer") ("the Company")                             

Subject only to acceptance hereof by the issuer, in its discretion, the         
undersigned hereby subscribes for the number of common shares and at the        
aggregate subscription price set forth below.                                   

An accepted copy of this Agreement will be returned to the Subscriber as a      
receipt, and the physical stock certificates shall be delivered to each Investor
within thirty (30) days of the Close of this offering.                          

SECURITIES OFFERED - The Company is selling 5,000,000 shares ($.001 par value   
per share) at $10.00 per share.                                                 

MINIMUM SUBSCRIPTION - In connection with this subscription the Undersigned     
hereby subscribes to the number of common shares shown in the following table.  

ALL SUBSCRIBERS - THE MINIMUM SUBSCRIPTION IS 250 SHARES.                       

Number of Common Shares        =                                                
    ----------------
Multiply by Price of Shares    x  $10.00 per Share                              
    ----------------
Aggregate Subscription Price   =  $                                             
     ---------------

Check or money order shall be made payable to iShopNoMarkup.com, Inc. or by wire
transfer as per instructions listed below.                                      

WIRING INSTRUCTIONS:                                                            

HSBC BANK                                                                       
523 MIDDLE NECK RD.                                                             
GREAT NECK, NY 11023                                                            

CONTACT: MR. RONALD M.  BERKOWITZ - BRANCH MANAGER                              

BANK PHONE NUMBER: 516-482-1110                                                 
BANK FAX NUMBER: (516) 482-2793                                                 

ROUTING NUMBER (ABA #) 021001088                                                

ACCOUNT NO. 920-06125-7                                                         

IN THE NAME OF: ISHOPNOMARKUP.COM. INC.                                         

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In connection with this investment in the Company, I represent and warrant as   
follows:                                                                        

a) Prior to tendering payment for the shares, I received a copy of and read your
prospectus dated _________________,2002.                                        

b) I am a bonafide resident of the state of_____________________                

c) The Issuer and the other purchasers are relying on the truth and accuracy of 
the declarations, representations and warranties herein made by the undersigned.
Accordingly, the foregoing representations and warranties and undertakings are  
made by the undersigned with the intent that they may be relied upon in         
determining his/her suitability as a purchaser. Investor agrees that such       
representations and warranties shall survive the acceptance of Investor as a    
purchaser, and Investor indemnifies and agrees to hold harmless, the Issuer and 
each other purchaser from and against all damages, claims, expenses, losses or  
actions resulting from the untruth of any of the warranties and representations 
contained in this Subscription Agreement.                                       

d) I am relying only on the information contained in the prospectus and         
understand that no other information provided by any other parties is authorized
other than contained in the prospectus and I am making my investment based on   
the information presented in the prospectus only.                               

Please register the shares which I am purchasing as follows:                    

NAME: DATE:                                                                     
As (check one)                                                                  
[ ] Individual [ ] Tenants in Common [ ] Existing Partnership                   
[ ] Joint Tenants [ ] Corporation [ ] Trust                                     
[ ] Minor with adult [ ] IRA custodian under the Uniform Gift to Minors Act     

For the person(s) who will be registered shareholder(s):                        

------------------------------          ---------------------------------       
Signature of Subscriber                   Residence Address                     

------------------------------          ---------------------------------       
Name of Subscriber (Printed)              City or Town                          

------------------------------          ---------------------------------       
Signature of co-Subscriber                State      Zip Code                   

------------------------------          ---------------------------------       
Name of co-Subscriber (Printed)           Telephone                             

------------------------------          ---------------------------------       
Subscriber Tax I.D. or                    Co-Subscriber Tax I.D. or             
Social Security Number                    Social Security Number                

------------------------------                                                  
E-mail Address (if available)                                                   

ACCEPTED BY:ISHOPNOMARKUP.COM, INC.                                             

By:--------------------               Date--------------                        
Officer                                                     

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PART II-INFORMATION NOT REQUIRED IN PROSPECTUS                                  

ITEM 24. INDEMNIFICATION OFFICERS AND DIRECTORS                                 

The information required by this item is incorporated by reference to           
"indemnification" in the prospectus herein.                                     

At present we have not entered into individual indemnity agreements with our    
Officers or Directors. However, our By-Laws and Certificate of Incorporation    
provide a blanket indemnification that we shall indemnify, to the fullest extent
under Nevada law, our directors and officers against certain liabilities        
incurred with respect to their service in such capabilities. In addition, the   
Certificate of Incorporation provides that the personal liability of our        
directors and officers and our stockholders for monetary damages will be        
limited.                                                                        

Insofar as indemnification for liabilities arising under the Securities Act may 
be permitted to our directors, officers and controlling persons Pursuant to the 
foregoing provisions, or otherwise, we have been advised that in the opinion of 
the Securities and Exchange Commission, such indemnification is against public  
policy as expressed in the Securities Act of 1933, as amended, and is,          
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, we will, unless in the      
opinion of our counsel the matter has been settled by controlling precedent,    
submit to a court of appropriate jurisdiction the question of whether such      
indemnification by it is against public policy as expressed in the Securities   
Act of 1933, as amended, and we will be governed b y the final adjudication of  
such case.                                                                      

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

SEC Registration                                   $   13,200.00                
Blue Sky Fees and Expenses                         $    4,100.00                
Legal Fees and Expenses                            $   20,000.00                
Printing and Engraving Expenses                    $   13,700.00                
Transfer Agent                                     $    7,000.00                
Accountant's Fees and Expenses                     $   15,000.00                
                                   -------------
Total                                              $   73,000.00                

The foregoing expenses, except for the SEC fees, are estimated. The above       
expenses are included in the 15% estimated cost of selling the offering. (See   
"Use of Proceeds section of the prospectus).                                    

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.                               

(a) Unregistered Securities sold within the past three years.                   

We issued 50,500,000 shares of Common Stock to Yousef Neissani, in connection   
with our initial capitalization. The total price paid for the shares was        
$50,500, or $0.001 per share.                                                   

We issued 50,500,000 shares of Common Stock to Anthony Knight on August 20,     
1999, pursuant to an exemption from registration under Section 4(2) of the      
Securities Act of 1933, as amended (the "Securities Act"), in connection with an
agreement with Mr. Knight. Pursuant to the terms of the agreement, the Common   
Stock was issued as consideration for the preparation by Mr. Knight of a        
business plan designed to educate prospective venture investors about our       
business to business and business to consumer programs. The value of the shares 
issued pursuant to this agreement was $50,500.                                  

We issued 1,000,000 shares of Common Stock to Mike Gumport in August 1999 who   
later became a director of the Company, in connection with our initial          
capitalization and pursuant to an exemption from registration under Section 4(2)
of the Securities Act. The total price paid for the shares was $2,500, or $.0025
per share. Subsequently 500,000 shares were returned to the Company when Mr.    
Gumport became a member of the board of advisors and no longer served as a      
member of the board of directors, and now show as treasury stock on our balance 
sheet.                                                                          

We issued 131,581 shares of Common Stock to PSY Trading, Inc. ("PSY"), a company
owned by Moussa Yeroushalmi, on December 10, 1999, in connection with our       
initial capitalization and pursuant to an exemption from registration under     
Section 4(2) of the Securities Act. The total price paid for the shares was     
$25,000, or $.19 per share.                                                     

We issued 2,000,000 shares of Common Stock to PSY, Inc., on December 10, 1999,  
in exchange for 10,290,000 shares of ClLine.com, Inc., common stock.            

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We issued 5,191,917 shares of Common Stock in a private placement, conducted    
beginning on September 21, 1999, and concluding on January 12, 2000. The price  
per unit was $.019. The total consideration received by us in connection with   
this private placement was $986,446. The offer and sale of the shares was       
conducted pursuant to Rule 506 of Regulation D of the Commission without any    
general solicitation. There were no non-accredited purchasers.                  

We issued 1,085,748 shares of Common Stock during a period running from February
15,2000, under the terms of an Employee Stock Compensation Plan (the "Stock     
Compensation Plan"), in which the Common Stock was issued to some of our        
directors, key employees and consultants. The Stock Compensation Plan, created  
by a Board resolution, was established pursuant to an exemption under rule 701  
of the Securities Act. The total value of the shares issued pursuant to this    
Stock Compensation Plan was $219,731.                                           

We issued 673,137 shares of Common Stock in a second round of private placement 
financing, beginning on January 7, 2000, and concluding on February 3, 2000 The 
price per unit was $.075. The total consideration received by us in connection  
with this private placement was $504,853. The offer and sale of the shares was  
conducted pursuant to Rule 506 of Regulation D, without any general             
solicitation. There were no non-accredited purchasers.                          

We issued 750,160 shares of Common Stock in a third round of private placement  
financing, conducted beginning on February 4, 2000, and concluding on July 26,  
2000. The price per unit was $1.00. The total consideration received by us in   
connection with this private placement was $750,160. This offer and sale of the 
shares was conducted pursuant to Rule 506 of Regulation D, without any general  
solicitation. There were no non-accredited purchasers.                          

There's an agreement between Mr. Yousef Neissani and PSY Trading Inc., which is 
owned 100% by Mr. Moussa Yeroushalmi wherein in that agreement Mr. Neissani     
transferred his entire share other than 1M share to PSY Trading Inc.            

ITEM 27. - EXHIBITS                                                             

Index to Exhibits 

SEC REFERENCE      TITLE OF DOCUMENT               LOCATION                     
NUMBER                                                                          
3.1                Articles of Incorporation        Previously Filed            
-----------------------------------------------------------------------------   
3.2                Bylaws                           Previously Filed            
-----------------------------------------------------------------------------   
5.1                Consent of Miles Garnett, Esq.   Previously Filed            
-----------------------------------------------------------------------------   
10.1               Lease Agreement                  Previously Filed            
-----------------------------------------------------------------------------   
10.2               Trademark Applications           Previously Filed            
-----------------------------------------------------------------------------   
10.3               1999 Stock Option Plan           Previously Filed            
-----------------------------------------------------------------------------   
10.4               Stock Option Agreements          Previously Filed            
-----------------------------------------------------------------------------   
10.5               Standard Supplier Agreement      Previously Filed            
-----------------------------------------------------------------------------   
10.6               Employment Agreements            Previously Filed            
-----------------------------------------------------------------------------   
10.7               Agreement w/Ian Noakes                                       
       for Overseas Offices             Previously Filed
-----------------------------------------------------------------------------   
10.8               Consulting Agreement                                         
       w/ Knight Mitchell               Previously Filed
-----------------------------------------------------------------------------   
10.9               Purchase Agreement                                           
       w/ Big Y and other terms         Previously Filed
-----------------------------------------------------------------------------   
10.11              Stock Compensation Plan          Previously Filed            
-----------------------------------------------------------------------------   
10.12              Persons receiving stock                                      
       under Stock Compensation Plan    Previously Filed
with details                              
-----------------------------------------------------------------------------   
10.13              Consulting Agreements            Previously Filed            
10.14              Lease Agreement                                              
       for relocation                   Previously Filed
-----------------------------------------------------------------------------   
11.1               Statement re: Computation                                    
       of per share earnings            Previously Filed
-----------------------------------------------------------------------------   
21.1               Subsidiaries of iShop            Previously Filed            
-----------------------------------------------------------------------------   
23.1               Consent of Accountant,           Previously Filed            
-----------------------------------------------------------------------------   
27.1               Financial Data Schedule          Previously Filed            

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SIGNATURES                                                                      

In accordance with the requirements of the Securities Act of 1933, this         
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration     
statement to be signed on our behalf by the undersigned, in the city of Great   
Neck, State of New York, on March 31, 2003.                                     

(REGISTRANT) I SHOP NO MARKUP.COM, INC.                                         
--------------------------                

BY /S/ MOUSSA YEROUSHALMI         
------------------------------------------  
MOUSSA YEROUSHALMI, CHIEF EXECUTIVE OFFICER 

In accordance with the Securities Act of 1933 this registration was signed by   
the following persons in the capacities and on the dates indicated.             

(SIGNATURE)              /S/ MOUSSA YEROUSHALMI                                 
        --------------------------------------------
MOUSSA YEROUSHALOMI, CEO    

(DATE)                                                                          

(SIGNATURE)              /S/ JAMES FREEBODY                                     
       -----------------------------------------------
JAMES FREEBODY, CFO           

(DATE)                                                                          

Who must sign: the small business issuer, its principal executive officer or    
officers, its principal financial officer, its controller or principal          
accounting officer and at least the majority of directors or persons performing 
similar functions.                                                              

32

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		12/31/05		37					None on these Dates
		3/31/05		37
		3/31/04		37
		3/15/04		2		4
		6/30/03		55
Filed on:		4/4/03
		4/2/03		28
		3/31/03		37		60
		12/31/02		26		37
		9/30/02		7		22
		4/1/02		7
		3/31/02		7		52
		3/31/01		52
		1/19/01		39
		9/30/00		7		54
		8/22/00		18
		7/28/00		50
		7/26/00		59
		7/20/00		43
		7/6/00		24
		6/16/00		21
		6/14/00		43
		6/6/00		45
		5/22/00		43
		5/18/00		43
		4/4/00		43
		3/31/00		24		54
		3/13/00		42
		2/15/00		42
		2/4/00		59
		2/3/00		59
		1/15/00		42
		1/12/00		59
		1/7/00		59
		12/10/99		3		58
		12/1/99		21
		10/8/99		42
		9/21/99		59
		8/20/99		3		58
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