ANYTHING INTERNET CORP
SB-2/A, 1999-06-15
NONSTORE RETAILERS
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================================================================================

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


                                 AMENDMENT NO. 3
                                       TO
                                    FORM SB-2


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          ANYTHING INTERNET CORPORATION
                  ---------------------------------------------
                 (Name OF Small Business Issuer in its Charter)


         COLORADO                    5961                    84-1425882
  ----------------------     ----------------------     ----------------------
  (State or jurisdiction     (Primary Standard             (I.R.S. Employer
    of incorporation or       Classification Code       Identification Number)
      organization)            Industry Number)

                          3020 NORTH EL PASO, SUITE 103
                           COLORADO SPRINGS, CO  80907
                                  719-227-1903
          ------------------------------------------------------------
          (Address and Telephone Number of Principal Executive offices)

                                 J. SCOTT SITRA
                          3020 NORTH EL PASO, SUITE 103
                           COLORADO SPRINGS, CO  80907
                              719-227-1903 EXT. 102
            --------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                        Copies of all Communications to:

                            WILLIAM M. ZIERING, ESQ.
                       FOUR EMBARCADERO CENTER, SUITE 3400
                          SAN FRANCISCO, CA  94111-4187
                             TELEPHONE: 415-956-0161
                             FACSIMILE: 415-398-3249

<PAGE>
Approximate  date  of  commencement  of  proposed sale to the public: As soon as
practical  after  this Registration Statement becomes effective and the warrants
representing  the  common  stock  being  registered  herein  are  exercised.

If this Form is filed to register additional securities for an offering pursuant
to  Rule  462(b)  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(c) 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.  [  ]

If  any  of  the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act please
check  the  following  box.  [X]

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
                              Proposed     Proposed
Title of Each                 Maximum      Maximum
   Class of                   Offering     Aggregate     Amount of
Securities to  Amount to be   Price per    Offering     Registration
be Registered  Registered     Share(1)     Price(1)         Fee
- -------------------------------------------------------------------------------
<S>            <C>            <C>          <C>          <C>
common stock,
no par value,
underlying
Outstanding
Warrants             200,000  $      3.00  $   600,000  $      166.80
- -------------------------------------------------------------------------------
     Total                                              $      166.80
<FN>
(1)     The  maximum  offering  price  per  share  of  the common stock has been
calculated  pursuant  to  Rule  457(g).
</TABLE>

                                        2
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH 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  OR  UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE  SECURITIES  AND EXCHANGE COMMISSION ("COMMISSION"), ACTING PURSUANT TO SAID
SECTION  8(a),  MAY  DETERMINE.

                                EXPLANATORY NOTE

     We  are registering the common stock to comply with contractual obligations
arising  under  issued  and  outstanding  stock  purchase  warrants.  We  are
registering  these  shares of common stock so that these investors may sell from
time  to  time  in  the public market, should one develop, any common stock they
acquire  upon  the  exercise  of their warrants.  We refer to these investors as
"selling  stockholders"  in  this  registration  statement  and  will receive no
proceeds  from  the  sale  of  these  shares by such stockholders other than the
amounts  received  from  them  exercising  their  warrants into shares of common
stock.  There  will  be no general offering of shares to the public.  Therefore,
no  underwriter  is  being  used.

PART  I
- ------

   FRONT OF REGISTRATION STATEMENT AND OUTSIDE FRONT COVER PAGE OF PROSPECTUS.

ANYTHING  INTERNET  CORPORATION

[ANYTHING  INTERNET  LOGO]

PROSPECTUS

200,000  Shares  of  common  stock

     This prospectus relates to the offering by certain stockholders of Anything
Internet  Corporation  of  200,000  shares  of  our  common  stock.

Investing in the common stock involves a high degree of risk.  You should invest
in  the  common stock only if you can afford to lose your entire investment. See
"Risk  Factors"  beginning  on  page  5  of  this  prospectus.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has  approved  or disapproved these securities or determined if this
prospectus  is  truthful  or  complete.  Any representation to the contrary is a
criminal  offense.

                                        3
<PAGE>
     Price  to  Selling  Shareholders     Underwriting

Discount  (1)     Proceeds  to
Company   (2)
Per  Share     $3.00        -0-     $3.00
Total          $600,000     -0-     $600,000
- ---------------------------------------------------------------
(1)  No  underwriters  are  being  used  to  conduct  this  offering.
(2)  Before  deducting  expenses  estimated  at  $26,667.

June  [insert],  1999.


            INSIDE FRONT AND OUTSIDE BACK COVER PAGES OF PROSPECTUS.

Table  of  contents

<TABLE>
<CAPTION>

                      Table  of  contents

                                                        Page
                                                        ----
<S>                                                      <C>
Prospectus Summary                                         3
Risk Factors                                               5
Use of Proceeds                                           16
Determination of Offering Price                           16
Dividend Policy                                           16
Capitalization                                            16
Dilution                                                  17
Selected Financial
  Information                                             18
Management's Discussion and
  Analysis of Financial
  Condition and Results of
  Operations                                              19
Business                                                  21
Management                                                32
Executive Compensation                                    34
Certain Transactions                                      34
Principal Stockholders                                    35
Description of Securities                                 36
Shares Eligible For Future
  Sale                                                    38
Legal Matters                                             38
Experts                                                   40
Additional Information                                    40
Index to Financial
  Statements                                             F-1
</TABLE>


     No  dealer, salesperson or any other individual has been authorized to give
any  information or make any representations not contained in this prospectus in
connection with the offering covered by this prospectus.  If given or made, such

                                        4
<PAGE>
information or representations must not be relied upon as having been authorized
by  the  Company.  This  prospectus  does not constitute and offer to sell, or a
solicitation of any offer to buy, the common stock in any jurisdiction where, or
to  any  person  to  whom, it is unlawful to make such an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any  circumstances,  create an implication that there has not been any change in
the  facts  set  forth in this prospectus or in the affairs of the Company since
the  date  hereof.

     Until  [insert],  1999,  (30  days  from  the  date of this prospectus) all
dealers  effecting  transactions  in  the  registered securities, whether or not
participating  in  this  distribution,  may be required to deliver a prospectus.


                                  RISK FACTORS

We  are  a  development  stage  company  with  no  profits  to  date.

     We  founded  our  company  in the state of Colorado on August 15, 1997, and
opened  our  first Internet storefront in December 1997.  Accordingly, we have a
limited  operating  history  upon which you can evaluate our business and future
prospects.  You  should consider this factor in light of the risks, expenses and
difficulties  that  are  associated with our early development stage and rapidly
evolving  business  model.  Since  our  inception through March 31, 1999 we have
generated revenues of $3,058,352 and lost ($407,582).  In order to be successful
and eventually post a profit or positive cash flow, we must attract more traffic
to  our  existing  and  future  Internet  storefronts.


Our  future  success depends on key persons J. Scott Sitra and Robert C. Schick.

     Our  future  success  depends,  in  part,  on the continued services of our
senior  management,  particularly  J.  Scott  Sitra,  our  President  and  Chief
Executive  Officer, and Robert C. Schick, Chief Technology Officer and President
and  Chief Executive Officer of our wholly-owned subsidiary, AnythingPC Internet
Corporation.  Our  future  success  also  depends upon our ability to retain and
motivate  key  employees.  The  loss of the services of Mr. Sitra, Mr. Schick or
any  other  key  employees would have a material adverse effect on our business,
results of operations and financial condition.  We currently maintain key person
insurance  on  Mr.  Schick  through  The  New  England that will provide us with
$10,000  a  month  for up to 24 months should Mr. Schick become incapacitated in
any  way.  We are exploring similar key person insurance policies for Mr. Sitra.

                                        5
<PAGE>
None  of  our  officers  or  key  persons  are  bound  by employment agreements.
Therefore, our relationships with any of these officers and key employees can be
terminated  at  any  time.


Computer  system  failure  could  harm  our  business.

     Our  operations  and  computer  and  communications  hardware  systems  are
vulnerable  to  damage  or  interruption  from  fire,  flood,  power  loss,
telecommunications  failure, break-ins, earthquake and other similar events.  We
maintain  mirrored  communications  sites  in San Diego, California and Colorado
Springs,  Colorado  with  plans to add a third such mirrored site, but cannot be
certain  that,  if one site were to fail, the other mirrored site would continue
working  properly  until any damage was repaired.  We carry a $2 million general
insurance  policy,  but cannot be certain that this policy will adequately cover
any  potential  losses that may occur.  Our disaster recovery plans rely heavily
on having one mirrored site up and running at all times.  Losses and liabilities
arising  from  uninsured  or  underinsured  events  could  materially affect our
business,  results  of  operations  and  financial  conditions.


Our  market  and  business  technology  is  rapidly  changing.

     To  remain  competitive,  we  must  continue  to  enhance  and  improve the
responsiveness, functionality and features of our Internet storefronts. Internet
e-commerce  is currently characterized by rapid technological change, changes in
customer  requirements  and  preferences,  frequent  new  product  and  service
introductions  embodying  new  technologies,  and  the emergence of new industry
standards  and practices that could render our existing Internet storefronts and
enabling  technologies  obsolete.  If  we  are  unable,  for  technical,  legal,
financial  or  other reasons, to adapt quickly to changing market conditions and
customer  requirements,  our  business,  financial  condition  and  results  of
operations  would  be  materially  adversely  affected.


Failure  to  maintain  and  develop.

     We  purchase  the merchandise we sell via our  Internet storefronts  from a
variety  manufacturers  and  distributors.  We  currently  rely substantially on
two  major  distributors: Ingram Micro and Tech Data.  If we fail to develop and
maintain  relationships with these and other  manufacturers and distributors, we
may not  be able to purchase and inventory sufficient  quantities of products at
acceptable  costs  levels which would materially adversely  affect our business,
financial  condition  and  results  of  operations.

                                        6
<PAGE>

We rely heavily on intellectual property.

     We  rely  heavily  on trademark and copyright law, trade secret protection,
and  confidentiality  and/or licensing agreements with our employees, customers,
strategic  partners  and others to protect our intellectual property rights.  If
we  fail  to  protect  and  develop  our  intellectual  property,  our business,
financial  condition  and  results  of  operations could be materially adversely
affected.  We  may  need  to  engage  in  future  litigation  to  enforce  our
intellectual  property  rights, to protect our trade secrets or to determine the
validity  and  scope  of the proprietary rights of others.  If we engage in such
litigation, it could result in substantial costs and diversion of management and
technical  resources,  either  of  which  could  materially affect our business,
financial  condition  and  results  of  operations.

     In  addition,  we  can give no assurance that other parties will not assert
infringement  claims  against  us  or  that such a claim will not be asserted or
prosecuted  against  us.  If  such  a claim is made in the future, our business,
financial  condition  and  results  of  operations could be materially adversely
affected.  Defending  such  a  claim, whether it is with or without merit, could
result  in  costly  litigation  and  a  diversion  of  management  and technical
personnel,  cause  product  shipment  delays,  or  require  us  to  develop
non-infringing  technology  or  enter  into  royalty or licensing agreements.  A
royalty  or  licensing  agreement,  if  required,  may not be available on terms
acceptable to us, if at all.  In the event of a successful claim and our failure
or inability to develop non-infringing technology or license the technology, our
business,  financial  condition  and  results  of operations would be materially
adversely  affected.


Potential  government  regulation of the Internet and other legal uncertainties.

     We  are  not  currently  subject  to  direct  regulation by any domestic or
foreign  governmental  agency,  other  than regulations applicable to businesses
generally,  export  control  laws and laws or regulations directly applicable to
online  commerce.  However,  due  to  the  increasing  popularity and use of the
Internet  and  other  online  services, it is possible that a number of laws and
regulations may be adopted with respect to the Internet or other online services
covering issues such as user privacy, pricing, content, copyrights, distribution
and  characteristics  and  quality  of  products and services.  Furthermore, the
growth  and  development  of the market for online commerce may prompt calls for
more  stringent  consumer  protection laws that may impose additional burdens on

                                        7
<PAGE>
those  companies conducting business online.  The adoption of certain additional
laws  or  regulations  may  decrease  the growth of the Internet or other online
services,  which  could,  in  turn,  decrease  the  demand  for our products and
services  and  increase our cost of doing business, or otherwise have a material
adverse  effect  on our business, financial condition and results of operations.

     Because our services are available over the Internet in multiple states and
foreign  countries, such jurisdictions may claim that we are required to qualify
to  do  business as a foreign corporation in each such state or foreign country.
We  are  currently qualified to do business only in Colorado and Florida.  If we
fail  to qualify as a foreign corporation in a jurisdiction where it is required
to do so, we could become subject to taxes and penalties for failure to qualify,
which  could  materially  adversely affect our business, financial condition and
results of operations, and could result in our inability to enforce contracts in
such  jurisdictions.  Any such new legislation or regulation, the application of
laws  and regulations from jurisdictions whos laws do not currently apply to our
business,  or  the  application of existing laws and regulations to the Internet
and  other  online  services,  could  materially  adversely affect our business,
financial  condition  and  results  of  operations.


Security  risk  and  credit  card  fraud.

     A  significant  barrier to online commerce and communications is the secure
transmission  of  confidential  information  over  public  networks.  We rely on
licensed  third  party  encryption  and authentication technology to provide the
security  and  authentication  necessary  to  effect  secure  transmission  of
confidential  information,  such  as  customer credit card numbers.  Advances in
computer  capabilities,  new  discoveries in the field of cryptography, or other
events or developments may result in a compromise or breach of the algorithms we
use  to  protect  our  customers,  transaction  data or our software vendors and
products.  Someone  who  is  able  to  circumvent  our  security  measures could
misappropriate proprietary information or cause interruptions in our operations.
We  may be required to expend significant capital and other resources to protect
against  such  security  breaches or alleviate problems caused by such breaches.
Such  expenditures could have a material adverse effect on our business, results
of  operations  and  financial  condition.

     Because  we store and transmit proprietary information, such as credit card
numbers,  a  breach of our security could damage our reputation and expose us to
potential  liability  from  litigation and reimbursement of losses.  We can give
you  no  assurance  that  our  security  measures will prevent a future security
breach  or  that,  should  a  security breach occur, it will not have a material

                                        8
<PAGE>
adverse  effect  on our business, results of operations and financial condition.
In  addition, we have incurred losses, as have other retailers who accept credit
card payments without obtaining a signature, from orders placed using fraudulent
or  stolen  credit  card information, despite obtaining approvals from financial
institutions.  Under  current  commercial  banking and credit card practices, we
are  liable  for  fraudulent credit card transactions.  Our security measures to
date  have been successful and our losses due to credit card fraud have not been
material.  We  can  give you no assurance that our security measures will always
be  successful  and,  as  a  result, could suffer from significant losses in the
future  which  could  have a material adverse effect on our business, results of
operations  and  financial  condition.


Potential  liability  of  Internet  content.

     We  could  be  exposed to liability for third-party information that may be
accessible  through  our Internet store-fronts.  Such claims might assert, among
other  things, that, by directly or indirectly providing links to Internet sites
operated  by  third  parties,  we  should  be  liable for copyright or trademark
infringements  or  other  wrongful  actions  by  such third parties through such
Internet  sites.  It  is  also  possible  that,  if  any  third  party  content
information provided on our Internet storefronts contain errors, consumers might
make  claims  against  us  for  losses incurred in reliance on such information.

     At  times,  we  also enter into agreements with other companies under which
any  revenue  that results from the purchase of services through direct links to
or  from  our  Internet  sites  is  shared.  Such  arrangements may expose us to
additional  legal  regulation  and  potential  liabilities to consumers of these
services,  even  if  we do not provide the services ourselves.  We cannot assure
you  that  any  indemnification  provided  to  us  in  our agreements with these
parties,  if  available,  will be adequate.  Any imposition of liability that is
not  covered  by  insurance  or  is in excess of insurance coverage could have a
material  adverse  effect  on  our business, results of operations and financial
conditions.


Potential  increased  burdens  in  collecting  sales  and  other  taxes.

     We do not currently collect sales and other similar taxes in respect to our
shipment  of goods into states other than Colorado and Florida.  However, one or
more  local,  state  or  foreign  jurisdictions  may  seek  to  impose sales tax
collection  obligations  on  out  of  state  companies, such as ourselves, which
engage  in online commerce.  In addition, any new operation in states outside of
Colorado  or  Florida  could  subject  shipments into such states to state sales

                                        9
<PAGE>
taxes  under  current  or  future  laws.  A  successful assertion by one or more
states or any foreign country that we should collect sales or other taxes on the
sale  of  merchandise  could  have  a  material  adverse effect on our business,
prospects,  financial  condition  and  results  of  operations.


Our  common  stock  could  become  subject  to  the  penny  stock  rules.

     Because there is no current market established for our common stock, we are
unsure  at  what  price  range  our common stock may eventually settle into once
trading  begins.  While  early  indications from market-makers suggest our stock
will  open  and trade above $5.00 a share, it is important to point out that the
SEC  has  adopted  a  set of rules that regulate broker-dealer securities with a
price  of  less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current price
and  volume information regarding transactions in such securities is provided by
the  exchange  or  system).  The  penny  stock  rules require a broker-dealer to
deliver  to the customer a standardized risk disclosure document prepared by the
SEC  that  provides  information  about penny stocks and the nature and level of
risks  in  the  penny  stock  market.  The  broker-dealer  also must provide the
customer  with other information.  The penny stock rules require that prior to a
transaction  in  a penny stock, the broker-dealer must determine in writing that
the  penny  stock  is  a  suitable  investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may  reduce  the  level  of trading activity in the secondary market for a stock
that becomes subject to the penny stock rules.  If our common stock should trade
under  $5.00  a  share and become subject to the penny stock rules, investors in
our  common  stock  may  find  it  more  difficult  to  sell their common stock.

Forward-looking  statements.

     This  prospectus  contains  certain  forward-looking  statements  based  on
current  expectations  that involve risks and uncertainties.  Our actual results
could  differ  materially  from  those  anticipated  in  these  forward-looking
statements  as a result of many factors, including the risk factors set forth in
this  prospectus.  Additional  risks and uncertainties not presently known to us
or  that  we  currently  deem immaterial may also impair our business, financial
condition  or operating results could be materially adversely affected.  In such
case,  the  trading  price of our common stock, if a market ever develops, could
decline  and  you  may  lose  part  or  all  of your investment.  The cautionary
statements  made  in  this  prospectus should be read as being applicable to all
forward-looking  statements  wherever  they  appear  in  this  prospectus.

                                       10
<PAGE>
                                 USE OF PROCEEDS

     We will receive proceeds from the sale of the common stock being registered
herein  if and only if the warrants it underlies are exercised.  Assuming all of
the warrants are exercised, the following table details how the proceeds will be
used:

<TABLE>
<CAPTION>

               Use                 Net Proceeds   Percentage of Net Proceeds
- ---------------------------------  -------------  ---------------------------
<S>                                <C>            <C>
Repayment of short-term debt       $     300,000                        50.0%
Expansion of Internet storefronts        200,000                        33.3%
General corporate purposes               100,000                        16.7%
- ---------------------------------  -------------  ---------------------------
Total                              $     600,000                       100.0%

</TABLE>


                        DETERMINATION OF OFFERING PRICE.

     Our  Board  of  Directors arbitrarily decided upon the $3.00 exercise price
for  the  outstanding  stock  purchase  warrants,  issued  as  part of a private
placement  of  Units  in  December  1998,  into shares of the common stock being
registered  herein.  Their  decision bears no price relationship to assets, book
value,  earnings  or  other  criteria  of  value.

                                    DILUTION

     As of January 25, 1999, there were 3,074,400 shares of the Company's common
stock  issued  and  outstanding.  The  Company's common stock had a net tangible
book  value per share of approximately $0.02 as of December 31, 1998, based upon
3,020,000 shares then issued and outstanding.  Net tangible book value per share
represents  the  amount  by which the Company's total tangible assets exceed its
total  liabilities,  divided  by  the  number  of  shares  of  its  common stock
outstanding.

     After giving effect to the sale of the 200,000 shares of common stock being
offered  herein and the application of the net proceeds therefrom there would be
a  total  of  3,274,400 shares of common stock issued and outstanding with a net
tangible  book  value per share of approximately $0.20.  This would represent an
immediate  increase  in  net  tangible book value of $0.18 per share to existing
shareholders  and  an  immediate  dilution  of $2.80, or 93.33%, of the offering
price  per  share  to  existing  arrant  holders.  Dilution  is  determined  by

                                       11
<PAGE>
subtracting  net  tangible book value per share after the warrants are exercised
from  the  amount  paid  by  warrant  holders  for  the  shares of common stock.

<TABLE>
<CAPTION>

     The  following  table  illustrates  the  per  share  dilution:

<S>                                                                  <C>
Offering price per share                                             $3.00

Net tangible book value per share prior
   to any warrants being exercised                                   $0.02

Increase attributable to exercising
   warrant holders                                                   $0.18
                                                                     -----
New tangible book value per share after the exercise                 $0.20
                                                                     -----
Dilution per share to exercising warrant holders                     $2.80
                                                                     =====
</TABLE>

     The  following  table  summarizes,  on  a pro forma basis as of January 25,
1999,  the  differences  between  the number of shares of common stock purchased
from  the  Company, the total consideration paid and the average price per share
paid  by  existing  stockholders  and by new investors exercising their warrants
into  common  stock  (at  a  $3.00  exercise  price).

<TABLE>
<CAPTION>

               Shares Purchased (1)  Total Consideration(2)  Average
               --------------------  ---------------------    Share
                 Number     Percent    Dollars   Percent     Price(3)
               ---------   ---------   --------  --------   --------
<S>            <C>         <C>         <C>       <C>        <C>
Existing
Stockholders   3,074,400      93.89%   $391,700    39.50%   $   0.13

New Investors    200,000       6.11%    600,000    60.50%   $   3.00
               ---------   ---------   --------  --------   --------
Total          3,274,400      100.0%   $991,700    100.0%   $   0.33
               =========   =========   ========    ======   ========
<FN>

(1)     Assuming  all  outstanding  options  and other derivative securities are
exercised  there would be a total of 3,884,400 shares of common stock issued and
outstanding,  which  would  result  in  Existing  Stockholders and New Investors
purchasing  79.15%  and  5.15%,  respectively.  These  figures  do not take into
account  any  unawarded  reserves  for  future  employee  grants.

(2)     Assuming  all  outstanding  options  and other derivative securities are
exercised,  the  Company  would have received total consideration of $7,896,700,
which would result in Existing Stockholders and New Investors contributing 4.97%

                                       12
<PAGE>
and  7.6%, respectively, towards total consideration.  These figures do not take
into  account  any  unawarded  reserves  for  future  employee  grants.

(3)     Assuming  all  outstanding  options  and other derivative securities are
exercised,  the average price paid per share by all shareholders would be $2.03.
This  figure  does  not  take  into  account  any  unawarded reserves for future
employee  grants.
</TABLE>


     The  foregoing  discussion  and  table  assumes  no exercise of outstanding
options  or  warrants  subsequent  to  May  31,  1999,  and  excludes:

- -     500,000  options to purchase common stock at $1 a share granted to Company
      founders;

- -     50,000 options to purchase common stock at $40 a share granted to J. Scott
      Sitra,  the  Company's  President  and  Chief  Executive  Officer;

- -     25,000 options to purchase common stock at $75 a share granted to J. Scott
      Sitra;

- -     25,000  options  to  purchase  common  stock at $100 a share granted to J.
      Scott  Sitra;

- -     10,000  options  to  purchase  common  stock  at  $3.00 a share granted to
      Richard  Baron,  a  Company  employee;  and

- -     200,000  shares  reserved to establish an Employee Stock Ownership Program
      (ESOP).


                                 CAPITALIZATION

     The  following  table  sets  forth  as  of December 31, 1998 (i) the actual
capitalization  of  the Company and (ii) the capitalization of the Company after
the exercise of warrants into common stock, assuming all warrants are exercised.

                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                          After Warrant
                                    Amount Outstanding    Exercising (1)
                                    ------------------    --------------
<S>                                <C>                   <C>
Short-Term Debt                    $           145,250                 -

Total stockholders' equity
common stock, no par value;
50,000,000 shares authorized (2)   $            68,380   $       668,380

Retained Earnings
(Accumulated Deficit)                        ($162,620)        ($162,620)
- --------------------------------
<FN>

1.     This  table  assumes  all  warrants  are  exercised  into  common  stock.
2.     For  detailed  information  regarding  the  terms  and  conditions of the
       Company's common stock and  warrants  see  "Description  of  Securities."
</TABLE>

                              SELLING STOCKHOLDERS

     The  following  table sets forth certain information as of January 25, 1999
pertaining  to  the  beneficial  ownership of the warrants that may be exercised
into the shares of common stock being registered in this registration statement.

<TABLE>
<CAPTION>
                                          Beneficial   Beneficial
                                          Ownership    Ownership     Percentage
                               Number of   Prior to    After the    Owned After
                               Warrants    Warrant      Warrant     the Warrant
  Selling Stockholder            Held      Exercise   Exercise(1)   Exercise(2)
- -----------------------------  ---------  ----------  -----------  -------------
<S>                            <C>        <C>         <C>           <C>
Ludwig Francis Hangley             5,000       5,000        10,000            *

Michael G. Fountain                5,000       5,000        10,000            *

Richard Jess Baron and
Jacqueline Mary Baron
(3)                               10,000      10,000        20,000            *

Andrew H. Savitt                   5,000       5,000        10,000            *

Susie Shu-Chun Lin                 1,000       1,000         2,000            *

Keith Boehme                       5,000       5,000        10,000            *

Lloyd K. Parish, Jr.              10,000      33,146        43,146         1.31%

Matthew C. Anselmo                 5,000       5,000        10,000            *

                                       14
<PAGE>
Steven Paul Fischer               45,000      45,000        90,000         2.74%

Gregory Scott Waugh                5,000       5,000        10,000            *

Michael Streiter                  12,000      12,000        24,000            *

David R. Hayes and
Barbara J. Hayes                  30,000      35,865        65,865         2.01%

David M. Noah                      5,000       5,000        10,000            *

Jeri Elaine Steppat (4)            1,500       1,500         3,000            *

Raymond D. Schick                  1,000       1,000         2,000            *

Gregory M. Thisse                  2,500       2,500         5,000            *

Donald J. Horning (5)              3,000       3,200         6,200            *

Robie C. Blair (6)                 4,000       4,200         8,200            *

Bradley N. Greene                 12,000      12,000        24,000            *

James W. Tindell and
Louise A. Tindell                  5,000       5,000        10,000            *


Paragon Communications, Ltd.       8,000      47,922        55,922         1.70%

John A. Murray, Jr.               15,000      15,000        30,000            *

Michael W. Tindell                 5,000       5,000        10,000            *
- --------------------------------------------------------------------------------
As a Group                       200,000     269,333       469,333        14.33%
<FN>


(*)     Less  than  1%.

(1)     Assumes  all  warrants  are  exercised  into  common  stock.  It further
        assumes  that  until a market develops for the common stock, if ever, it
        will be extremely difficult for the Selling Stockholders to readily sell
        their shares of common stock.  Therefore, no immediate sales  of  common
        stock are anticipated and the  table  assumes  Selling Stockholders will
        maintain  their  holdings  until  such  a  market  develops,  if  ever.
(2)     Based  on  total  issued  and  outstanding  shares  of  3,274,400.
(3)     Mr.  Richard  Baron  is  an  employee  of  the  Company.
(4)     Mrs.  Jeri  Steppat  is  a  former  employee  of  the  Company.
(5)     Mr.  Donald  Horning  is  a  former  employee  of  the  Company.
(6)     Mr.  Robie  Blair  is  an  employee  of  the  Company.  See  "Directors,
        Executive  Officers,  and  Key  Management  Personnel".
</TABLE>

                                       15
<PAGE>
                              PLAN OF DISTRIBUTION

     The  shares of common stock being registered in this registration statement
are  being sold for the account of the selling shareholders.  Such shares may be
offered  for  sale  from time to time at market prices prevailing at the time of
sale  or at negotiated prices, and without payment of any underwriting discounts
or  commissions  except  for the usual and customary selling commissions paid to
stockbrokers  and  broker-dealers.  The  shares  of common stock covered by this
registration  statement  may  be  offered  for  sale on any secondary market our
common  stock  may  trade on, should one ever develop.  Selling shareholders are
under  no  obligation  to  sell  their  shares  of  common  stock.

     Under the Exchange Act and the regulations thereto, any person engaged in a
distribution  of  the  shares  covered  by  this  registration statement may not
simultaneously  engage  in  market  making activities with respect to the common
stock  during  the applicable "cooling off" periods prior to the commencement of
such  distribution.  In  additional,  and  without  limiting  the foregoing, the
Selling  Stockholders  will  be subject to applicable provisions of the Exchange
Act  and  the  rules  and regulations thereunder, including, without limitation,
Regulation  M,  which  provisions may limit the timing of purchases and sales of
common  stock  by  the  selling  shareholders.

                                LEGAL PROCEEDINGS

     The  are  no  material  legal  proceedings  pending  or,  to  the Company's
knowledge,  threatened  against  the  Company.


           DIRECTORS, EXECUTIVE OFFICERS, AND KEY MANAGEMENT PERSONNEL

     The  directors,  executive  officers  and  key  management personnel of the
Company,  their  ages as of April 22, 1999, and their positions with the Company
are  as  follows:


                                       16
<PAGE>

<TABLE>
<CAPTION>

        Name       Age               Position
- -----------------  ---  ----------------------------------
<S>                <C>  <C>
                        President, Chief Executive Officer
                        and Director; Chairman, AnythingPC
J. Scott Sitra      27  Internet Corporation
                        Director and Chief Technology
                        Officer; President and Director,
Robert C. Schick    35  AnythingPC Internet Corporation
Robie Blair         31  Manager of Information Systems
                        Business Development Manager,
                        Director; Director, AnythingPC
Alfred W. Delisle   34  Internet Corporation
                        Secretary, Treasurer, Director;
                        Director, AnythingPC Internet
Cameron B. Yost     45  Corporation
Richard Baron       36  General Manager
</TABLE>


     The  Board  of  Directors  of the Company is comprised of only one class of
director.  Each director is elected to hold office until the next annual meeting
of  shareholders  and  until  his  successor  has  been  elected  and qualified.
Officers  are  elected  annually by the Board of Directors and hold office until
successors  are duly elected and qualified.  The following is a brief account of
the  business  experience of each director and executive officer of the Company.
There is no family relationship between any Director or Executive Officer of the
Company.

     The Company has a compensation committee which was established on September
28,  1998,  and  consists  of  Alfred  W.  Delisle  and  J.  Scott  Sitra.

     J. SCOTT SITRA, President, Chief Executive Officer and Director is also the
Chairman  of  AnythingPC Internet Corporation, concurrently is the President and
Chief  Executive  Officer  of  Sitra  Enterprises,  Inc.,  a  privately  held
international management and financial consulting firm specializing in assisting
emerging,  high-growth  companies  evolve  from  the  developmental  stage  into
profitable  operating  entities.  Sitra Enterprises has actively participated in
the  successful  growth and development of several private and public companies.
Mr.  Sitra  has  participated  as  a  principal and executive officer in several
successful  start-up  and  turn-around  ventures,  and  has extensive experience
working  directly  with  the  investment community.  In one such venture he took
over  the  offices  of  President  and  Chief Executive Officer of Lucky "S" Oil
Company,  Inc., a privately held Texas oil and gas exploration company, in 1992.
Under  his  leadership, Lucky "S" successfully acquired 100% working interest in
13  producing  horizontal  oil  and  gas wells in Frio County, Texas through the

                                       17
<PAGE>
United  States  Bankruptcy Court in San Antonio, Texas for $310,000.  The wells,
which  were  drilled at an initial aggregate cost of $20 million, were producing
in  excess  of 230 barrels of oil per day (BOPD) at the time of acquisition, and
generated  in excess of $80,000 in gross revenue during the first three weeks of
production  under  Mr.  Sitra's management.  Mr. Sitra has been a Director since
October  1998  and  held  his  other  positions  since  April  1999.

     ROBERT  C. SCHICK, Chief Technology Officer, Director, and President, Chief
Executive  Officer  and  Director of AnythingPC Internet Corporation, co-founded
the  Company  in  August 1997.  Mr. Schick has over 14 years experience with the
computer  industry ranging from a computer operator in the U.S. Army to an Apple
Products Manager at Tech Data Corporation where he was responsible for over $50+
million  dollars  a  year  in  revenue; he was also responsible for marketing to
Apple's  internal sales force as well their 35,000+ resellers.  Prior to joining
the  Company, Mr. Schick was the Southeast Accounts Manager for Bendata, Inc., a
software  company  offering  help-desk solutions to corporate MIS departments at
Fortune  1000  companies,  manufacturers  and  educational  and  financial
institutions.  Before joining Bendata in 1996, Mr. Schick worked at Tech Data, a
wholesale  electronics  distributor,  where  he was responsible for working with
Fortune  1000 companies, negotiating vendor contracts, and overseeing purchasing
to  maintain  an efficient inventory matrix.  Throughout his tenure at Tech Data
Mr.  Schick  continually  exceed  all  of his sales and performance quotas.  Mr.
Schick was President of the Company from August 1997 to April 1999 when he moved
into  his  current  positions;  he  has  always  been a Director of the Company.

     ROBIE  BLAIR,  Manager  of  Information  Systems,  has  over  10  years  of
experience  in  the  computer  industry ranging from building integrated ceramic
capacitors  with  Kyocera  Corporation, formerly AVX Corporation, to a Technical
Coordinator  for  Apple  Computer Corporation.  Prior to joining the Company, he
held  the  position  of  Customer  Applications  Support  Engineer  at  MCI
Communications.  Mr.  Blair  has  held  his  position  since  November  1998.

     ALFRED  W.  DELISLE,  Business  Development  Manager and Director is also a
Director  of  AnythingPC  Internet Corporation, co-founded the Company in August
1997.  Mr.  Delisle has over 14 years of experience in the hardware and software
industry  and more than eight years of experience in wholesale distribution with
Tech  Data  Corporation,  the  world's  second  largest  distributor of personal
computers,  peripherals,  software  and  related components, where he has held a
variety  of positions within their high-volume sales division.  Prior to working
for Tech Data, Mr. Delisle was employed by Boston Micro, a reseller specializing
in  establishing  channel  sales  relationships  between  U.S. manufacturers and
distributors  in  Western Europe.  Mr. Delisle left his position at Tech Data in

                                       18
<PAGE>
December  1998  to  focus his full attentions to his duties at the Company.  Mr.
Delisle  has  held  his  positions  with  the Company since August 1997 and with
AnythingPC  Internet  Corporation  since  April  1999.

     CAMERON  B. YOST, Secretary, Treasurer and a Director is also a Director at
AnythingPC  Internet  Corporation,  is  concurrently  the  President  and  Chief
Executive  Officer of Banyan Corporation, a publicly traded corporation.  Banyan
designs, manufactures and markets accessory products for personal computers with
a focus on notebook computers; Banyan also retains a significant equity position
in the Company.  See "Principal Shareholders".  Prior to joining Banyan in 1995,
Mr.  Yost  worked  at  Vornado  Air Circulation Systems as a co-founder and vice
president where he helped generate $2.8 million and $5.7 million in sales during
the  first  and  second years of operation, respectively.  Prior to Vornado, Mr.
Yost  materially  participated  as  a  principal  and executive officer in other
successful  start-up  and  turnaround ventures.  Mr. Yost has held his positions
with  the  Company  since  October 1998 and with AnythingPC Internet Corporation
since  April  1999.  Mr. Yost is currently under indictment in the U.S. District
Court  for the Southern District of New York for conspiracy to commit securities
fraud,  mail fraud and commercial bribery in connection with the common stock of
Banyan  Corporation.  Mr.  Yost has been, and plans on continuing to, vigorously
deny  any  and  all  charges  brought  against  him.

     RICHARD  BARON,  General  Manager,  has  over  eight  years  of
business-to-business  sales  in  the personal computer and electronics industry.
Prior  to  joining the Company he was a Senior Sales Representative at Tech Data
Corporation  (NASDAQ:  TECD),  a  full-line  distributor  of technology products
worldwide  with  annual  sales of approximately $11.5 billion.  At Tech Data Mr.
Baron  was  responsible for generating sales to value added resellers (VARs) and
dealers  in  excess  of  $100 million annually.  He also won Tech Data's coveted
President's  Club  Award twice while there.  Mr. Baron has been with the Company
since  March  1999.


                              DIRECTOR COMPENSATION

     Directors  are  compensated  $5,000  annually,  which, as determined by the
Board,  may  be  taken  in  the  form  of  cash  or  securities  of the Company.
Additionally,  the Company reimburses its Directors for reasonable out-of-pocket
expenses  incurred  in  attending  meetings  of  the  Board  of  Directors.

                                       19
<PAGE>
                             EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid during the fiscal year
ending  June  30,  1998 to the Company's Chief Executive Officer and each of the
Company's  officers  and  directors.  No  executive  officers  received  any
compensation  in  fiscal  1998,  no  person  received  compensation  equal to or
exceeding  $100,000  in fiscal 1998, no bonuses were awarded during fiscal 1998,
and  no  persons  received  compensation  from the Company prior to fiscal 1998.

<TABLE>
<CAPTION>

  Name and Principal
      Position (1)     Salary  Options Granted (2)
- ---------------------  ------  -------------------
<S>                    <C>     <C>
Robert C. Schick  (3)  None                205,000
Alfred W. Delisle (4)  None                110,000
Bernard Sandoval  (5)  None                 60,000
<FN>


(1)     Directors  Cameron  B.  Yost  and J. Scott Sitra were not elected to the
        Board  of  Directors  until  August  22,  1998  and  were  compensated,
        along  with  Directors  Robert  C. Schick  and  Alfred W. Delisle, 5,000
        shares  of  common  stock  each  with  an  aggregate  value  of $800 for
        services  rendered  through  December 31, 1998.
(2)     Currently  fully vested, exercisable into common stock at $1.00 a share,
        and  expire  on  February  29,  2000.
(3)     Served  as  President  and  a  Director since co-founding the Company in
        August  1997.
(4)     Has  served  as  the  Business  Development  Manager  and Director since
        co-founding  the  Company  in  August  1997.
(5)     Co-founded  the  Company  in  August  1997  and  served as the Marketing
        Director  until  September  1998.
</TABLE>

     J.  Scott  Sitra,  who  assumed his duties as President and Chief Executive
Officer  of  the Company on April 1, 1999, has a first year compensation package
consisting of a salary of one-dollar ($1) and options to purchase 100,000 shares
of  the Company's common stock at the following exercise prices: 50,000 at $40 a
share,  25,000  at  $75  a  share  and  25,000  at  $100  a  share.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth certain information known to the Company
regarding  the beneficial ownership of common stock as of April 22, 1999, by (i)
each  Director of the Company, (ii) each executive officer of the Company, (iii)
all  directors  and executive officers as a group, and (iv) each person known to
the Company to be the beneficial owner of more than 5% of its outstanding shares
of common stock.  Percentage of ownership is based on 3,074,400 shares of common
stock  issued  and  outstanding  as  of  April 22, 1999, and 3,274,400 shares of

                                       20
<PAGE>

common  stock  issued  and outstanding as a result of warrant holders exercising
their  warrants  into  shares of common stock, assuming all outstanding warrants
are  exercised  into  common  stock.

     Beneficial  ownership  is  determined  in  accordance with the rules of the
Securities  and  Exchange  Commission.  In  computing  the  number  of  shares
beneficially  owned  by  a  person  and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable  or  become  exercisable  within  60 days following the date of this
prospectus  are  deemed outstanding, but not included in the table below.  Those
shares,  however,  are  not  deemed outstanding for the purpose of computing the
percentage  ownership  of any other person.  For J. Scott Sitra, this results in
the  100,000 shares underlying his options that are currently vested; for Robert
C.  Schick,  this  results  in  205,000  shares  underlying his options that are
currently  vested;  for  Alfred  W.  Delisle,  this  results  in  110,000 shares
underlying  his  options  that are currently vested; for Directors and Executive
Officers as a group this results in 315,000 shares underlying their options that
are  currently vested; and for Raymond and Alice Schick, this results in 125,000
shares  underlying  their  options  that are currently vested.  Unless otherwise
indicated  in  the  table, the persons and entities named in the table have sole
voting  and  sole investment power with respect to the shares set forth opposite
the  stockholder's  name.

<TABLE>
<CAPTION>
                                            Shares Beneficially Owned
                                      -------------------------------------
                                                       Percentage Owned
                                                   ------------------------
                                                     Before        After
Directors and Executive Officers      Shares Held  Exercising    Exercising
- ------------------------------------  -----------  ----------   -----------
<S>                                   <C>          <C>          <C>
J. Scott Sitra
   P. O. Box 50404
   Austin, TX  78763                       10,000           *             *
Robert C. Schick
   3020 North El Paso, Ste. 103
   Colorado Springs, CO  80907            216,897         7.1%          6.6%
Alfred W. Delisle
   4525 S. Renellie Dr.
   Tampa, FL  33611-2124                  120,959         3.9%          3.7%
Cameron B. Yost
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907             38,880         1.3%          1.2%
All current directors and executive
 officers as a group (4 persons)          386,736        12.6%         11.8%

                                       21
<PAGE>
Five Percent Shareholders
- ------------------------------------

Raymond D. Schick and
  Alice F. Schick                         126,090         4.1%          3.9%
Banyan Corporation
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907
- ------------------------------------      800,027        26.0%         24.4%
<FN>
*  Less  than  1%
</TABLE>

                            DESCRIPTION OF SECURITIES


GENERAL

     The  Company is authorized by its Articles of Incorporation, as amended, to
issue an aggregate of 50,000,000 shares of class 'A' common stock, no par value,
("common  stock");  25,000,000  shares  of Class 'B' common stock, no par value,
("class B common stock"); 10,000,000 shares of class 'A' preferred stock, no par
value, ("class A Preferred Stock"); and 10,000,000 shares of class 'B' preferred
stock,  no  par  value, ("class B preferred stock").  As of April 22, 1999 there
were  3,074,400  shares  of  common stock issued and outstanding, 4,086,000 on a
fully  diluted  basis,  and  no  shares  of  class  'B"  common stock, class 'A'
preferred  stock  or  class  'B' preferred stock.  There were also 200,000 stock
purchase  warrants  issued  entitling the holder to purchase one share of common
stock  for  each  warrant  tendered  at  a  purchase  price  of  $3  a share and
outstanding options to purchase 610,000 shares of common stock at prices ranging
from  $1.00  to  $100.00  a  share.  The Company has also set aside a reserve of
200,000  shares  of  common  stock  for  an  Employee  Stock  Ownership Program.


COMMON  STOCK

     The  Articles  of  Incorporation  authorizes  the  Company  to  issue up to
50,000,000 shares of common stock, class A, no par value.  The holders of common
stock  are  entitled  to  one  vote for each share held of record on all matters
submitted  to a vote of the shareholders.  Subject to the rights and preferences
of  the  holders  of  any outstanding class 'A' preferred stock and/or class 'B'
preferred  stock,  the  holders  of common stock are entitled to receive ratably
such  dividends  as  are declared by the Board of Directors out of funds legally
available  therefor.  In  the event of liquidation, dissolution or winding up of
the  Company,  holders  of  common  stock have the right to a ratable portion of
assets  remaining after the payment of all debts and liabilities of the Company,
subject  to  the liquidation preferences of the holders of any outstanding class
'A'  preferred  stock and/or class 'B' preferred stock.  Holders of common stock

                                       22
<PAGE>
have neither preemptive rights nor rights to convert their common stock into any
other  securities  and  are  not  subject  to future calls or assessments by the
Company.  There  are  no redemption or sinking fund provisions applicable to the
common  stock.  All  outstanding  shares  of  common  stock  are  fully paid and
non-assessable.  The rights, preferences and privileges of the holders of common
stock  are  subject  to,  and  may  be  adversely affected by, the rights of the
holders  of shares of class 'A' preferred stock and/or class 'B' preferred stock
that  the  Company  may  designate  and  issue  in  the  future.


CLASS  'B'  COMMON  STOCK

     The  Articles  of  Incorporation  authorizes  the  Company  to  issue up to
25,000,000  shares  of  common  stock, class B, no par value.  As of January 25,
1999  there  were no shares of common stock, Class B issued or outstanding.  The
Board  of  Directors is authorized, subject to certain limitations prescribed by
Colorado  law,  without  further action by the shareholders, to issues shares of
class  'B'  common  stock  and  to  fix  the rights, preferences, privileges and
restrictions  thereof,  including  dividend  rights,  conversion  rights, voting
rights,  terms  of  redemption,  liquidation preferences and sinking fund terms.
The Company believes that the Board of Directors' power to set the terms of, and
the  Company's ability to issue, class 'B' common stock will provide flexibility
in  connection with possible financing transactions in the future.  The issuance
of  class  'B' common stock, however, could adversely affect the voting power of
holders  of common stock and decrease the amount of any liquidation distribution
to  such holders.  The presence of outstanding class 'B' common stock could also
have  the effect of delaying, deterring or preventing a change in control of the
Company.  The  Company  has  no  present  plans to issue any shares of class 'B'
common  stock.


CLASS  'A'  PREFERRED  STOCK  AND  CLASS  'B'  PREFERRED  STOCK

     The  Articles  of  Incorporation  authorizes  the  Company  to  issue up to
10,000,000  shares  of  each: class 'A' preferred stock, no par value, and class
'B'  preferred stock, no par value.  As of January 25, 1999 there were no shares
of  either  class  'A'  preferred  stock  or class 'B' preferred stock issued or
outstanding.  The  Board  of  Directors  is  authorized,  subject  to  certain
limitations  prescribed  by  Colorado  law,  without  further  action  by  the
shareholders,  to  issues  shares  of class 'A' preferred stock and/or class 'B'
preferred  stock and to fix the rights, preferences, privileges and restrictions
thereof,  including  dividend rights, conversion rights, voting rights, terms of
redemption,  liquidation  preferences  and  sinking  fund  terms.  The  Company
believes  that  the  Board  of  Directors'  power  to  set the terms of, and the
Company's ability to issue, class 'A' preferred stock and/or class 'B' preferred
stock  will  provide  flexibility  in  connection  with  possible  financing

                                       23
<PAGE>
transactions  in  the  future.  The issuance of class 'A' preferred stock and/or
class  'B'  preferred stock, however, could adversely affect the voting power of
holders of common stock and/or class 'B' common stock and decrease the amount of
any liquidation distribution to such holders.  The presence of outstanding class
'A'  preferred stock and/or class 'B' preferred stock could also have the effect
of  delaying,  deterring, or preventing a change in control of the Company.  The
Company has no present plans to issue any shares of class 'A' preferred stock or
class  'B'  preferred  stock.


WARRANTS

     As  of  January  25,  1999, the Company had 200,000 stock purchase warrants
issued  in  conjunction  with a private placement of Units completed in December
1998  made in accordance with an exemption from registration under Regulation D,
Rule 504 of the Securities Act.  Each outstanding warrant entitles the holder to
purchase  one  share  of  common  stock  at an exercise price of $3.00 per share
through  January  15,  2000  at  which  time  the warrants expire.  The warrants
contain provisions that protect the holder against dilution by adjustment of the
exercise  price  in  certain  events,  including,  but  not  limited  to,  stock
dividends, stock splits (forward and reverse), reclassifications and/or mergers.
The  holder  of  a  warrant  does not possess any rights as a shareholder of the
Company.  The  shares  of  common  stock,  when  issued upon the exercise of the
warrants  in  accordance  with  the  terms  thereof,  will  be  fully  paid  and
non-assessable.

     The  Company  may  redeem the warrants, at a price of $0.01 per warrant, at
any  time  through January 15, 2000 upon not less than 30 days, nor more than 60
days,  prior  written  notice,  provided  that the closing bid quotation for the
common  stock  as  reported by any quotation medium on which the common stock is
quoted  is at least $4.00 for ten consecutive trading sessions ending on the two
days  prior  to  the  day  on  which  notice  of  redemption  is  given.

                          TRANSFER AGENT AND REGISTRAR

     The  Company's  transfer agent and registrar for the common stock is Oxford
Transfer  Register.  Oxford's  address  is  317 S.W. Alder, Ste. 1120, Portland,
Oregon  97205, and their telephone number and fax numbers are (503) 225-0375 and
(503)  273-9168,  respectively.

                                       24
<PAGE>
                      INTEREST OF NAMED EXPERTS AND COUNSEL

     The  financial statements of the Company at June 30, 1998, included in this
Registration  Statement,  have  been  audited  by  J. Paul Keynote, CPA, P.C. as
indicated  in  their  report  with  respect  thereto  and are included herein in
reliance  upon  authority  of  said  firm  as  experts  in  giving said reports.

     The  Company retains William M. Ziering, Esq., of San Francisco, California
as  its legal counsel in the advisement of securities related matters, including
the  validity  of  the  issuance  of  the  securities  offered  hereby.

      DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

     Pursuant to Colorado law, the Company's Board of Directors has the power to
indemnify  officers  and directors, present and former, for expenses incurred by
them  in  connection with any proceeding they are involved in by reason of their
being  or  having  been an officer or director of the Company.  The person being
indemnified  must  have acted in good faith and in a manner he or she reasonably
believed  to  be  in  or  not opposed to the best interests of the Company.  The
Company's  By-Laws  grant  this  indemnification  to  the Company's officers and
directors.

     Insofar  as  indemnification for liability arising under the Securities Act
may  be  permitted  to  directors  or  officers  of  the Company pursuant to the
foregoing  provisions,  or  otherwise,  the Company has been advised that in the
opinion  of  the  Commission  such  indemnification  is against public policy as
expressed  in the Securities Act and is, therefore, unenforceable.  In the event
that  a  claim  for  indemnification  against  such  liabilities (other than the
payment  by the Company of expenses incurred or paid by a director or officer of
the  Company  in  the  successful  defense of any action, suit or proceeding) is
asserted  by  such  director  or officer in connection with the securities being
registered,  the  Company  will,  unless in the opinion of its legal 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 and will be governed by
the  final  adjudication  of  such  issue.

                                       25
<PAGE>
                             DESCRIPTION OF BUSINESS

OVERVIEW

     Anything  Internet  Corporation  is  an Internet e-commerce holding company
focused  on  building  a  network  of successful e-commerce operating companies,
joint  ventures,  strategic alliances and partnerships.  The anticipated outcome
of  these  various  endeavors  is  the  creation  of  the  first true e-commerce
conglomerate.

     Unlike most e-commerce businesses today, the Company is not limiting itself
to  one  specific area of e-commerce (ie. books, computers, CDs, etc.).  Rather,
the  Company is aggressively pursuing diversification into a variety of emerging
e-commerce  venues.  If  successful,  the  Company  will  have:

- -     minimized  its exposure and risk to normal industry specific business down
      cycles;

- -     increased  its  chances of participating in one of the few expected "super
      successful"  Internet  e-commerce  ventures;  and

- -     created  more  site  traffic  and  revenue  generating  opportunities  by
      referring  potential  customers to other Internet storefronts  owned  and
      operated by  the  Company  rather  than  by  a  third-party.

     Currently  the  Company  operates  through  one  wholly-owned  subsidiary,
AnythingPC Internet Corporation ("AnythingPC").  AnythingPC is a rapidly growing
Internet  based  discount  retailer of over 175,000 different computer hardware,
software  and  peripheral products to end consumers and businesses.  Through its
Internet  storefronts  -  www.anythingpc.com,  www.anythingmac.com,  and
www.anythingunix.com  -  AnythingPC offers one-stop shopping to its customers 24
hours  a  day,  seven  days  a  week.  In  addition to its wide array of product
offerings, AnythingPC's storefronts feature competitively priced "Hot Products",
an  easy-to-use  graphical  interface,  a  powerful  search engine to locate any
product  desired, a unique "quote monkey" for pricing assistance on hard-to-find
products,  and  a  special  "notify  me"  feature  that  automatically  notifies
customers  when  a  backordered  product arrives in stock and keeps the customer
appraised  of  the  estimated  time  of  arrival.

     Since  its incorporation on August 15, 1997, under the laws of the state of
Colorado, the Company has experienced tremendous growth in both monthly revenues
and  visitors  to  its  various  Internet storefronts.  Monthly sales have since
climbed to over $400,000 in March 1999.  Over the same period of time the number
of  monthly visitors have grown to over 100,000.  To enhance the Company's brand

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<PAGE>
awareness and monthly traffic to its Internet storefronts, the Company has begun
entering  into  strategic  marketing  alliances  with  popular  Internet content
providers  and  sites  of  interest  such  as  C|Net's Shopper.com, mySimon.com,
Priceline.com  and  bottomdollar.com  as  well  as  technology  enablers such as
Digital  River,  Inc.  (NASDAQ: DRIV).  The Company is currently in negotiations
with  several  other  popular content providers and sites of interest to greatly
expand  the  number  of such strategic alliances to further enhance its Internet
storefronts'  technology, expand brand awareness, monthly traffic and subsequent
revenues.

INDUSTRY/INTERNET  OVERVIEW

Growth  of  the  Internet  and  Online  Commerce

     The Internet has emerged as a significant global medium for communications,
information  and  commerce, enabling millions of people to share information and
conduct  business electronically.  The Company believes growth in Internet usage
and  online  commerce  has  been  fueled  by  a  number  of  factors  including:

- -     the large and growing installed base of advanced personal computers in the
      home  and  office;

- -     improvements  in  network  infrastructure  and  bandwidth;

- -     easier  and  cheaper  access  to  the  Internet;

- -     increased awareness of the Internet among consumer and business users; and

- -     the  rapidly  expanding  availability of online content and commerce which
      increases  the  value  to  users  of  being  connected  to  the  Internet.

     Forrester  Research,  Inc.,  a  market  research  firm,  issued a report in
December  1998  predicting U.S. business trade on the Internet will explode from
$43  billion  in  1998  to $1.3 trillion in 2003.  Meanwhile, International Data
Corporation  ("IDC"),  another  market  research  firm,  estimated the number of
Internet  users  worldwide will grow from approximately 69 million at the end of
1997  to approximately 320 million by 2002.  In addition, IDC estimates that the
percentage of such Internet users buying goods and services on the Internet will
increase  from 26% in 1997 to 40% in 2002.  The two largest segments of Internet
sales  are  expected  to be computer hardware, software and consumer electronics
purchases  and  travel  and  vacation  planning.

                                       27
<PAGE>
Traditional  Methods  of  Retailing

     The  traditional  retail  industry  is  comprised  of  both  store-  and
catalog-based  companies.  The  Company  believes  that  these  retailers  face
inherent  structural  limitations that may not allow them to take full advantage
of  the  growing  worldwide retail marketplace and their customer's increasingly
complex  and  busy  daily  schedules.

     Store-based  retailers  have  limited  shelf space due to costly inventory,
store  personnel  and  real estate considerations that limit the number of stock
keeping  units  (SKUs)  they can offer to their customers.  The Company believes
that  large  store-based  retailers,  also  called  warehouses  or  superstores,
typically  carry  only about 4,000 SKUs.  As a result, manufacturers compete for
scarce retail shelf space and access to the large distributors that supply these
store-based  retailers.  Thus, manufacturers incur a significant expense to gain
this  access  and retailers face the risk of carrying inventory that may quickly
become obsolete.  In addition, the store-based retailers' merchandising process,
which  requires that the retailer physically obtain, set up, and display product
limits  the  speed at which these retailers can change their merchandise mix and
offer  new  products.  Furthermore,  because  store-based  retailers  must  make
significant  investments  in  inventory, real estate and on-site personnel, they
are  not  able  to  expand quickly into new geographic regions.  Personnel costs
also  limit  the number of hours during which store-based retailers may operate,
thereby  limiting  customer  access  and convenience.  Additionally, store-based
retailers  face challenges in hiring, training and retaining knowledgeable sales
staff  conversant  and  up-to-date  on  the broad array of hardware and software
products.

     Catalog  retailers  offer  their customers the convenience of shopping from
home  or  the  office  and  more flexible hours of operation, but they are still
constrained  by  catalog  mailing,  printing  and  associated expenses as to the
number  of  SKUs they can feature and the amount of product information they can
provide.  The  Company  believes  that  a typical catalog retailer carries up to
40,000  SKUs,  but  typically  only  features  2,000  - 3,000 SKUs in any single
catalog.  Furthermore,  the  entire  catalog shopping experience is, in general,
neither  interactive  nor personalized, yet requires extensive personnel support
and  manual  intervention  on behalf of the retailer to take and process orders.
The  Company  also  believes  that many catalog retailers focus primarily on the
corporate  marketplace.

     The  Company  believes  that the business model of the traditional retailer
results in inefficiencies that are exacerbated by, among other things, the broad
array  of  products  and  the  rapidly  changing  world we live in.  The Company
believes  that  Internet-based  retailers  are  well  positioned  to  solve  and
capitalize  on  these  inefficiencies.

                                       28
<PAGE>
ANYTHING  INTERNET'S  SOLUTION

     The  Company  understands  the  key  business  challenges  of the retailing
industry  and  has  adapted to the unique environment of the Internet to address
those  and  anticipated  future  challenges.  The  Company believes that the key
operating  advantages of its Internet storefronts and e-commerce in general are:

Attractive Economics of the Internet Storefront -- As an Internet-only retailer,
the  Company  is  not  constrained  by  the  inherent  limitations of store- and
catalog-based  retailers.  The  Company  enjoys  structural  economic advantages
relative  to  traditional  retailers,  including:

- -     low-cost  and  essentially  unlimited  shelf  space;

- -     flexible  advertising  and  affordable  merchandising  opportunities;

- -     lower  personnel  requirements;

- -     scaleable  technology  and  systems that can serve a fast-growing customer
      base;  and

- -     the  ability  to  serve  a worldwide customer base from a single, domestic
      location.

     The Company intends to leverage its Internet storefronts, content provided,
marketing  and  technology  over  a  growing  global  customer base resulting in
substantial  economies  of  scale  that the Company believes should enable it to
achieve  greater  operating  margins,  product  diversification and, ultimately,
levels  of  profitability  compared  to  tradition  retailers.

Customer  Convenience  --  The Company provides enhanced customer convenience by
enabling  customers  to  purchase  products  from either their home or office 24
hours  a  day,  seven  days a week.  The Company believes that customers may buy
more  items  because  they  have  more  hours  to shop, can act immediately upon
impulse,  and  can  readily  locate  items  that are difficult to find in retail
stores  or  catalogs.

Selection  --  Because  the  Company's  shelf  space  is  low-cost and virtually
limitless,  the  Company  is  able  to  offer  some  of  the  most comprehensive
selections  of  products  available.  To  offer  such a large selection would be
economically and physically impractical to stock in a retail store or publish in
a  mail-order  catalog.  For  example,  through  its  wholly-owned  subsidiary
AnythingPC  Internet Corporation, the Company currently offers more than 175,000
computer  hardware,  software  and  peripheral  products.

                                       29
<PAGE>
Low-Cost  Distribution  Channel for Manufacturers -- Unlike traditional store or
catalog retailers that often charge manufacturers for "shelf space", the Company
can offer the same manufacturers electronic "shelf space" with no up-front cost.
This  benefits  the  Company  in  better  margins  on  certain  products,  the
manufacturer  gains  additional  retail presence with no up-front costs, and the
buyer  gets  access  to  desired  products  at  extremely  competitive  price.

Customer Service -- The inherent nature of the Internet allows for improved pre-
and  post-sales  support  via  both e-mail and telephone.  Customers may inquire
about  the  status  and  tracking  of  their  orders  via the Company's Internet
storefronts.  Also,  customers  can  choose  to be notified automatically when a
backordered  product  they  desire  has  arrived  in  stock and is available for
shipment.

Worldwide  Customer  Base  --  Because  the  Internet is worldwide in scope, the
Company  can  offer  its  entire  product  line  to  customers  in  domestic,
international,  urban  and  rural locations where finding the product desired by
the  customer  is  not  always  a  simple  task.


STRATEGY

     The  Company's  objective  is  to  become  the  first  true  e-commerce
conglomerate.  The  Company  intends  to  capitalize  on  and  extend its market
position  as  one  of the first-mover e-commerce companies through the following
key  strategies:

Building  Brand  Awareness -- The Company believes that building brand awareness
of its Internet storefronts is critical to attracting and expanding its customer
base.  The  Company  intends  to continue building brand awareness and expanding
its  customer  base  through  various  marketing  methods,  including:

- -     building  strategic  alliances with various Internet content providers and
      sites  of  interest;

- -     Internet  marketing  campaigns,  including  both  general  and  direct
      advertising;

- -     creating  as  many  general  and specific "links" to the Company's various
      Internet  storefronts  as  possible;

- -     targeted  non-Internet  marketing  programs aimed at generating sales from
      consumers  and  businesses;  and

                                       30
<PAGE>
- -     specialized  programs,  including  "personalization"  features,  directed
      towards  building  repeat  business  from  existing  customers.

Promote  Repeat Purchases -- The Company's strategy is to build customer loyalty
and  thereby  promote repeat buying by providing enhanced product information to
consumers,  efficient  site  navigation  and  search  capabilities, personalized
services  and  targeted  communications  and  promotions,  and  a broad range of
immediately  available  products.

Leverage  and  Further Develop Strategic Relationships -- The Company intends to
continue  to leverage its strategic marketing alliances with popular portals and
sites  of  interest  such as C|Net's Shopper.com, mySimon.com, Priceline.com and
bottomdollar.com  and  technology  enablers such as Digital River, Inc. (NASDAQ:
DRIV)  to enhance its Internet storefronts' technology, expand brand recognition
and  increase  site  traffic  and  subsequent  customer sales.  The Company also
intends  to  expand  its online visibility and may enter into relationships with
additional  Internet  access  providers,  search  engines and other high-traffic
Internet  sites.

Maintain  Technology  Focus  and  Expertise  --  The Company intends to continue
maximizing  the unique efficiencies of the Internet, such as the ability to make
changes  in  merchandising  and  content  in  real-time  and  at  low  cost, to:

- -     increase  merchandising  effectiveness;

- -     personalize  the  customers'  experiences;  and

- -     improve  operating  efficiencies.

     The Company is currently developing systems and technologies to personalize
visitors'  shopping  and  post-shopping  experiences.  By  targeting content and
promotions  such  as e-mails, newsletters and store advertising, the Company can
deliver  more  compelling promotional programs.  The Company also intends to use
such  technology  to  lower transaction costs and improve the customer's  online
shopping  experience  through:

- -     the  automation  of  customer  service  functions such as automated e-mail
      responses  and  online  in-stock  status;

- -     product  management  such  as  using  automation  to  update  the  product
      databases  and  create  upsells  and  links  to  product  reviews;  and

- -     communications  with  suppliers  for  purchasing  and  automating  payment
      methods  for  accounting.

                                       31
<PAGE>
Strengthen  First-Mover  Advantages  --  The  Company  believes that significant
barriers  exist  that  are  making it increasingly difficult to enter the online
computer  products  marketplace  in  a  cost-effective  manner.  These  barriers
include:

- -     the  necessary  up-front  investment  in  technology  and  technical
      infrastructure,  such  as that required  for  real-time processing of both
      payment and  order fulfillment.  International  Data Corporation, a market
      research firm, recently reported on average that  it  costs  an average of
      $6  million  to  establish a  new  e-commerce  site  plus  an  average of
      $13  million  annually  to maintain  and promote  it;

- -     the  time  and  expense  required  to build a brand that effectively draws
      customers  to  an  Internet  site;

- -     the  time,  expense  and  expertise  necessary  to  develop  publisher and
      distributor  relationships;  and

- -     the  need  to  develop strategic alliances with high-traffic, high-profile
      Internet  sites.

     The  Company  intends to extend its first-mover advantages in each of these
areas.

ANYTHINGPC  INTERNET  CORPORATION

     AnythingPC  Internet Corporation, a wholly-owned subsidiary of the Company,
is  a rapidly growing Internet based discount retailer of over 175,000 different
computer  hardware,  software  and  peripheral  products  to  end  consumers and
businesses.  Through  its  Internet  storefronts  -  www.anythingpc.com,
www.anythingmac.com,  and  www.anythingunix.com  -  AnythingPC  offers  one-stop
shopping to its customers 24 hours a day, seven days a week.  In addition to its
wide  array of product offerings, AnythingPC's storefronts feature competitively
priced  "Hot  Products",  an  easy-to-use graphical interface, a powerful search
engine  to  locate  any  product  desired,  a  unique "quote monkey" for pricing
assistance  on  hard-to-find  products,  and  a special "notify me" feature that
automatically notifies customers when a backordered product arrives in stock and
keeps  the  customer  appraised  of  the  estimated  time  of  arrival.

     The  growth  and  acceptance  of  selling  computer  hardware, software and
peripherals via Internet e-commerce has been surprisingly fast.  AnythingPC made
its  first  e-commerce  sale  in December 1997.  Since then its monthly revenues
have  climbed  to  more  than  $400,000.

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<PAGE>
AnythingPC's  Storefronts

     Customers  access  AnythingPC's  Internet  storefronts  through
www.anythingpc.com,  www.anythingmac.com  or  www.anythingunix.com  and  are
presented  with  a  simple,  intuitive  and  easy  to  use  graphical interface.
AnythingPC  has  learned  that customers entering the storefronts generally fall
into  one  of  two  categories:

- -     they  are looking for specific product and wish to purchase it quickly and
      at  a  competitive  price;  or

- -     they  are  browsing  the store and seeking an entertaining and informative
      shopping  experience.

     AnythingPC's  Internet  storefronts  are  designed to satisfy both types of
customers.  Just  like  a  physical  retail  store,  customers  can  browse  the
departments  of  the  store,  search for specific needs, view promoted products,
obtain  product  information,  order  products,  and  ask  for customer service.
Unlike  the  traditional  retail  store,  this  can all be accomplished from the
comfort  and  convenience  of  the  customer's  home  or  office.

     Shoppers  purchase  products by simply clicking on a button to add products
to their "virtual" shopping baskets.  Customers can add and/or subtract products
from  their  shopping baskets as they browse, prior to making a final purchasing
decision,  just  as  in  a  physical retail store.  To execute orders, customers
click  on the buy button and are prompted to supply shipping and, in the case of
consumers,  credit  card  details,  either by e-mail or by telephone.  The store
design enables purchasers to buy several products at once, rather than having to
repeat  the  same  purchase  process  for  each  desired  product.  All customer
information  is  stored  on  the  Company's secure server and is used to enhance
subsequent  shopping  experiences  by  the repeat customer and better enable the
AnythingPC  to target special promotions.  This process is highly automated, but
AnythingPC  does  accept  orders, questions and requests for product information
via  the  telephone  for  those customers who are concerned about sending credit
card  information  over  the  Internet.


MARKETING  AND  PROMOTION

     The  Company's marketing strategy is to promote, advertise and increase its
brand  visibility to attract new customers through multiple channels, including:

- -     developing  strategic  alliances  with  major  portal  sites;

- -     advertising  on  leading  Internet  sites  and  other  media  worldwide;

                                       33
<PAGE>
- -     expanding  the  Company's  affiliates  network  and  linking programs; and

- -     direct  marketing  to  existing  and  potential  customers.

     The  Company  believes  that the use of multiple marketing channels reduces
reliance  on any one source of customers, lowers customer acquisition costs, and
maximizes  brand  awareness.

Strategic Alliances -- The Company pursues strategic relationships to expand the
Company's online presence, increase its access to online customers, expand brand
recognition,  and enhance the underlying technology of its Internet storefronts.
In  pursuing  these relationships, the Company seeks exclusive or semi-exclusive
positioning  for  the sales of computer related products on key screens of major
Internet  sites.  To  date,  the  Company  has  established successful strategic
alliances  with  companies  such  as  C|Net's  Shopper.com,  mySimon.com,
Priceline.com,  bottomdollar.com  and  Digital  River,  Inc.  (NASDAQ:  DRIV).

Online  Advertising  --  In  addition  to  its  primary strategic alliances, the
Company  utilizes  numerous  online  sales  and marketing techniques to increase
brand  recognition  and  drive  traffic  to  the Company's Internet storefronts,
including  banner  advertising  on  various  high-traffic  Internet sites.  Such
banner  advertisements  can  be  permanently displayed for designated periods of
time  or  displayed  when  a  user  searches for information relating to certain
keywords  (ie.  "printers"  or  "software").

Direct Marketing -- The Company believes that the demographics of Internet users
overlap  one-to-one  with  the  demographics  of potential customers, especially
those  seeking  to  purchase  new  computer  hardware,  software  and peripheral
products.  The  Company  believes  that  the  Internet  provides  additional
opportunities  for direct marketing to the Company's customers through a variety
of  mechanisms,  and  is exploring such direct marketing opportunities to target
new  and existing customers with customized offers such as an e-mail newsletter,
special  product  offers  and  preferred  customer  offers.

Linking  --  The  Company  believes  it  is important to create as many Internet
"links"  to  its  Internet  storefronts  as  possible.  The Company has begun an
aggressive  program  to  increase  the  number  of  links  from  search engines,
manufacturers'  Internet  sites,  community,  affinity  and  basic  home  pages.

Customer  Service  -- The Company believes its ability to establish and maintain
long-term  relationships  with  its  customers  and  encourage repeat visits and
purchases depends, in part, on the strength of its customer support and service.
Customer  support  and  service  personnel  are responsible for handling general
customer inquiries, answering customer questions about the ordering process, and
investigating  the  status  of  orders, shipments and payments.  The Company has

                                       34
<PAGE>
automated  some  of  the  tools  used by its customer support and service staff,
including  the  tracking  screens  that  enable  its  support  staff  to track a
transaction  by  any  of  a variety of information sources.  At any point in the
purchasing  process, customers can access the Company's support staff by e-mail,
fax  or  telephone.  Customers  who  are  reluctant  to  enter their credit card
numbers  through the Internet site are also invited to call the Company directly
for  purchases.  The  Company  currently  employees a growing staff of dedicated
customer  support  and  service  personnel.


TECHNOLOGY  AND  SYSTEMS

     The  Company  uses complex proprietary and commercially licensed technology
to  make  both  the  customer experience and the management reporting process as
seamless  and  simple as possible with minimal human intervention necessary.  To
that  end,  the  Company  has  developed  technologies  and  systems  to support
scaleable,  flexible  and  seamless online reselling in a secure and easy to use
manner.  By  using  a  combination  of  proprietary  and  commercially available
technologies, the Company has deployed systems for online content dissemination,
online  transaction processing, customer service, market analysis and electronic
data  interchange.

Scaleability  and  Flexibility -- The architecture of the Company's hardware and
software  is  built upon a distributed transaction-processing model which allows
the  process  load  to  be  distributed  among  multiple parallel servers.  This
architecture  allows  the  Company  to  scale  by  either  adding new servers or
increasing  the  capacity  of  existing  servers.  The  Company's  hardware  and
software  configuration is designed to scale to support growth while maintaining
user  performance  and  minimizing  the  cost  per  transaction.  In the rapidly
changing  Internet  environment,  the  ability to update this system in order to
stay  current  with  new  technologies  is  important.  The  system's  template
technology  and  modular  database  design  allow the addition or replacement of
software  components,  page  layout  templates, and search and retrieval engines
with  minimal  effort  and disruption.  This architecture also enables low-cost,
rapid  deployment  of  additional, co-branded Internet sites that integrate with
the  Company's  other  Internet  storefronts.

Seamlessness  --  The Company's multiple hardware and software systems integrate
seamlessly  to  manage  real-time  transactions with limited human intervention.
Orders  for products are routed to the appropriate contact person or distributor
while  the  customer's  credit  card  is  charged.  Orders  requiring  human

                                       35
<PAGE>
intervention  are  automatically  routed  for  processing  by a customer service
representative.

Store  Engine  Architecture  --  The Company's hardware and software systems are
based  upon  a distributed transaction-processing model that allows applications
and  data  to  be  distributed  among  multiple  parallel  servers.  Many of the
software  components,  and  the pages of the Company's Internet storefronts, are
developed in a manner that enables the separation of the page look and feel from
the  individual  data  elements  and  their  associated  database lookups.  This
separation  permits  frequent  changes  to  product pricing information, reduces
software  and  database  updates  for  Internet  site changes, and minimizes the
engineering  required  to  maintain  a growing number of items and content.  The
Company  utilizes  technology  that  also  enables  Internet  storefronts  with
different  formats  to  integrate  various  elements  such as search, vendor and
product  pages.  This technology allows the Company to maintain several Internet
storefronts  over  a  single  order  processing  and  customer  service  system.

Data  Warehouse  --  The Company utilizes a database management system to index,
retrieve  and  manipulate product information, content, product catalogs, orders
and  transaction  and  customer  information.  This  system  allows  for  rapid
searching,  sorting, viewing and distribution of a large volume of content.  The
Company  deploys a data warehouse that enables it to access detailed transaction
and customer interaction data and perform proprietary market analysis.  The data
warehouse provides a unified platform for the store engine and other components.
This  data  warehouse  system  incorporates  commercially available hardware and
software  combined  with  proprietary software of the Company in a configuration
developed  internally.

Customer  Reassurance  -- A critical issue to the success of online retailing is
maintaining  the integrity of information, particularly the security of customer
information such as credit card numbers.  The Company believes that its existing
security  systems  are  at  least as secure as those used for traditional retail
store  transactions  and  that  it  has  a comprehensive security strategy.  The
Company's system automatically monitors each purchase and confirms each order by
e-mail  to  the  customer  within  minutes  after  the  order  is  placed.

Fault  Tolerance  and  Scaleable  Internet  Access  -- The Company's systems are
designed  for  automatic transfer to "hot" spare systems in the event of failure
and  are  equipped  with  fully  automated reporting tools.  These tools provide
automated  trouble notification and detailed event logging.  A load distribution
system  monitors  traffic  to each server.  Should a system fail to respond to a
request,  the  automated distribution system will redistribute traffic among the

                                       36
<PAGE>
remaining machines with no loss of user functionality.  In addition, the Company
maintains  redundant servers in both California and Colorado to further minimize
the  chance  of  loss  or  system  disruption.

     Notwithstanding  these  precautions,  there can be no assurance that either
the  security mechanisms of the Company's Internet provider, the Company, or the
Company's  other suppliers will prevent security breaches or service breakdowns.
Despite  the  implementation  of  network  security measures by the Company, its
servers may be vulnerable to computer viruses, physical or electronic break-ins,
and other disruptions that could lead to interruptions, delays, loss of data, or
the  inability  to  accept and fulfill customer orders and could have a material
adverse  effect  on  the  Company's finances, prospects, financial condition and
results  of  operation.

COMPETITION

     The  realm  of  Internet e-commerce is new, rapidly evolving, and intensely
competitive.  Current  and  new competitors can launch new sites at a relatively
low  cost.  At  the  present  time,  the  Company  primarily competes with other
companies  at a divisional level.  However, the Company currently or potentially
competes  with  the  following  companies  sharing  similar  overall visions and
Internet  strategies:

- -     Amazon.com  (NASDAQ:  AMZN)  is  known,  or  branded, as a book seller has
      recently  expanded into  videos, CDs, prescription drugs  and  auctioning
      products. They are anticipated to  continue growing and diversifying over
      the  coming  months and  years;

- -     Buy.com,  a  closely held company, is primarily known for selling computer
      hardware,  software  and  peripheral  products,  but  has recently
      expanded into books,  videos,  games,  and  CDs;  and

- -     CMGI,  Inc.  (NASDAQ:  CMGI)  is  a developer and operator of Internet and
      direct  marketing  companies.  CMGI takes strategic  equity  positions  in
      Internet businesses, including  Lycos,  Inc.  (NASDAQ:  LCOS),  Amazon.com
      and Hollywood Entertainment  Corporation  (NASDAQ:  HLYW).

AnythingPC competes directly with the computer products retail industry which is
intensely competitive.  Through AnythingPC, the Company currently or potentially
competes  with  a  variety  of  other  companies.  These  competitors  include:

- -     various  traditional computer retailers including CompUSA and MicroCenter;

                                       37
<PAGE>
- -     various  mail-order  retailers  including CDW, MircoWarehouse, Insignt, PC
      Connection  and  Creative  Computers;

- -     various  Internet-focused  computer  retailers  including  Egghead.com,
      beyond.com,  Cyberian  Outpost  and  BuyComp.com;

- -     various manufacturers that sell directly over the Internet including Dell,
      Gateway  and  Apple;

- -     a  number  of  online  service  providers including America Online and the
      Microsoft  Network  that  offer  computer  products  directly  or  in
      partnership with other  retailers;

- -     some non-computer retailers such as Wal*Mart that sell a limited selection
      of  computer  products  in  their  stores;  and

- -     computer  products  distributors  which may develop direct channels to the
      consumer  market.

     Increased  competition  from  these  and  other  sources  could require the
Company  to  respond to competitive pressures by establishing pricing, marketing
and  other  programs  or  seeking  out  additional  strategic  alliances  or
acquisitions, any of which could have a material adverse affect on the business,
prospects,  financial  condition  and  results  of  operations  of  the Company.

     The  Company  believes that the principal competitive factors in its market
are  brand  recognition, selection, price, variety of value-added services, ease
of  use,  site  content,  fulfillment,  reliability,  quality  of  search tools,
customer  service  and  technical  expertise.  Many of the Company's current and
potential  competitors  have  longer operating histories, larger customer bases,
greater  brand  recognition,  and significantly greater financial, marketing and
other resources than the Company.  In addition, online retailers may be acquired
by,  receive investments from, or enter into other commercial relationships with
larger,  well-established and well-financed companies as use of the Internet and
other  online  services  increases.  The  Company  is  aware that certain of its
competitors  have  and  may  continue  to  adopt aggressive pricing or inventory
availability  policies  and devote substantially more resources to Internet site
and  systems  development than the Company.  Increased competition may result in
reduced  operating  margins,  loss  of  market  share,  and  a  diminished brand
franchise,  any  of  which  would have a material adverse effect on the Company.
Moreover,  companies  that control access to transactions through network access
or  Web  browsers  currently  promote,  and  will  likely  continue  to promote,
competitors  of the Company.  There can be no assurance that the Company will be

                                       38
<PAGE>
able  to  respond  effectively to increasing competitive pressures or to compete
successfully  with  current  and  future  competitors.

INTELLECTUAL  PROPERTY

     The  Company  claims common law trademark for its logo, corporate name, and
Internet  storefronts  -  AnythingPC, AnythingMAC and AnythingUNIX.  The Company
also  has  reserved  the  rights to hundreds of Internet domain names, including
www.anythinginternet.com,  www.anythingpc.com,  www.anythingmac.com,
www.anythingunix.com  and  www.anythingcellular.com.

EMPLOYEES

The  Company believes its success depends to a significant extent on its ability
to  attract,  motivate  and  retain highly skilled management and employees.  To
this  end,  the  Company  focuses  on  incentive programs such as employee stock
options  and competitive compensation and benefits packages for its employees to
foster  a  corporate culture which is challenging and rewarding, yet fun.  As of
May 18, 1999, the Company, including its subsidiaries, had nine employees: eight
full-time  and  one part-time.  Currently full-time employees receive health and
dental  plans  after 90 days of employment.  The Company also employs, from time
to  time, a limited number of independent contractors and temporary employees on
a  periodic  basis.  None  of the Company's employees are represented by a labor
union  and  the  Company  considers  its  labor  relations  to  be  good.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS  OF  OPERATIONS

Fiscal  Year  1998  Ending  June  30,  1998

     The  Company  was  incorporated  under the laws of the State of Colorado on
August  15,  1997.  June  30,  1998 marked the end of the Company's first fiscal
year,  which, as a result of the ending day of the fiscal year, was a short year
for  the  Company.

     Net  sales  for the fiscal year ending June 30, 1998 were $657,988.  All of
these  sales  were  a  result  of  the  Company  establishing its first Internet
storefronts  and  generating  initial  customer traffic and orders through these
Internet  storefronts.

     Gross  profits  for  the  fiscal year ending June 30, 1998 were $44,666, or
6.8%  of  sales.  Gross  profit margins for Internet retailers have historically
been significantly lower than traditional brick-and-mortar retailers as a result
of  the  deep  price  discounts  typically  offered  to  Internet  customers.

                                       39
<PAGE>
     Selling,  general  and  administrative  (SG&A) expenses for the fiscal year
ending  June  30, 1998 were $69,428.  The major components of these expenses for
the  fiscal year were the acquisition costs of office and computer equipment and
software  development  costs.

     The  net loss for the fiscal year ending June 30, 1998 amounted to $24,762,
or $4.27 a share.  There were 5,800 shares issued and outstanding as of June 30,
1998,  on  both  a  basic  and  fully diluted basis.  The net loss was primarily
attributable  to  expensing  initial  start-up  costs.


Nine-Months  Ended  March  31,  1999  Compared  to  Nine-Months  Ended
March  31,  1998

     Net  sales  for  the  nine-months  ended March 31, 1999 were $2,403,629, an
increase of 2,325% over $99,136 for the same period a year ago.  The increase in
net sales was driven primarily by increasing customer awareness of the Company's
Internet  storefronts,  building  brand awareness, improving Internet storefront
content, and continuing to increase the number of products available through its
Internet  storefronts to more than 175,000 different computer hardware, software
and peripheral products.  In addition, as of March 31, 1999 the Company had sold
products  to  approximately  8,654  unique  customers.

     Gross  profits  for  the  nine-months ended March 31, 1999 were $92,226, or
3.8%  of sales, compared to $5,514, or 5.6% of sales, for the same period a year
ago.  The  increase  in  gross  profit  was  due  to  increased product sales as
discussed  above  and  improved  product  and  inventory  management.

     Selling,  general  and  administrative  (SG&A) expenses for the nine-months
ended  March  31, 1999 were $430,397, an increase of 2,266% over $18,990 for the
same  period a year ago.  The dollar increase in SG&A over the prior same period
is  the  result  of  additional costs incurred in handling higher order volumes,
increased  computer  and  technology acquisitions for handling increase Internet
storefront traffic and opening the Tampa, Florida business-to-business sales and
support  office.

     The  net  loss  for the nine-months ended March 31, 1999 was ($377,861), or
($0.12)  a share, an increase of 2,804f% over ($13,477), or ($1.35) a share, for
the  same  period  a  year  ago.  The  increase  in  net loss is attributable to
increased  SG&A  expenses  and  on-going  capital  expenditures.

                                       40
<PAGE>
     The  Company  does  not  believe  that inflation has had a material adverse
effect  on sales or income since its inception on August 15, 1997.  Increases in
product  or other operating costs may adversely affect the Company's operations;
however,  the  Company  believes  it  will be able to maintain its present gross
profit  margins  by monitoring and adjusting the prices of the products it sells
to  offset  increases  in  costs  of  goods  sold  or  other  operating  costs.

     Based  on  its  experience  to  date,  the Company believes that its future
operating  results  may be subject to quarterly variations based on a variety of
factors,  including  seasonal  buying  patterns  in the computer industry.  Such
effects  may  not be apparent in the Company's operating results during a period
of expansion.  However, the Company can make no assurances that its business can
be  significantly  expanded  under  any  circumstances.

Liquidity  and  Capital  Resources

     The  Company's  operations  to  date  have  concentrated  on developing its
Internet storefronts, building brand recognition and a loyal customer following,
and  securing  the  financing  necessary to fund the development, operations and
expansion  of  its  business.

     As  of  March  31,  1999,  the  Company  had $18,973 cash on hand, accounts
receivable,  including  some  "term" sales, of $138,544, and receivable notes of
$86,023.  The  Company  also  had  bank  credit  lines  aggregating $85,000 with
$52,865  available  for  immediate  usage.  In addition, the Company had several
supplier-based  revolving lines of credit, including Tech Data, $150,000; Ingram
Micro,  $150,000 (as of April 22, 1999, the Company was in discussions with both
Ingram  Micro  and  Tech  Data to increase its respective credit lines further);
Merisel,  $65,000;  and  Pinacor,  $5,000.  Additionally,  Reseller  Credit
Corporation  finances  corporate  purchase  orders  on behalf of the Company for
products  supplied  by  Ingram  Micro.

     As  of  March  31,  1999,  cash  used  by  operating  activities, since its
inception on August 15, 1997, totaled ($228,129).  The majority of the cash flow
used  in  these operating activities was the result of SG&A expenses and initial
business  start-up  costs.

     As  of  March  31,  1999,  cash  used  by  investing  activities, since its
inception on August 15, 1997, totaled ($112,797).  All of these investments were
in  office  equipment,  technology  and  software  development.

     As  of  March  31,  1999,  cash provided by financing activities, since its
inception  on August 15, 1997, totaled $359,900.  The majority of this financing
was  the  result  of  borrowing  activities,  utilizing  credit  facilities, and

                                       41
<PAGE>
completing  a  successful  private  placement in December 1998 which yielded net
proceeds  of  $200,000.

     The  Company  expects  to  continue  making  significant investments in the
future to support its overall growth.  Currently, it is anticipated that ongoing
operations  will  be  sufficiently  financed  from  the  net  proceeds  of  the
anticipated  exercise  of  the warrants the common stock being registered herein
underlie,  cash  on  hand,  accounts  receivable,  the various credit facilities
available  to  the  Company,  and  from internally generated funds.  However, as
indicated  in  the  Company's most recent financial statements available herein,
while operating activities provide some cash flow, the Company is currently cash
flow negative.  There can be no assurances that the Company's ongoing operations
will  begin  to  generate a positive cash flow or that unforeseen events may not
require  more  working  capital  than the Company currently has at its disposal.

Year  2000  Compliance

     Many  currently  installed computer systems and software products are coded
to accept only two digit entries in the date code field.  These date code fields
will  need  to  accept four digit entries to distinguish 21st century dates from
20th  century  dates.  This  could  result in system failures or miscalculations
causing  disruptions  of  operations, including, among other things, a temporary
inability  to  process  transactions,  send invoices or engage in similar normal
business activities.  As a result, many companies' software and computer systems
may  need  to  be  upgraded or replaced in order to comply with such "Year 2000"
requirements.  The  Company  utilizes third-party equipment and software that it
believes  is  Year  2000  compliant.  The  Company  is  in  the  early stages of
conducting  an audit of its third-party suppliers as to the Year 2000 compliance
of  their systems.  The Company does not believe it will incur significant costs
in  order  to  comply  with  Year  2000  requirements.  However,  failure of the
Company's  internal  computer  systems  or  of  such  third-party  equipment  or
software,  or  of  systems  maintained  by  the  Company's suppliers, to operate
properly  with  regard to the Year 2000 and thereafter could require the Company
to  incur  unanticipated  expenses  to  remedy  any problems, which could have a
material  adverse  effect  on  the  Company's  business, financial condition and
results  of  operations.

                             DESCRIPTION OF PROPERTY

     The  Company  maintains  its  headquarters in Colorado Springs, Colorado at
3020  North El Paso in a 2,069 square foot office space through a one-year lease
that  commenced  on  June  3,  1998.  The Company pays $1,280 a month, utilities
included,  for  this  leased  office  space.

                                       42
<PAGE>
     The  Company  also  has  a  business-to-business  sales  and support office
located in Tampa, Florida.  This facility encompasses approximately 1,093 square
feet and is secured by a one-year lease that commenced on February 1, 1999.  The
Company  pays  $1,275.16  a  month,  utilities  included, for this leased office
space.

                              CERTAIN TRANSACTIONS

     On  August  22,  1998,  the Company entered into a Share Exchange Agreement
with  Banyan Corporation, a publicly traded company listed on the OTC Electronic
Bulletin  Board  under  the trading symbol "BANY".  Under the terms of the Share
Exchange  Agreement,  the Company caused the issuance of 1,000,000 shares of its
common  stock  to  Banyan  pursuant  to  exemptions  under  Section  4(2) of the
Securities  Act  and  Regulation  D thereunder in exchange for 200,000 shares of
Banyan  common  stock,  issued  pursuant to exemptions under Section 4(2) of the
Securities  Act  and  Rule  144  thereunder.  The then market price for Banyan's
common  stock was $0.20 a share, resulting in an effective price of four cents a
share  for  the  Company's  common  stock.

In  addition to the shares of Banyan common stock received, the Company was also
granted  options  to  purchase 300,000 additional shares of Banyan common stock,
vested  immediately,  as  follows:  100,000 shares at 50 cents a share, expiring
February  28,  1999;  100,000 shares at $1.00 a share, expiring August 31, 1999;
and  100,000  shares  at  $2.00  a  share,  expiring  August  31,  2000.

     As  part  of  the Share Exchange Agreement, Banyan was empowered to appoint
two  Directors  to  the  Company's  Board  of  Directors.  Banyan  appointed its
President  and  Chief  Executive  Officer,  Cameron  B.  Yost,  and  its outside
management  and  financial  consultant,  J.  Scott  Sitra.

     Subsequent  to  the  Share  Exchange  Agreement,  the  Company  elected  to
reclassify  itself  from  an  Internal  Revenue Service subchapter "S" corporate
classification  to  a subchapter "C" corporate classification and transition the
closing  day  of  its  fiscal  year  from  December  31st  to  June  30th.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Prior to the filing of this Registration Statement there has been no market
for  the Company's common stock, and there can be no assurance that a liquid and
active  market  will  ever  develop, or if developed, that it will be sustained.
Application is being made for the quotation of the Company's common stock on the
OTC  Electronic  Bulletin Board market under the proposed trading symbol "ANYI."

                                       43
<PAGE>
     The  initial  trading  price  of  the  Company's  common  stock, once it is
approved  for trading, will be determined by the negotiation between the Company
and  the  initial  Market Maker posting bid and ask quotations for the Company's
common  stock,  and  will  not  necessarily  bear any direct relationship to the
Company's  assets,  earnings, book value or other generally accepted criteria of
value.

     As  of  January 25, 1999, the Company had approximately 176 shareholders of
record.  This  does not include shareholders who hold stock in their accounts at
broker-dealers.

                                 DIVIDEND POLICY

     The  Company has never declared or paid any dividends on its capital stock.
The  Company  currently  intends  to  retain  all available funds and any future
earnings  of  its business for use in the operation of its business and does not
anticipate  paying  any  cash or other dividends in the foreseeable future.  The
declaration,  payment  and  amount of future dividends, if any, will depend upon
the  future  earnings,  results  of  operations,  financial position and capital
requirements  of  the  Company,  among  other  factors,  and will be at the sole
discretion  of  the  Board  of  Directors.

                         SHARES ELIGIBLE FOR FUTURE SALE

     The  Company  is  authorized to issue up to 50,000,000 shares of its common
stock.  If  all  warrants,  stock  options, and Employee Stock Ownership Program
reserves  are  exercised  and  released, the Company would have 4,086,000 shares
issued  and  outstanding  (fully  diluted basis).  In such an event, the Company
would  have  approximately 45,914,000 shares of authorized, but unissued, common
stock available for issuance without further shareholder approval.  Any issuance
of  additional  shares  of common stock may cause current shareholders to suffer
significant  dilution,  which  may  adversely  affect  prevailing market prices,
should  a  market  for  the  Company's  common  stock  ever  develop.

     Additionally,  in  the event a market does develop for the Company's common
stock,  future  sales  of  substantial  amounts  of common stock into the public
market  could  adversely  affect  any prevailing market prices and the Company's
ability  to  raise  equity  capital  in  the  future.

     As  of  April  22,  1999,  the Company had 3,074,400 shares of common stock
issued  and  outstanding.  Of  these  shares,  500,400  shares  are  currently
restricted  from  resale pursuant to Section 4(2) of the Securities Act and Rule
144  thereunder.  Subject  to  the  volume  and  other restrictions of Rule 144,
185,000  of  these  shares  become  eligible for sale on August 22, 1999; 400 of

                                       44
<PAGE>
these  shares become eligible for sale on January 10, 2000; and 315,000 of these
shares  become  eligible  for  sale  on  August  22,  2000.

     As  of  April  22,  1999, the Company had the following options to purchase
shares  of  common  stock  outstanding:

<TABLE>
<CAPTION>

No. of Options   Exercise Price   Vesting Period   Expiration Date
- --------------   --------------   --------------   ---------------
<C>              <C>              <S>             <C>
500,000          $             1  Fully Vested    February 29, 2000
50,000           $            40  Fully Vested    April 1, 2002
25,000           $            75  Fully Vested    April 1, 2002
25,000           $           100  Fully Vested    April 1, 2002
10,000           $             3  Three Years     March 31, 2003
- ---------------
610,000
</TABLE>

     The  Company  has  not  filed  any  registration statements with the SEC to
register  any  of the common stock underlying any of these options.  The Company
anticipates  filing a Form S-8 registration statement with the SEC in the future
to register the common stock underlying these options, but until it files such a
registration  statement  any  shares of common stock issued to exercising option
holders  will  be  subject  to  the  resale  restrictions  of  Rule  144.

     On  January  10, 1999, the Company set aside a reserve of 200,000 shares of
common  stock  to  establish  an Employee Stock Ownership Program (ESOP).  As of
January  25,  1999,  no shares had been issued or authorized for issue under the
Company's  ESOP.  While  it  is  anticipated  this reserve will be sufficient to
satisfy  the  needs  of  the  Company's  ESOP  for the next several years, it is
possible  the  Company  could  use the entire reserve at any time.  common stock
issued  to  employees  through  the  Company's  ESOP  may  or  may  not have any
restrictions  attached  thereunder.

     In  addition,  because  the  800,027  shares of common stock held by Banyan
Corporation  equates to an ownership level exceeding 10% of the total issued and
outstanding  shares  of  the  Company's  common  stock,  it is deemed a "control
person"  as  defined  in  the  Securities Act.  While the shares of common stock
owned  by  Banyan  are  not  subject to any trading restrictions per se, control
persons are always subject to the volume restrictions on sales of their holdings
as defined in Rule 144 of the Securities Act.  As such, Banyan may be limited to
the  number  of  shares  it  may  sell  during  any given future period of time.

     In  general,  under  Rule  144  as currently in effect, an affiliate of the
Company  or person (or persons whose shares are aggregated) who has beneficially
owned  restricted  shares for at least one year (two years for insiders) will be
entitled  to  sell  in  any  three-month period a number of shares that does not
exceed  the  greater  of  (i)  one percent of the then outstanding shares of the

                                       45
<PAGE>
Company's  common  stock  or  (ii)  the  average  weekly  trading  volume of the
Company's  common stock during the four calendar weeks immediately preceding the
date  on which notice of the sale is filed with the SEC.  Sales made pursuant to
Rule  144 are subject to certain requirements relating to manner of sale, notice
and  the availability of current public information about the Company.  A person
(or  persons  whose  shares  are  aggregate)  who  is not deemed to have been an
affiliate  of  the  Company at any time during the 90 days immediately preceding
the  sale  and  who  has beneficially owned the shares for at least two years is
entitled to sell such shares under Rule 144(k) without regard to the limitations
described  herein.


     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                                   DISCLOSURE

     On  September 1, 1998, the Company engaged J. Paul Kenote, CPA, P.C. as its
independent  public  accountants.  The Company had no prior independent auditor.

                               RECENT DEVELOPMENTS

     On  April  1, 1999, the Company underwent a restructuring whereby it placed
its  three  operating  Internet  storefronts  -  www.anythingpc.com,
www.anythingmac.com  and  www.anythingunix.com - into a wholly-owned subsidiary,
AnythingPC  Internet  Corporation.  As part of this restructuring, the Company's
Board  of  Directors  elected  J.  Scott  Sitra  as  its new President and Chief
Operating  Officer  and  elected  its former President, Robert C. Schick, as the
Company's  new Chief Technology Officer while appointing him President and Chief
Executive  Officer  of  the  new  AnythingPC  division.

     Mr.  Sitra's  first  year  compensation  package  consists  of  a salary of
one-dollar  ($1)  and  options to purchase 100,000 shares of common stock at the
following  exercise  prices:  50,000  at  $40 a share, 25,000 at $75 a share and
25,000  at  $100  a  share.

     On  April  13,  1999,  the  Company  formally  established  a  new
business-to-business  sales  office  in  Tampa,  Florida.  The  purpose  of this
facility  is  to  focus on emerging business-to-business sales opportunities and
relationships  as more businesses shift their buying patterns to the Internet to
maximize  new  buying  efficiencies  and lower costs.  The facility is headed by
Rich  Baron,  General  Manager.

                                       46
<PAGE>
                              FINANCIAL STATEMENTS

AUDITED FINANCIAL STATEMENTS AS OF JUNE 30, 1998 FOR THE FISCAL YEAR ENDING JUNE
30,  1998

CONTENTS

Independent  Auditor's  Report                                    F-1

Balance  Sheet                                                    F-3

Statement  of  Operations                                         F-4

Statement  of  Changes  in  Stockholders'  Equity                 F-5

Statement  of  Cash  Flows                                        F-6

Notes  to  Financial  Statements                                  F-7


                          INDEPENDENT AUDITOR'S REPORT


To  the  Board  of  Directors
Anything,  Inc.
Colorado  Springs,  Colorado

We  have audited the accompanying balance sheet of Anything, Inc. as of June 30,
1998  and  the related statements of operations, changes in shareholders' equity
and  cash  flows  for  the  period from August 15, 1997 to June 30, 1998.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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  statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statement.  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,  these  financial statements referred to above present, in all
material respects, the financial position of Anything, Inc. at June 30, 1998 and
the  results  of  their operations and their cash flows for the period beginning

                                      F-1
<PAGE>
August  15,  1997  to  June  30,  1998  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 6 to the
financial  statements, the Company is attempting to establish itself as a player
in  a  very  competitive  market.  It  also  has  a substantial need for cash to
finance  its  development stage and ongoing activities.  These and other factors
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  Management's  plans  in  regard to these matters are also discussed in
Note  6.  The  accompanying  financial statements do not include any adjustments
relating  to the recover ability and classification of asset carrying amounts or
the  amount  and  classification  of  liabilities  that  might result should the
Company  be  unable  to  continue  as  a  going  concern.



/s/  J.  Paul  Kenote
J.  PAUL  KENOTE,  CPA,  P.C.
Portland,  Oregon

December  21,  1998

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                            ANYTHING, INC.
                     (A Development Stage Company)

                            BALANCE SHEET

                            June 30, 1998

                                ASSETS

<S>                                                        <C>
Current assets:
  Cash                                                     $42,114
  Accounts receivable, trade                                14,591
                                                           -------
                                                            56,705
                                                           -------

Furniture and fixtures:
  Office furniture and equipment                            14,461
  Less accumulated depreciation                              2,892
                                                           -------
                                                            11,569
                                                           -------

Other assets:
  Software development costs, net of
   Accumulated amortization of $4,088                       21,984
  Deposits                                                   1,380
                                                           -------
                                                            23,364
                                                           -------

                                                           $91,638
                                                           =======
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                               ANYTHING, INC.
                        (A Development Stage Company)
                               BALANCE SHEET

                               June 30, 1998

                    LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
<S>                                                      <C>
  Notes payable (Note 2)                                 $ 25,500
  Note payable - line of credit (Note 3)                   32,038
  Accounts payable, trade                                  17,441
  Accrued expenses                                          5,221
                                                         ---------
                                                           80,200
                                                         ---------

Commitment (Note 4)

Stockholders' equity:
  Common stock, no par value, 1,000,000 shares
   Authorized; 5,800 issued and outstanding                36,200
  Deficit accumulated during development stage (Note 6)   (24,762)
                                                         ---------
                                                           11,438
                                                         ---------
                                                         $ 91,638
                                                         =========
</TABLE>

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                          ANYTHING,  INC.
                   (A Development Stage Company)

                      STATEMENT OF OPERATIONS

        For the Period From August 15, 1997 to June 30, 1998

<S>                                            <C>

Sales                                                  $ 657,988

Cost of sales                                            613,322
                                                        ---------
Gross margin                                              44,666

Selling, general and administrative expenses              69,428
                                                        ---------

Excess of expenditures over revenues before
 income tax benefit                                      (24,762)

Income tax benefit (Note 5)                                    -
                                                        ---------
Net loss for the period                                 ($24,762)
                                                        =========
Earnings Per Share (basic)                                ($2.58)
                                                        =========
</TABLE>

                                      F-5
<PAGE>
<TABLE>
<CAPTION>


                                 ANYTHING, INC.
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

              For the Period From August 15, 1997 to June 30, 1998

                               Common Stock Issued
                              ----------------------    Retained     Total
                                Number      Amount      Deficit      Equity
                              ---------    ---------   ---------    ---------
<S>                           <C>         <C>         <C>          <C>
Balance at August 15, 1997            -   $        -  $        -   $        -

Initial issuance @ $0/sh
(Richard Volker)                  4,200            -           -            -

Initial issuance @ $2.56/sh
(Robert Schick)                   3,200        8,200           -        8,200

Initial issuance @ $5.88/sh
(Alfred Delisle)                  1,700       10,000           -       10,000

Initial issuance @ $20/sh
(Bernard Sandoval)-cash              70        1,400           -        1,400

Issued for software
development costs @ $20/sh
(Bernard Sandoval)                  830       16,600           -       16,600

Return and retirement of
4,200 shares @ $0/sh
(Richard Volker)                 (4,200)           -           -       36,200

Net loss for the period                                  (24,762)      11,438
                              ---------    ---------   ---------    ---------
Balance at June 30, 1998          5,800   $   36,200    ($24,762)  $   11,438
                              =========    =========   =========    =========
</TABLE>

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                                 ANYTHING, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

              For the Period From August 15, 1997 to June 30, 1998

<S>                                                        <C>
Cash flows from operating activities:
  Net operating deficit                                     ($24,762)
  Adjustments to reconcile net income to
   net cash provided by operating activities:
      Depreciation and amortization expense                    6,980
      Net changes in operating assets and liabilities:
         Accounts receivable                                 (14,591)
         Deposits                                             (1,380)
         Accounts payable and accrued expenses                22,662
                                                            ---------
  Net cash used by operations                                (11,091)
                                                            ---------

Cash flows from investment activities:
  Acquisition of office equipment                            (14,461)
  Software development costs incurred                        (26,072)
                                                            ---------
  Net cash used by investment activities                     (40,533)
                                                            ---------

Cash flows from financing activities:
  Proceeds from borrowing                                     57,538
  Sale of stock                                               36,200
                                                            ---------
  Net cash provided by financing activities                   93,738
                                                            ---------

Net cash increase                                             42,114

Cash at beginning of the period                                    -
                                                            ---------
Cash at end of the period                                  $  42,114
                                                            =========

Supplemental schedule of non-cash financing transactions:

  Issuance of 830 shares of common stock for software
   development services                                    $  16,600
                                                            =========
</TABLE>

                                      F-7
<PAGE>

                                 ANYTHING, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1998


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES AND LINE OF BUSINESS:

Line  of  business:

Anything,  Inc.  was  organized  on August 15, 1997 as a Colorado corporation to
market  and  distribute  computers  and  related accessory products by using the
Internet  as  the  exclusive  distribution  channel.

Software  Development  Costs:

     It  is  the  Company's  policy  to  capitalize  major  software development
activities  to  reflect  the  value  of the software over its anticipated useful
life.  The  Company  amortizes  this  software over a three year period from the
implementation  of  the  software.

Revenue  Recognition:

     The  Company  recognizes income when product is shipped to customers either
from  the  Company's  inventory  or  when  shipped from distributors' warehouses
directly  to the customer.  The Company assumes the title to the product when it
is  shipped  either  to  the  Company  or  directly  to  the Company's customer.

Use  of  estimates:

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts and disclosures.  Accordingly, actual results
could  differ  from  those  estimates.

NOTE  2  -  NOTES  PAYABLE:

Notes  payable  consist  of  the  following:

Note  payable  to  a  former  shareholder  of
the  Company  in exchange for  the  redemption
of  his stock.  The note is to be paid in four
unequal installments,is  non-interest  bearing
and is personally guaranteed by the  principal

                                      F-8
<PAGE>
shareholder of the Company. (The shareholders'
4,200 shares of stock were retired immediately
by  the  Company's  Board  of  Directors.)                               $15,000

Note payable to the parents of the  principal
shareholder of the company,  bearing interest
at  8%  per  annum  and  due  on  or  before
December  31,  1998.  The note  is  unsecured.                            10,500
                                                                         -------
                                                                         $25,500
                                                                         =======


NOTE  3  -  LINE  OF  CREDIT

To help finance the cost of inventory, Nations Credit Distribution Finance, Inc.
has  extended  the  Company,  a credit line not to exceed $35,000.  The interest
rate  applicable  to  each  transaction  will  depending upon the vendor and the
timeliness  of  repayment  and  will  range  from 0% to 18%.  The credit line is
unsecured.

NOTE  4  -  OBLIGATION  UNDER  LEASE  COMMITMENT:

The  company  leases  approximately  2,000  square  feet of office space under a
non-cancelable lease agreement expiring May 31, 1999.  The lease can be extended
based on terms and conditions to be established at that time.  The lease payment
in  comprised  of a scheduled monthly base payment plus personal property taxes,
insurance  and  utilities.

Future  minimum  annual  lease  payments  are  as  follows:

               Years Ending
                 June 30,              Amount
               -------------           ------

                   1999                14,080
                                       ------
                                       14,080
                                       ======


Lease  expense incurred for the period from August 15, 1997 to June 30, 1998 was
$4,244.

NOTE  6  -  CONTINUED  OPERATIONS

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern.  The Company is a development stage
company  as  defined  in  Financial  Accounting  Standard  No. 7, Accounting and
Reporting  by  Development  Stage  Enterprises  (FAS-7).  It  is  devoting

                                      F-9
<PAGE>
substantially  all  of  its  effort  to  raise  capital,  developing markets and
training  personnel  in  order  to  generate  significant operations.  It is not
certain  that  the Company will be able to obtain the financing required to fund
the planned operations or retain sufficient management expertise to continue its
planned  business  operations.  These  factors raise substantial doubt about the
company's  ability  to continue as a going concern.  The financial statements do
not include any adjustments relating to the recoverability and classification of
asset  carrying  amounts  or  the  amount and classification of liabilities that
might  result  should  the  Company  be  unable  to continue as a going concern.

NOTE  7  -  CHANGES  IN  STOCKHOLDERS'  EQUITY

Common  Stock  Transactions:

On  August  18,  1997 the Company made its original issuance of 10,000 shares of
common  stock  in  return  for  future  consideration:

     Robert  Schick           3,200  shares
     Alfred  Delisle          1,700  shares
     Richard  Voelker         4,200  shares
     Bernard  Sandoval          900  shares

In September 1997, Mr. Schick provided the Company with $8,200; in October 1997,
Mr.  Delisle  provided $10,000; in January 1998, Mr. Sandoval provided $1,400 in
cash  and additionally provided the Company with web page design and development
services  which  were  valued  at  $16,600.  In May 1998, the Company reached an
agreement  with  Mr. Voelker to pay him for certain services provided by him and
in  return  Mr.  Voelker  returned his 4,200 shares to the Company. The Board of
Directors  immediately  retired  these  shares.

Common  Stock  Options:

     As  of  April  22,  1999, the Company had the following options to purchase
shares  of  common  stock  outstanding:

<TABLE>
<CAPTION>

No. of Options  Exercise Price   Vesting Period    Expiration Date
- --------------  --------------   --------------    ---------------
<C>             <C>              <S>              <C>
500,000         $             1    Fully Vested   February 29, 2000
50,000          $            40    Fully Vested   April 1, 2002
25,000          $            75    Fully Vested   April 1, 2002
25,000          $           100    Fully Vested   April 1, 2002
10,000          $             3    Three Years    March 31, 2003
- ---------------
610,000
</TABLE>

                                      F-10
<PAGE>
     The  Company  has  not  filed  any  registration statements with the SEC to
register  any  of the common stock underlying any of these options.  The Company
anticipates  filing a Form S-8 registration statement with the SEC in the future
to register the common stock underlying these options, but until it files such a
registration  statement  any  shares of common stock issued to exercising option
holders  will  be  subject  to  the  resale  restrictions  of  Rule  144.

Additionally,  on  January  21,  1999  the Company established an Employee Stock
Ownership  Program  by reserving 200,000 shares of Class A common stock for this
purpose.  No  awards  under  this  program  have  been  made.

                                      F-11
<PAGE>
UNAUDITED  9-MONTHS  INTERIM  FINANCIAL  STATEMENTS  ENDING  MARCH  31,  1999

<TABLE>
<CAPTION>

                       ANYTHING INTERNET CORPORATION
                       (A Development Stage Company)

                               BALANCE SHEET
                                (unaudited)

                               March 31, 1999

                                   ASSETS

Current assets:
<S>                                                          <C>
  Cash                                                       $ 18,974
  Accounts receivable, trade                                   48,137
  Accounts receivable, terms                                   90,407
  Inventory                                                    60,647
  Prepaid expenses and other current assets                    16,730
                                                              -------
                                                              234,895
                                                              -------

Furniture and fixtures:
  Office furniture and equipment                               58,671
  Less accumulated depreciation                                10,619
                                                              -------
                                                               48,052
                                                              -------

Other assets:
  Software development costs, net of
   Accumulated amortization of $14,882                         39,244
  Notes receivable (Note 2)                                    86,023
  Deposits                                                      2,741
                                                              -------
                                                              128,008
                                                              -------

                                                             $410,955
                                                              ========
</TABLE>

                                      F-12
<PAGE>
<TABLE>
<CAPTION>

                          ANYTHING INTERNET CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET
                                   (unaudited)

                                 March 31, 1999

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
<S>                                                    <C>
  Notes payable (Note 3)                               $  32,135
  Accounts payable                                       311,168
  Accrued interest                                            58
  Accrued expenses                                        36,174
  Prepaid sales                                            6,145
                                                         -------
                                                         385,679
                                                         -------

Stockholders' equity:
  Common stock, no par value, 50,000,000 shares
   Authorized; 3,074,400 issued and outstanding          427,900
  Deficit accumulated during development stage          (402,624)
                                                         --------
                                                          25,276
                                                         --------
                                                       $ 410,955
                                                         ========
</TABLE>

                                      F-13
<PAGE>
<TABLE>
<CAPTION>

                          ANYTHING INTERNET CORPORATION
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                                   (unaudited)

               For the Period From July 1, 1998 to March 31, 1999


                              - Nine Months Ending -     August 15,
                              March 31,     March 31,       1997
                                1998          1999      (inception)
                            ------------  ------------  to March 31,
                             unaudited     unaudited         1999
                            ------------  ------------  ------------
<S>                         <C>           <C>           <C>
Sales                       $    99,136   $ 2,403,629   $ 3,058,352

Cost of sales                    93,622     2,311,403     2,926,359
                            ------------  ------------  ------------
Gross profit                      5,514        92,226       131,993

Selling, general and
administrative expenses          18,991       470,087       539,575

Net loss for the period         (13,477)     (377,861)     (407,582)

Earnings per share (basic)   (1) ($1.35)   (2) ($0.12)   (2) ($0.13)
- ----------------------------
<FN>
(1)     As  of  March  31, 1998, there were 10,000 shares of common stock issued
and  outstanding.
(2)     As of March 31, 1999, there were 3,074,400 shares of common stock issued
and  outstanding.
</TABLE>

                                      F-14
<PAGE>
<TABLE>
<CAPTION>

                         ANYTHING INTERNET CORPORATION
                        (A Development Stage Company)

                           STATEMENT OF CASH FLOWS
                                 (unaudited)

           For the Period From July 1, 1998  1999 to  March  31,

                                 - Nine Months Ending -   August 15,
                                 March 31,    March 31,     1997
                                   1998        1999      (inception)
                                ---------    ---------   to March 31,
                                unaudited    unaudited       1999
                                ---------    ---------     --------
Cash flows from operating
activities:
<S>                            <C>          <C>          <C>
   Net operating deficit         ($13,477)   ($377,861)   ($407,583)
   Adjustments to
    Reconcile net loss to
    net cash provided:
      Depreciation and
       Mortgage expense                 -       18,521       25,501
      Net changes in
       operating assets
       and liabilities:
         Accounts receivable       (1,021)    (124,054)    (135,280)
         Deposits                       -       (1,361)      (2,741)
         Other assets                   -      (77,277)     (77,377)
         Notes receivable          (1,862)     (18,023)     (18,022)
         Liabilities                7,478       37,156       42,318

         Accounts payable
          and accrued              11,529      318,824      345,055
          expenses               --------     --------     --------
   Net cash used by
    Operations                      2,647     (224,075)    (228,129)
  --------                       --------     --------     --------
Cash flow from investment
 activities:
   Acquisition of office
    equipment                      (4,399)     (44,211)     (58,671)
   Software development                 -      (28,054)     (54,126)
    costs incurred               --------     --------     --------
   Net cash used by
    investment activities          (4,399)     (72,265)    (112,797)

                                      F-15
<PAGE>
Cash flow from financing
 activities:
   Loan repayments                      -      (40,000)           -
   Loan repaid in stock                 -            -       10,500
   Sale of stock                   19,600      200,000      219,600
   Stock issued in lieu of
    cash payments                       -       52,000       68,600
   Related part expenses
    paid in stock                       -       40,000       40,000
   Employee stock bonuses               -          400          400
   Stock issued for board
    of directors
    compensation                        -       20,800       20,800
   Net cash used by              --------     --------     --------
    Financing activities           19,600      273,200      359,900

Net increase (decrease)
 in cash                           17,848      (23,140)      18,974

Cash at beginning of the
 period                                 -       42,114            -
                                 --------     --------     --------
Cash at end of the period        $ 17,848     $ 18,974     $ 18,974
                                 ========     ========     ========
Supplemental schedule of
 Non-cash financing
 Transactions:

   Issuance of 20,000 common
    shares for 1998 board of
    directors compensation,
    valued at $0.04 a share                               $     800
   Issuance of 1.3 million
    common shares in lieu of
    cash payments, valued at
    $0.04 a share                                            52,000
   200,000 shares of Banyan
    Corporation (BANY)
    common stock, valued at
    $0.20 a share, received
    in a stock exchange and
    given to original stock
    holders                                                  40,000
   Stock bonus of 400 shares
    issued to employees,
    valued at $1 a share                                        400
   Issuance of 20,000 common
    shares for 1999 board of
    directors compensation,
    valued at $1.00 a share                              $   20,000
   Repayment of a note
    payable in 1,950 shares
    of common stock issued
    prior to the August 22,
    1998 restructuring                                   $   10,500
</TABLE>

                                      F-16
<PAGE>
<TABLE>
<CAPTION>


                          ANYTHING INTERNET CORPORATION
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)

               For the Period From July 1, 1998 to March 31, 1999

                             Common Stock Issued
                              ------------------     Retained     Total
                              Number      Amount     Deficit     Equity
                              ------      ------     -------     ------
<S>                         <C>         <C>         <C>         <C>
Balance at July 1, 1998         5,800   $   36,200   ($24,762)  $ 11,438

Debt retired for stock
@ $5.38/sh                      1,950       10,500          -     21,938

Retirement of old stock        (7,750)           -          -     21,938

Issuance of Class A common
stock for old stock in
Share Exchange Agreement      500,000            -          -     21,938

Purchase of Banyan stock
@ $0.04/sh                  1,000,000       40,000          -     61,938

Issued for consulting
Services @ $0.04/sh         1,300,000       52,000          -    113,938

1998 Board fees @ $0.04/sh     20,000          800          -    114,738

1999 Board fees @ $1.00/sh     20,000       20,000          -    134,738

Stock sale to investors
@ $1.00/sh                    200,000      200,000          -    334,738

Stock sale to investors
@ $2.00/sh                     34,000       68,000          -    402,738

                                      F-17
<PAGE>
Shares to employees
@ $1.00/sh                        400          400          -    403,138

Net loss for the period                              (377,861)    25,277
  ---------                 ---------   ---------   ---------   --------
Balance at March 31, 1999   3,074,400   $  427,900  ($402,623)  $ 25,277
  =========                 =========   =========   =========   ========
</TABLE>

<TABLE>
<CAPTION>

                          ANYTHING INTERNET CORPORATION
                          (A Development Stage Company)

                          EARNINGS PER SHARE DISCLOSURE
                                   (unaudited)


                                             Interim Period from
                              Year Ended       July 1, 1998 to
                            June 30, 1998       March 31, 1999
                            --------------     ---------------
<S>                      <C>                   <C>
Net income (loss)                   ($24,762)        ($377,861)

Primary earnings per
share (EPS) (Note 5)                  ($2.58)           ($0.16)

Fully diluted earnings
per share (EPS)                       ($2.58)           ($0.16)
</TABLE>

<TABLE>
<CAPTION>


                                    For the Year Ended June 30, 1998
                                ---------------------------------------
                                   Income         Shares      Per-Share
                                (Numerator)   (Denominator)     Amount
                                -----------   -------------     -------
<S>                             <C>           <C>             <C>
Income (loss) before
 extraordinary item and
 accounting change                 ($24,762)

Basic EPS
 Income (loss) available
 To common stockholders             (24,762)           9,600     ($2.58)
                                                                ========
Effect of Dilutive Securities
 (None)                                   -                -          -

Diluted EPS
 Income (loss) available to
 Common stockholders plus
 assumed conversions               ($24,762)           9,600     ($2.58)
                                ===========   ==============    ========
</TABLE>

                                      F-18
<PAGE>
<TABLE>
<CAPTION>


                              For the Interim Period Ended March 31, 1999
                              -------------------------------------------
                                   Income         Shares      Per-Share
                                (Numerator)   (Denominator)     Amount
                                -----------   -------------     ------
<S>                             <C>           <C>             <C>
Income (loss) before
 extraordinary item and
 accounting change                ($377,861)

Basic EPS
 Income (loss) available
 To common stockholders            (377,861)       2,300,067     ($0.16)
                                                                 =======
Effect of Dilutive Securities
 Stock Options (500,000) (1)              -          388,889
 Stock Warrants (200,000)                 -           88,889

Diluted EPS
 Income (loss) available to
 Common stockholders plus
 assumed conversions              ($377,861)       2,300,067     ($0.16)
                                  =========       =========      =======
<FN>

(1)  Does not include 100,000 options with varying exercise prices granted to J.
     Scott  Sitra,  the  Company's President and  Chief Executive  Officer,  on
     April 1, 1999;  10,000 options  with a $3 exercise price granted to Richard
     Baron, the Company's  General  Manager;  nor  a 200,000 share reserve for a
     Future  Employee  Stock  Ownership  Program  (ESOP).
</TABLE>

                          ANYTHING INTERNET CORPORATION
                          (A Development Stage Company)

           NOTES TO NINE-MONTH UNAUDITED INTERIM FINANCIAL STATEMENTS

                                 March 31, 1998


NOTE  1 - BASIS OF SIX-MONTH INTERIM FINANCIAL STATEMENT PREPARATION AND LINE OF
BUSINESS:

     The  information  presented as of December 31, 1998, and for the nine-month
periods  ending  March  31,  1998  and  March  31,  1999,  has  been prepared in
accordance  with  generally accepted accounting principles for interim financial
statements  and  has  not been audited.  Accordingly, they do not include all of
the  information  and  footnotes  required  by  generally  accepted  accounting

                                      F-19
<PAGE>
principles for complete financial statements.  The results of operations for the
interim  periods shown in this report are not necessarily indicative of expected
results  for  any  future  interim  period or for the entire fiscal year. In the
opinion  of  management, the unaudited interim financial statements includes all
adjustments,  consisting  only  of  normal  recurring  adjustments, necessary to
present  fairly  the  Company's  financial  position  as  of March 31, 1999, and
results  of  its  operations and cash flows for the nine-months ending March 31,
1998 and March 31, 1999, and the stockholders' equity for the nine-months ending
March  31,  1999.

Line  of  business:

     Anything,  Inc.  was organized on August 15, 1997 as a Colorado corporation
to  market  and distribute computers and related accessory products by using the
Internet  as  the exclusive distribution channel.  On August 28, 1998, Anything,
Inc. changed its name to Anything Internet Corporation, which was made effective
through  an  amendment to its Articles of Incorporation filed with the Secretary
of  State  of  Colorado  on  August  31,  1998.

Software  Development  Costs:

     It  is  the  Company's  policy  to  capitalize  major  software development
activities  to  reflect  the  value  of the software over its anticipated useful
life.  The  Company  amortizes  this  software over a three year period from the
implementation  of  the  software.

Revenue  Recognition:

     The  Company  recognizes income when product is shipped to customers either
from  the  Company's  inventory  or  when  shipped from distributors' warehouses
directly  to the customer.  The Company assumes the title to the product when it
is  shipped  either  to  the  Company  or  directly  to  the Company's customer.

NOTE  2  -  NOTES  RECEIVABLE

     On  December  31,  1998,  the  Company  loaned Robert C. Schick, President,
$18,022.72  at  a rate of 3% per annum.  The note matures and is payable in full
on  December  31,  1999.

     On  January  25,  1999,  the  Company  issued  34,000  common  shares to an
investment banking firm in return for a $68,000 promissory note bearing interest
at  a rate of 8% per annum.  The note matures and is payable in full on December
31,  1999.

                                      F-20
<PAGE>
NOTE  3  -  LINE  OF  CREDIT

     To help finance the cost of inventory, Nations Credit Distribution Finance,
Inc.  has  extended  the  Company,  a  credit  line  not to exceed $35,000.  The
interest  rate applicable to each transaction will depending upon the vendor and
the  timeliness  of repayment and will range from 0% to 18%.  The credit line is
unsecured.

     The  Company  has also established a $50,000 line of credit with US Bank of
Colorado  Springs,  Colorado.  Payments  are  due  on the 15th of each month and
interest  accrues  at  a  rate  of  10.45%  per  annum.

NOTE  4  -  CHANGES  IN  STOCKHOLDERS'  EQUITY

Common  Stock  Transactions:

     On  August 18, 1997 the Company made its original issuance of 10,000 shares
of  common  stock  in  return  for  future  consideration  to:

                                        Number  of
        Stockholder                   Shares  Issued
     ------------------               --------------
     Robert  Schick                       3,200
     Alfred  Delisle                      1,700
     Richard  Voelker                     4,200
     Bernard  Sandoval                      900

     The Company received the following compensation for these shares issuances:
in September 1997, Mr. Schick provided the Company with $8,200; in October 1997,
Mr.  Delisle  provided  the  Company with $10,000; in January 1998, Mr. Sandoval
provided  the  Company  with $1,400 and web page design and development services
valued  at $16,600.  Additionally, in May 1998, the Company reached an agreement
with  Mr.  Voelker to pay him for certain services provided by him and in return
Mr.  Voelker  returned  his  4,200  common  shares to the Company.  The Board of
Directors  immediately  retired  these  shares.

     In  August  1998,  the  Company exchanged 1,950 shares of common stock with
Raymond  Schick  and  in return Mr. Schick agreed to cancel of a promissory note
for  $10,500. Later, on August 22, 1998, the Company retired all existing shares
of  common  stock  in  exchange  for  new  Class  A  common  shares  as follows:

                                      F-21
<PAGE>
                           Number of   Number  of
                           Shares      Class A Common
                           Retired     Shares Issued
                          ---------   ---------------
     Robert  Schick           3,200          205,000
     Raymond  Schick          1,950          125,000
     Alfred  Delisle          1,700          110,000
     Bernard  Sandoval          900           60,000
                          =========   ===============
                              7,750          500,000

     Also  on  August  22, 1998, the Company purchased 200,000 shares of Class A
common stock from Banyan Corporation in exchange for 1,000,000 shares of Class A
common  stock  of  the  Company;  the Banyan common stock was then issued to the
Company's shareholders.  In addition Banyan Corporation also granted the Company
options  to purchase 300,000 shares of Class A common stock, with 100,000 shares
at  $0.50  per  share  expiring  on  February 28, 1999 which was extended to now
expire  on  August 31, 1999, 100,000 shares at $1.00 expiring on August 31, 1999
and  100,000  shares  at  $2.00  per  share  expiring  on August 31, 2000.  This
transaction was valued at $40,000. Also on the same day, the Company also issued
1,300,000  shares of Class A common stock in exchange for management consulting,
legal  and  investor  relations  services;  these  shares were issued to parties
non-related to Banyan and the Company.  In September 1998, the Company issued to
the  members  of  its  Board  of Directors 20,000 shares of Class A common stock
(5,000  shares  apiece)  for  services  rendered.  Finally in December 1998, the
Company  sold 200,000 shares of Class A common stock in a private placement.  In
January  1999,  the Company issued 200 shares of Class A common stock to certain
employees.  The  Company  also  issued  20,000 shares of Class A common stock to
members  of  its  Board  of  Directors (5,000 shares apiece) in January 1999 for
services  rendered  in  1999.  And  lastly,  in January 1999, the Company issued
34,000  shares  to  an  investment  banking  firm  for a $68,000 promissory note
bearing  interest  at  a  rate  of  8%  per  annum.


Common  Stock  Options:

     As  of  April  22,  1999, the Company had the following options to purchase
shares  of  common  stock  outstanding:

                                      F-22
<PAGE>
<TABLE>
<CAPTION>

No. of Options   Exercise Price   Vesting Period   Expiration Date
- --------------   --------------   --------------   ---------------
<C>              <C>              <S>             <C>
500,000          $             1  Fully Vested    February 29, 2000
50,000           $            40  Fully Vested    April 1, 2002
25,000           $            75  Fully Vested    April 1, 2002
25,000           $           100  Fully Vested    April 1, 2002
10,000           $             3  Three Years     March 31, 2003
- --------------
610,000
</TABLE>

     The  Company  has  not  filed  any  registration statements with the SEC to
register  any  of the common stock underlying any of these options.  The Company
anticipates  filing a Form S-8 registration statement with the SEC in the future
to register the common stock underlying these options, but until it files such a
registration  statement  any  shares of common stock issued to exercising option
holders  will  be  subject  to  the  resale  restrictions  of  Rule  144.

Additionally,  on  January  21,  1999  the Company established an Employee Stock
Ownership  Program  by reserving 200,000 shares of Class A common stock for this
purpose.  No  awards  under  this  program  have  been  made.

NOTE  5  -  EARNINGS  PER  SHARE  DISCLOSURE

Primary  earnings  per  share  were  computed  by  dividing  net  income  by the
weighted-average  number  of  common  shares  during the year.  All warrants and
stock  options  were  considered  anti-dilutive  and  not added to the number of
common  shares  outstanding.  The  stock  options and warrants cannot be used to
repurchase  stock  as  per  FASB statement No. 128 because the stock, as of this
time,  is  non-trading  and  has  no  declared  value.

                                      F-23
<PAGE>
PART  II
- -------

ITEM  24.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The  Company  grants  indemnification  to  the  Company's  officers  and
directors,  present and former, for expenses incurred by them in connection with
any proceeding that they are involved in by reason of their being or having been
an  officer  or director of the Company.  The person being indemnified must have
acted  in  good  faith and in a manner he or she reasonably believed to be in or
not  opposed  to  the  best  interests  of  the  Company.

     Insofar  as  indemnification for liability arising under the Securities Act
may  be permitted to directors or officers the Company pursuant to the foregoing
provisions,  or  otherwise,  the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities  Act and is, therefore, unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of  expenses  incurred  or  paid  by a director or officer of the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director  or  officer  in  connection  with the securities being registered, the
Company  will,  unless  in  the opinion of its legal 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 and will be governed by the final adjudication
of  such  issue.

ITEM  25.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION

     Other  expenses  in  connection  for  the  issuance and distribution of the
securities  being  registered  hereby  are  set  in  the  following  table:


<TABLE>
<CAPTION>

ITEM                                     AMOUNT
- ----                                    -------
<S>                                    <C>
SEC Registration Fee. . . . . . . . .  $   167
Transfer Agent Fees.. . . . . . . . .      350
State Securities Laws (Blue Sky) Fees    9,000
Accounting Fees . . . . . . . . . . .   10,000
Legal Fees. . . . . . . . . . . . . .    5,000
Printing and Engraving Costs. . . . .      150
Miscellaneous . . . . . . . . . . . .    2,000

     Total. . . . . . . . . . . . . .  $26,667
</TABLE>

                                      II-1
<PAGE>
ITEM  26.  RECENT  SALES  OF  UNREGISTERED  SECURITIES

     On  August  22, 1998, the Company underwent a capital restructuring whereby
existing  shareholders exchanged their original stock certificates for new stock
certificates aggregating 500,000 shares of common stock and were awarded options
to purchase an additional aggregate of 500,000 shares of common stock at $1.00 a
share;  all  options expire on February 29, 2000.  The common shares and options
were  distributed  on  a  pro-rata  basis;  there  were  no changes in ownership
percentages.  These  transactions  were  exempt  from registration under Section
4(2)  of  the  Securities Act and Rule 144 thereunder.  Stock issued under these
exemptions  carries  certain resale restrictions and the stock certificates bear
restrictive  legends.

     On  August  22,  1998,  the Company entered into a Share Exchange Agreement
with  Banyan Corporation, a publicly traded company listed on the OTC Electronic
Bulletin  Board  under  the trading symbol "BANY".  Under the terms of the Share
Exchange  Agreement,  the Company caused the issuance of 1,000,000 shares of its
common  stock  to  Banyan  pursuant  to  exemptions  under  Section  4(2) of the
Securities  Act  and  Regulation  D thereunder in exchange for 200,000 shares of
Banyan  common  stock,  issued  pursuant to exemptions under Section 4(2) of the
Securities  Act  and Rule 144 thereunder as a transaction not involving a public
offering.  The  then  market  price for Banyan's common stock was $0.20 a share,
resulting  in  an effective price of four cents a share for the Company's common
stock.

In  addition to the shares of Banyan common stock received, the Company was also
granted  options  to  purchase 300,000 additional shares of Banyan common stock,
vested  immediately,  as  follows:  100,000 shares at 50 cents a share, expiring
February  28,  1999;  100,000 shares at $1.00 a share, expiring August 31, 1999;
and  100,000  shares  at  $2.00  a  share,  expiring  August  31,  2000.

     On  August  22,  1998,  the Company issued 1.3 million shares of its common
stock  to  consultants for services rendered in connection with the formation of
the  Company,  Internet  market  research  and  the preparation of the Company's
business and marketing plan;  these shares were issued to parties non-related to
Banyan  and  the Company.  The aggregate value of these services was $52,000, or
$0.04  a  share.  These  issuances were in transactions exempt from registration
under  Section  4(2) of the Securities Act and Regulation D, Rule 504 thereunder
as  transactions made to "sophisticated" Internet-savvy consultants by an issuer
not  involving  a  public  offering.

     On  September 28, 1998, the Company issued 20,000 shares of common stock to
the  members  of  its  Board of Directors (5,000 shares to each of the Company's
four  directors) for their services as directors to the Company through December
31, 1998.  Each share of common stock was issued at a price of $0.04 a share, or

                                      II-2
<PAGE>
valued  at $200 per director for an aggregate issuance of $800.  These issuances
were  in  transactions  exempt  from  registration  under  Section  4(2)  of the
Securities  Act  and  Regulation  D, Rule 504 thereunder made to "sophisticated"
Internet-savvy  persons  by  an  issuer  not  involving  a  public  offering.

     In  December  1998,  the Company issued 200,000 "Units" at a price of $1.00
per  Unit.  Each  Unit  consisted of (i) one share of the Company's common stock
and  (ii) one redeemable stock purchase warrant entitling the holder to purchase
one  share  of the Company's common stock at an exercise price of $3.00 a share.
The Company may redeem the warrants upon not less than 30 days, nor more than 60
days, prior notice at any time prior to the warrants' expiration on December 31,
1999  at a price of $0.01 a warrant, provided that the closing bid quotation for
the  Company's  common  stock  as  reported by any quotation medium on which the
Company's  common  stock is quoted is at least $4.00 for ten consecutive trading
sessions  ending  on  the  two  days  prior  to  the  day on which notice of the
redemption  is  given.  This  transaction  was  exempt  from  registration under
Section  4(2)  of  the Securities Act and Regulation D, Rule 504 thereunder as a
limited  offering  made  to 23 "sophisticated" and "accredited" investors.  This
private  placement  was  made by the Company's officers, directors and employees
without  the use of an underwriter or placement agent; all prospective investors
were supplied with a full disclosure private placement memorandum prior to their
investments  being  accepted  by  the  Company.

     On  January 10, 1999, the Company issued 200 shares of common stock to each
Donald  Horning  and  Robie  Blair,  employees  of  the  Company.  Should  their
employment  continue  at the Company, each will receive an additional 100 shares
each  quarter  for  the  next eight quarters for an aggregate of 1,000 shares of
common  stock  each.  These  transactions  were and are anticipated to be exempt
from  registration  under  Section  4(2)  of  the  Securities  Act  and Rule 144
thereunder.  Stock  issued  under  these  exemptions  carries  certain  resale
restrictions  and  the  stock  certificates  bear  restrictive  legends.

     On  January  10, 1999, the Company set aside a reserve of 200,000 shares of
common  stock  to  establish an Employee Stock Ownership Program.  This reserve,
and  its subsequent issuances, is exempt from registration under Section 4(2) of
the  Securities Act and Regulation D, Rule 504 thereunder as a transaction by an
issuer  not  involving  a  public  offering.

     On  January  21,  1999, the Company issued 20,000 shares of common stock to
the  members  of  its  Board of Directors (5,000 shares to each of the Company's
four  directors) for their services as directors to the Company through December
31, 1999.  Each share of common stock was issued at a price of $1.00 a share, or
valued  at  $5000  per  director  for  an  aggregate issuance of $20,000.  These

                                      II-3
<PAGE>
issuances  were  in  transactions exempt from registration under Section 4(2) of
the Securities Act and Regulation D, Rule 504 thereunder made to "sophisticated"
Internet-savvy  persons  by  an  issuer  not  involving  a  public  offering.

     On  January  25,  1999, the Company issued 34,000 shares of common stock in
exchange  for  $68,000,  or  $2.00  a  share.  This  transaction was exempt from
registration under Section 4(2) of the Securities Act and Regulation D, Rule 504
thereunder made to an "accredited" investor as a transaction involving a limited
offering.

ITEM  27.  EXHIBITS

     The  following  is  a  complete  list  of  exhibits  filed  as part of this
Registration  Statement,  which  are  incorporated  herein.

Exhibit
Number    Description
- -------   ---------------------------------------------------------------------

3.1*      Articles  of  Incorporation
3.2*      Amendment  to  Articles  of  Incorporation
3.3*      Certificate  of  Incorporation
3.4*      By-Laws
4.1*      Specimen  copy  of  stock  certificate for  common stock, no par value
4.2*      Specimen  copy  of  Stock  Purchase Warrant Certificate underlying the
          common  shares  being  registered  in  this  Registration  Statement
5.1*      Opinion  and  Consent  of  William  M.  Ziering,  Esq.
10.1*     Lease Agreement for 3020 North El Paso, Ste. 103, Colorado Springs, CO
          80907,    dated  June  2,  1998
10.2**    Lease  Agreement  for  1111  N.  Westshore Blvd., Ste. 408, Tampa, FL
          33607,  dated  January  20th,  1999
10.3**    Equity  Exchange  Agreement  between Banyan Corporation and Anything,
          Inc.,  dated  August  19,  1998.
23.1***   May  15,  1999  consent  of  J.  Paul  Kenote,  CPA,  P.C.
23.2*     Consent  of  William M. Ziering, Esq. (included in Exhibit 5.1 herein)
27.1*     Financial  Data  Schedule  for  fiscal  year  ending  June  30,  1998
27.2*     Interim  Financial  Data  Schedule  for six-months ending December 31,
          1998.
27.3**    Interim  Financial  Data  Schedule  for  nine-months ending March 31,
          1999.
- --------------------------------------------------------------------------------
*         Incorporated by reference to registration statement on  Form SB-2 (No.
          333-71785)  filed  February  4,  1999.
**        Incorporated  by  reference to registration statement on Form SB-2
          Amendment No.  1  (No.  333-71785)  filed  April  23,  1999.
***       Incorporated  by reference to registration statement on Form SB-2
          Amendment No.  2  (No.  333-71785)  filed  May  19,  1999.

                                      II-4
<PAGE>
ITEM  28.  UNDERTAKINGS

The  undersigned  Registrant  hereby  undertakes  as  follows:

1.   To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) Reflect  in the  prospectus  any  facts or  events  arising  after the
          effective  date  of  which,  individually  or  together,  represent  a
          fundamental  change in the information in the registration  statement;
          and

     (iii)Include any additional or changed material  information on the plan of
          distribution.

2.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to the  provisions  described  above in Item  24,  or
     otherwise,  the  Registrant  has been  advised  that in the  opinion of the
     Commission  such  indemnification  is against public policy as expressed in
     the Securities Act and is,  therefore,  unenforceable.  In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  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,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction of the question whether such  indemnification by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

3.   The  undersigned  Registrant  will, for purposes of  determining  liability
     under the  Securities  Act,  treat each  post-effective  amendment as a new
     registration  statement  of  securities  offered,  and the  offering of the
     securities at that time to be the initial bona fide offering.

                                      II-5
<PAGE>
4.   For purposes of determining  liabilities  arising under the Securities Act,
     the  information  omitted from the form of the prospectus  filed as part of
     this  registration  statement in reliance upon Rule 430A and contained in a
     form of prospectus  filed by the Registrant  under Rule 424(b)(1) or (4) or
     497(h)  under  the  Securities  Act  shall  be  deemed  to be  part of this
     registration statement as of the time the SEC declares it effective.

5.   The undersigned  Registrant will file a post-effective  amendment to remove
     from  registration  any of the securities  that remain unsold at the end of
     the offering.

                                   SIGNATURES

     In  accordance  with  the  requirements  of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing on Form SB-2 and authorized this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in the City of Colorado Springs, State of Colorado on this 12th day
of  June,  1999.

                                   Anything  Internet  Corporation



                                   By:  /s/  J.  Scott  Sitra
                                   -------------------------------------
                                   J.  Scott  Sitra
                                   President,  Chief  Executive  Officer  and
                                   Director

                                      II-6
<PAGE>
     In  accordance  with  the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  stated.


<TABLE>
<CAPTION>

Signature                       Title              Date
<S>                     <C>                    <C>

/s/ J. Scott Sitra
- ----------------------  President, Chief
J. Scott Sitra . . . .  Executive Officer and
                        Director               June 12, 1999
/s/ Robert C. Schick
- ----------------------
Robert C. Schick . . .  Chief Technology
                        Officer and Director   June 12, 1999

/s/ Cameron B. Yost
- ----------------------
Cameron B. Yost. . . .  Secretary, Treasurer
                        and Director           June 12, 1999

/s/ Alfred W. Delisle
- ----------------------
Alfred W. Delisle. . .  Business Development
                        Manager and Director   June 12, 1999
</TABLE>

                                      II-7
<PAGE>


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