AUCTION ANYTHING COM INC
10SB12G/A, 2000-05-09
BUSINESS SERVICES, NEC
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  Form 10-SB/A

                                AMENDMENT #4

     GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
       Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                           AUCTIONANYTHING.COM, INC.
                           -------------------------
          (Name of Small Business Issuer in its charter, as amended)

                  Delaware                            13-2640971
                  --------                            ----------
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

35 West Pine Street, Suite 211, Orlando, Florida           32801
- ------------------------------------------------           -----
(Address of principal executive offices)                 (Zip code)

               (407) 481-2140
               --------------
      (Issuer's telephone number)

Securities to be registered under Section 12(b) of the Act:

     Title of each class                    Name of each exchange on which
     To be so registered                    each class is to be registered

     N/A                                                N/A
     ---                                                ---

Securities to be registered under Section 12(g) of the Act:

                      Common Stock, par value $0.001 per share
                      ----------------------------------------
                               (Title of class)
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                           AUCTIONANYTHING.COM, INC.

                                  FORM 10-SB

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                         <C>
PART I....................................................................................................   3

ITEM 1- DESCRIPTION OF BUSINESS...........................................................................   3
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS...............   9
ITEM 3 - DESCRIPTION OF PROPERTY..........................................................................  13
ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................................  13
ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.....................................  14
ITEM 6 - EXECUTIVE COMPENSATION...........................................................................  16
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.............................................  16
ITEM 8 - DESCRIPTION OF SECURITIES........................................................................  16

PART II...................................................................................................  17

ITEM 1 - MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..  17
ITEM 2 - LEGAL PROCEEDINGS................................................................................  17
ITEM 3 - CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS.....................................................  18
ITEM 4 - RECENT SALES OF UNREGISTERED SECURITIES..........................................................  18
ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS........................................................  18

PART F/S..................................................................................................  19

FINANCIAL STATEMENTS......................................................................................  19

PART III..................................................................................................  42

ITEM 1- INDEX TO EXHIBITS.................................................................................  42
ITEM 2- DESCRIPTION OF EXHIBITS...........................................................................  43
</TABLE>

                                      -2-
<PAGE>

PART I


ITEM 1- DESCRIPTION OF BUSINESS

Corporate History

          AuctionAnything.com, Inc. ("UBUY" or the "Company") is a publicly
traded company (OTC BB: UBUY).  The Company was originally incorporated in
Delaware under the name "Mediplex Corporation" on February 25, 1969.  According
to documents filed in the State of Delaware, Mediplex Corporation forfeited its
Certificate of Incorporation on December 3, 1973, as a result of not having
named a registered agent as required by Delaware law; however, the Company was
renewed and revived pursuant to a Certificate of Renewal and Revival filed on
June 4, 1974.  On June 5, 1974, the Company changed its name to "The Lawton-York
Corporation."  On January 31, 1975, the Company merged into it a New York
corporation of identical name, which had been incorporated on February 10, 1966.
The Company was the surviving corporation of that merger.

          The Company was, for many years, a wholesaler of custom one-, two-,
three- and four-color processed commercial printing, as well as disposable and
durable office equipment including stock paper, fax paper, fax and copy
machines, computers, file cabinets and safes.  The Company conducted its
business throughout the United States of America and Puerto Rico from its
headquarters in New York.

          On March 10, 1999, the Company changed the focus of its business and
closed a transaction by which it acquired 100% of the outstanding capital stock
of North Orlando Sports Promotions, Inc., a privately held Florida corporation
("NOSP"), from the shareholders of NOSP. As consideration for that acquisition,
the Company issued 24,003,133 shares of its common stock, $0.001 par value (the
"Common Stock"), which amounted to approximately 85% of the Company's
outstanding Common Stock, to the three former shareholders of NOSP. In
connection with the transaction, the Company adopted the name,
"AuctionAnything.com, Inc.," in order to more accurately reflect its new core
business. Also, on the date that the parties executed the agreement pursuant to
which the acquisition transaction was effected, the Company sold most, but not
all ($25,000 remained) of its assets to its major shareholder, director and
president, Joel E. Cavalier, in exchange for his assignment to the Company of
747,116 shares of Common Stock and his assumption of all of the Company's
liabilities. At the Closing of the acquisition transaction, the Company's
directors and officers resigned, and the Company elected a new management team
consisting of the three former shareholders of NOSP, who are experienced in
providing Internet auctions. Upon the closing of the acquisition, the Company
had the assets and liabilities of NOSP, as well as the $25,000 in assets that
Mr. Cavalier did not acquire and outstanding warrants for the purchase of up to
3,000,000 shares of Common Stock at a purchase price of $0.30 per share.

          Immediately prior to the acquisition transaction, the Company
undertook an offering of its Common Stock and warrants to purchase Common Stock.
According to the offering document provided by the Company to the shareholders
of NOSP, the Company's offering was undertaken in reliance upon Rule 504 of
Regulation D, promulgated under the Securities Act of 1933, as amended. In the
acquisition agreement among the Company, NOSP and the shareholders of NOSP, it
was a condition precedent to the obligations of NOSP and the shareholders of
NOSP that the Company shall have "concluded its pending offering of securities
under Rule 504. "The Company's current management and directors, who are the
former shareholders of NOSP, are unable to state with certainty whether the
acquisition transaction was a condition to the Company's closing of its
securities offering under Rule 504. However, the offering document provided by
the Company contains, in addition to a discussion of the Company, discussion of
NOSP and the contemplated acquisition transaction. Thus, it appears that the
Company's securities offering was predicated upon a successful acquisition
transaction.

Fiscal Year

          AuctionAnything.com, Inc. has elected to adopt the fiscal year end of
its legal acquirer, that of the Lawton-York Corporation. As a consequence, the
Company's fiscal year end is January 31.

Business and Properties

          Industry Overview

               Growth of the Internet and Online Commerce
               ------------------------------------------

          The Internet has emerged as a global medium enabling millions of
people worldwide to share information, communicate and conduct business
electronically. An estimated 25% of U.S. households now use the Internet, which
is projected to rise to 33% in 1999 and to 66% by 2003/1/. Some 55% of the U.S.
adult population (108 million) accessed the Internet during the final three
months of 1998, up from 40% in the first three months of the year/2/.
International Data Corporation ("IDC") estimates that the number of Internet
users will grow from approximately 69 million worldwide in 1997 to approximately
320 million worldwide by the end of 2002. This growth is expected to be driven
by the large and growing number of personal computers ("PCs") installed in homes
and offices, the decreasing cost of PCs, easier, faster and cheaper access to
the Internet, improvements in network infrastructure, the proliferation of
Internet content and the increasing familiarity and acceptance of the Internet
by businesses and consumers. The Internet possesses a number of unique
characteristics that differentiate it from traditional media: users communicate
or access information without geographic or temporal limitations; users access
dynamic and interactive content on a real-time basis; and users communicate and
interact instantaneously with a single individual or with entire groups of
individuals. As a result of these characteristics, Internet usage is expected
____________________________

/1/  Yankee Group survey, March, 1999.
/2/  INTECO Corp. survey, January, 1999.


                                      -3-
<PAGE>

to continue to grow rapidly. The growing acceptance of the Internet represents
an enormous opportunity for businesses to conduct commerce over the Internet.
IDC estimates that commerce over the Internet will increase from approximately
$32 billion worldwide in 1998 to approximately $130 billion worldwide in 2000.

          While companies initially focused on facilitating and conducting
transactions between businesses over the Internet, a number of companies more
recently have focused on facilitating a wide variety of business-to-consumer
transactions.  These companies typically use the Internet to offer standard
products and services that can be easily described with graphics and text and do
not necessarily require physical presence for purchase, such as books, CDs,
videocassettes, automobiles, home loans, airline tickets and on-line banking and
stock trading.  The Internet gives these companies the opportunity to develop
one-to-one relationships with customers worldwide from a central location
without having to make the significant investments required to build a number of
local retail presences, manage a worldwide distribution infrastructure or
develop the printing and mailing infrastructure associated with traditional
direct marketing activities.  While companies have generally focused on applying
these benefits in business-to-business and business-to-consumer transactions, a
significant market opportunity exists to apply these same advantages to
facilitate person-to-person trading over the Internet.

          In addition, the Internet offers advertisers the ability to target
their messages and to make changes quickly and frequently in response to market
factors, current events and consumer feedback. Ad effectiveness is measured by
the number of "impressions" delivered to customers and the "click-through" rate
to advertisers' web sites. This level of targetability, flexibility, and
measurability is not available through traditional print or broadcast media.
Online advertising revenue was estimated at $266.9 million in 1996, $907 million
in 1997/3/, and $2.1 billion in 1998. Internet ad revenue of $5.5 billion is
predicted for 1999, which represents a 161.9% increase over last year/4/. Online
ad spending is expected to reach $7.1 billion by 2002/5/, and will climb to an
estimated $15 billion by 2003/6/. Online advertising is showing significantly
stronger yearly growth than television advertising/7/, has proven to be
efficacious/8/, and continues to gain ground on print advertising, as people
move from the newspaper to the Internet for news and information. Its 240%
projected growth rate has dwarfed cable television's 15.5% growth rate/9/.

               The Person-to-Person Trading Market
               -----------------------------------

          The exchange of goods between individuals--person-to-person trading--
has traditionally been conducted through trading forums such as classified
advertisements, collectibles shows, garage sales and flea markets or through
intermediaries, such as auction houses and local dealer shops. These markets are
highly inefficient, making person-to-person trading difficult for buyers and
sellers. Their fragmented, regional nature makes it difficult and expensive for
buyers and sellers to meet, exchange information and complete transactions. The
localized nature of these markets also results in a limited variety and breadth
of goods available in any one location. Buyers are limited to searching through
local classified ads or to traveling to numerous geographically-dispersed flea
markets, trade shows or dealer shops in order to find items of interest. These
markets often have high transaction costs because intermediaries either mark up
goods for resale or charge a commission. Because these markets are information
inefficient, buyers and sellers lack a reliable and convenient means of setting
prices for sales or purchases. Despite

_____________________________

/3/ Fox Market Wire: "1997 - a Breakthrough Year of Online Advertising", April
8, 1998, citing figures compiled by Coopers and Lybrand.
/4/ Simba Information report: "Web Advertising 1998-1999 Market Analysis and
Forecast", February, 1999 (including $2.1 billion figure for 1998); earlier
reports predicted $3.8 billion in ad revenues by the year 2000 (6/th/ E Overview
Report of eMarketer, August, 1998). Another study by eMarketer estimates ad
revenues as follows: 1998: $1.5 billion, 1999: $2.61 billion, 2000: $4.2
billion, 2001:  $6.7 billion, 2002: $8.9 billion. (CyberAtlas: Advertising:
"Increase in Ad Spending Predicted" March 25, 1999).
/5/ Supra
/6/ PC World: "Online Advertising to Increase Tenfold", August 21, 1998, citing
Forrester Research, Inc. report.
/7/ Internet Advertising Bureau, press release, April 8, 1998, citing figures
compiled by Coopers & Lybrand.
/8/ The Ipsos-ASI/AOL study of February 1999 shows that consumers are as likely
to remember an online banner ad as a television commercial; the Netratings
survey of October, 1998, concludes that "Web banner ads significantly increase
the audience reach of a product", and the February, 1999 study of online brand
loyalty by Cyber Dialogue, found that one third of consumers have changed their
perception of a brand because of online advertising.
/9/ Coopers and Lybrand report, April 1998.

                                      -4-
<PAGE>

these inefficiencies, the Company believes that the market for traditional
person-to-person trading in the U.S. through auctions and classified ads
exceeded $50 billion in goods sold in 1997.

          The Internet offers, for the first time, the opportunity to create a
compelling global marketplace that overcomes the inefficiencies associated with
traditional person-to-person trading while offering the benefits of Internet-
based commerce to the person-to-person trading market.  An Internet-based,
centralized trading place facilitates buyers' and sellers' meeting, listing
items for sale, exchanging information, interacting with each other and,
ultimately, consummating transactions.  It allows buyers and sellers to trade
directly, bypassing traditional intermediaries and lowering costs for both
parties.  This trading place is global in reach, offering buyers a significantly
broader selection of goods to purchase and providing sellers the opportunity to
sell their goods efficiently to a broader base of buyers.  It offers significant
convenience, allowing trading at all hours and providing continually-updated
information.  By leveraging the interactive nature of the Internet, this trading
place also facilitates a sense of community through direct buyer and seller
communication, thereby enabling the interaction between individuals with mutual
interests.  As a result, there exists a significant market opportunity for an
Internet-based, centralized trading place that applies the unique attributes of
the Internet to facilitate person-to-person trading.

          General Business

          AuctionAnything.Com, Inc., operates a variety of Internet-related
services. Currently, the Company has three operations: (i) an online person-to-
person trading service, known as the AuctionAnything.com person-to-person
network; (ii) a service that establishes and hosts auctions for other
businesses, known as Auction Business Solutions (ABS); and (iii) an Internet
service provider (ISP) service, known as Tish.net. The Company remains committed
to pursuing all commercial opportunities in the online person-to-person,
business-to-consumer and business-to-business trading service areas.

               AuctionAnything.com
               -------------------

          The Company owns and operates the AuctionAnything.com person-to-person
network, an online person-to-person trading website.  The website is located at
http://www.auctionanything.com.  This site serves as a centralized trading place
for buyers and sellers to meet, negotiate sales, and finally consummate
transactions directly, thereby bypassing the time and expense of intermediaries.
Sales are conducted by auction hosted by the Company. Although users are
required to register, the Company does not currently charge for these services
in order to attract potential customers for its other products, such as its ABS
program (see below).

          Currently, the Company has consolidated all person-to-person trading
services into one centralized site with an expanding list of categories. The
site is available at http://Auctions.AuctionAnything.com.

          The Company sells Gold Memberships to AuctionAnything.com person-to-
person sites. The membership includes free listings for one year, no commissions
on items sold for one year, free Internet service via a third-party vendor known
as WebCombo and a discounted long distance telephone service via another third-
party vendor known as StarTouch.

               Auction Business Solutions
               --------------------------

          Auction Business Solutions (ABS) is a business-to-consumer service
whereby the Company establishes and then hosts auctions for other businesses.
This service was designed for businesses whose product inventory has a
relatively high-turnover rate, particularly businesses that sell bulk-items that
are easily shipped. The Company provides the milieu and the technical support,
while the customer is responsible for all listed items, content, delivery,
collections, and other incidentals. The Company charges an initial installation
fee, then a flat monthly fee plus a percentage of the successful sales
thereafter.

                                      -5-
<PAGE>

          The ABS auctions appear on and are accessed through the
AuctionAnything.com website. Also, AuctionAnything.com registered users are
automatically registered to participate in all ABS sites. Currently, there are
six ABS auction sites found at the AuctionAnything.com website:

          (i)   Sportsauction.com (www.SportsAuction.com) is an ABS site wholly
                -----------------------------------------
                owned by the Company. In addition to being the main site for the
                Company, it has served as a test site for all technical
                components. At this site, the Company auctions off sports and
                celebrity material, all of which are owned by the Company. The
                auctions are conducted weekly, beginning every Monday and
                concluding every Sunday. The Company typically runs between 500
                and 3000 lots per week. These weekly lots are combined with
                occasional daily lots, which begin and end on the same day. The
                daily lots are designed to attract buyers to the site on off
                days. The Company offers a weekly auction giveaway to that
                week's bidders. Each time a person bids, they are entered into a
                drawing; thus, people are encouraged to bid more in order to
                increase their chances of winning.

          (ii)  Autographauctions.com (www.AutographAuctions.com) is also an ABS
                -------------------------------------------------
                site wholly owned by the Company. The site eventually feeds the
                visitor to the sportsauction.com site. This site was established
                to eliminate confusion concerning the large amount of non-sports
                celebrity autographs offered in the sportsauction.com site, and
                also to facilitate advertising in celebrity autograph magazines.

          (iii) Stogiesauction.com (www.StogiesAuction.com) is an ABS site
                -------------------------------------------
                established for a customer based in Boca Raton, Florida. They
                auction off cigar and related merchandise.

          (iv)  TCI Industries (www.TCIIndustries.com) is an ABS site
                --------------------------------------
                established for a customer based in Columbia, South Carolina.
                They auction off computer equipment.

          (v)   Showcases USA (www.UniqueMemorabilia.com) is an ABS site
                -----------------------------------------
                established for a customer in Tampa, Florida. They auction off
                sports and celebrity memorabilia.

          (vi)  Christian Help (www.AuctionsForCharity.com) is an ABS site
                -------------------------------------------
                established for a charitable service based in Orlando, Florida.
                The auction, to be held in November of 1999, will serve as a
                fundraiser. This client will only be charged a percentage of the
                successful sales.

          The Company's current plan is to aggressively market its ABS program
to businesses that could potentially thrive in the online business-to person
field.  The Company is committed to expanding its marketing and advertising of
the ABS program via media, personal contacts, and trade shows.

                ISP Services
                ------------

          Tish.net is an ISP that provides Internet service for the Company and
for other customers. Currently, Tish.net provides ISP services for approximately
50 clients. There are no immediate plans to solicit new clients for these
services.

Revenue Sources

          Tish.net


          Tish.net offers ISP services to approximately 50 clients. There are no
immediate plans to solicit new clients for these services. Services provided
include dial-up through high-speed Internet access and design and hosting of
Internet web and e-mail services. Customer costs range from $16 per month to
$1,500 per month for access and hosting services, and other services are
provided based on hourly rates. The Company has recognized $66,817 in ISP
service revenues during the twelve months ended December 31, 1999.

          Auction Business Solutions

          Auction Business Solutions (ABS) is a service whereby the Company
establishes and hosts auctions for other businesses.  Currently, the Company has
established six ABS sites, four of which were established for customers.
Typically, the Company charges each customer an initial set up charge of
$5,000.00, and then $250.00

                                      -6-

<PAGE>


per month, plus two percent of their successful sales. The Company expects to
increase the successful sales percentage fee from two percent to three percent.
The Company is actively seeking more customers for this service. The Company has
recognized $3171 in ABS revenues during the twelve months ended December 31,
1999.
          SportsAuction.com

          SportsAuction.com and AutographAuction.com are ABS sites owned by the
Company. The Company auctions off sports and celebrity material weekly via the
web site, SportsAuction.com, a/k/a AutographAuction.com. All of the items
offered for sale by auction on this web site are owned by the Company. The
Company runs between 500 and 3000 lots per week. These weekly lots are combined
with occasional daily lots. All auctions are non-reserve auctions and subject to
a $1.00 minimum bid. Currently, the Company generates approximately $10,000 per
week in gross sales from SportsAuction.com.

          Gold Memberships


          The Company sells Gold Membership to AuctionAnything.com to customers
at a rate of $99. The membership includes free listings for one year, no
commission charges on items sold for one year, free Internet service and a
discounted long distance telephone service. The Company has recognized
approximately $600 in revenue through December 31, 1999. In December 1999, the
Company discontinued offering this service.

          Commissions

          The Company receives a five percent commission on all usage of the
long distance carrier, StarTouch, by any customer who signs up for long distance
telephone service through the Company. The Company did not earn any commission
from this source during the twelve months ended December 31, 1999. The Company
has discontinued offering this service.

          Banner Advertising

          The Company plans on selling banner advertising on its website in the
near future. The competition for advertising dollars is intense, but the dollars
available are growing. Jupiter Communications, a leading Internet research firm,
estimates that Web advertising in the U.S. will grow from $940 million in 1997
to over $7.6 billion by the year 2002. Ad rates for many web sites have remained
stable at $10 to $50 per 1,000 pages viewed, but significant discounting is
prevalent in the market. Initially, the Company may discount its rates in order
to establish itself in the market. The Company did not recognize any banner
advertising revenue during the twelve months ended December 31, 1999.


          Sales Through Other Auction Sites

          The Company also generates modest revenue through sales of its own
inventory through other Internet auction sites, such as eBay. Gross sales from
these activities are approximately $1,000 per week.

Competition

          The market for person-to-person and business-to-customer trading over
the Internet is relatively new, rapidly evolving and intensely competitive, and
the Company expects competition to intensify further in the future.  Barriers to
entry are relatively low, and current and new competitors can launch new sites
at a relatively low cost using commercially available software.  The Company
currently or potentially competes with a number of other companies.  The
Company's direct competitors include various online person-to-person auction
services, including Onsale Exchange, Auction Universe, Excite, eBay, Ubid, and a
number of other services, including those that serve specialty markets.  Also,
the Company will compete directly with emerging networks of online person-to-
person and business-to-customer auction services, such as the FairMarket
network, which combine the services of competing auction sites, thereby exposing
items to a larger number of buyers.  The Company also competes indirectly with
business-to-consumer online auction services such as Onsale, First Auction,
ZAuction and Surplus Auction.  The Company potentially faces competition from a
number of large online communities and services that have expertise in
developing online commerce and in facilitating online person-to-person
interaction.  Certain of these potential competitors, including Amazon.com, AOL,
Microsoft and Yahoo! currently offer a variety of business-to-consumer trading
services and classified ad services, and certain of these companies may
introduce person-to-person trading to their large user populations.  Other large
companies with strong brand recognition and experience in online commerce, such
as Cendant Corporation, QVC and large newspaper or media companies may also seek
to compete in the online auction market.  Competitive pressures created by any
one of these companies, or by the Company's

                                      -7-
<PAGE>

competitors collectively, could have a material adverse effect on the Company's
business, results of operations and financial condition.

          The Company believes that the principal competitive factors in its
market are volume and selection of goods, population of buyers and sellers,
customer service, reliability of delivery and payment by users, brand
recognition, Web site convenience and accessibility, price, quality of search
tools and system reliability. Many of the Company's current and potential
competitors have longer operating histories, larger customer bases, greater
brand recognition and significantly greater financial, marketing, technical and
other resources than the Company. In addition, other online trading services may
be acquired by, receive investments from or enter into other commercial
relationships with larger, well-established and well-financed companies as use
of Internet and other online services increases. Therefore, certain of the
Company's competitors may be able to devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing policies or may try to
attract traffic by offering services for free and devote substantially more
resources to Web site and systems development than the Company. Increased
competition may result in reduced operating margins, loss of market share and
diminished value in the Company's brand. There can be no assurance that the
Company will be able to compete successfully against current and future
competitors. Further, as a strategic response to changes in the competitive
environment, the Company may, from time to time, make certain pricing, service
or marketing decisions or acquisitions that could have a material adverse effect
on its business, results of operations and financial condition. New technologies
and the expansion of existing technologies may increase the competitive
pressures on the Company by enabling the Company's competitors to offer a lower-
cost service. Certain Web-based applications that direct Internet traffic to
certain Web sites may channel users to trading services that compete with the
Company. Although the Company has established Internet traffic arrangements with
several large online services and search engine companies, there can be no
assurance that these arrangements will be renewed on commercially reasonable
terms or that they will otherwise continue to result in increased users of the
Company's service. In addition, companies that control access to transactions
through network access or Web browsers could promote the Company's competitors
or charge the Company substantial fees for inclusion. Any and all of these
events could have a material adverse effect on the Company's business, results
of operations and financial condition.

Government Approval and Regulation

          The Company is not currently subject to direct federal, state or local
regulation, and laws or regulations applicable to access to or commerce on the
Internet, other than regulations applicable to businesses generally.  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, freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security.  Although the laws that, among other things, proposed to
impose criminal penalties on anyone distributing "indecent" material to minors
over the Internet, were held to be unconstitutional by the U.S. Supreme Court,
there can be no assurance that similar laws will not be proposed and adopted.
Certain members of Congress have recently discussed proposing legislation that
would regulate the distribution of "indecent" material over the Internet in a
manner that they believe would withstand challenge on constitutional grounds.
The nature of such similar legislation and the manner in which it may be
interpreted and enforced cannot be fully determined and, therefore, such
legislation could subject the Company and/or its customers to potential
liability, which in turn could have an adverse effect on the Company's business,
results of operations and financial condition.  The adoption of any such laws or
regulations might also decrease the rate of growth of Internet use, which in
turn could decrease the demand for the Company's service or increase the cost of
doing business or in some other manner have a material adverse effect on the
Company's business, results of operations and financial condition.  In addition,
applicability to the Internet of existing laws governing issues such as property
ownership, copyrights and other intellectual property issues, taxation, libel,
obscenity and personal privacy is uncertain.  The vast majority of such laws
were adopted prior to the advent of the Internet and related technologies and,
as a result, do not contemplate or address the unique issues of the Internet and
related technologies.

          In addition, numerous states have regulations regarding the manner in
which "auctions" may be conducted and the liability of "auctioneers" in
conducting such auctions. The Company does not believe that such regulations,
which were adopted prior to the advent of the Internet, govern the operations of
the Company's business nor have any claims been filed by any state implying that
the Company is subject to such legislation. There can be no assurance, however,
that a state will not attempt to impose these regulations upon the Company in
the future or that

                                      -8-
<PAGE>

such imposition will not have a material adverse effect on the Company's
business, results of operations and financial condition. Several states have
also proposed legislation that would limit the uses of personal user information
gathered online or require online services to establish privacy policies. The
Federal Trade Commission has also initiated action against at least one online
service regarding the manner in which personal information is collected from
users and provided to third parties. Changes to existing laws or the passage of
new laws intended to address these issues, including some recently proposed
changes, could create uncertainty in the marketplace that could reduce demand
for the services of the Company or increase the cost of doing business as a
result of litigation costs or increased service delivery costs, or could in some
other manner have a material adverse effect on the Company's business, results
of operations and financial condition. In addition, because the Company's
services are accessible worldwide and the Company facilitates sales of goods to
users worldwide, other jurisdictions may claim that the Company is required to
qualify to do business as a foreign corporation in a particular state or foreign
country. Failure by the Company to qualify as a foreign corporation in a
jurisdiction where it is required to do so could subject the Company to taxes
and penalties for the failure to qualify and could result in the inability of
the Company to enforce contracts in such jurisdictions. Any such new legislation
or regulation, or the application of laws or regulations from jurisdictions
whose laws do not currently apply to the Company's business, could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Research and Development Expenses

     The Company does not presently budget or isolate all its research and
development costs. These costs are generally included in overhead as they are
attributed principally to salary and other expenses associated with maintaining
programming personnel who spend varying amounts of time dedicated to both
research and development of new online features and applications and to the
administration and maintenance of those sites and applications.

Costs and Effects of Compliance with Environmental Law

     The Company is not aware of any significant present or future impact on its
business due to compliance with environmental laws.

Employees

     As of December 31, 1999, the Company had fourteen employees, including five
in customer support, three in product development, two in sales and marketing,
and four in administration and business development. The Company has never had a
work stoppage, and no employees are represented under collective bargaining
agreements. The Company considers its relations with its employees to be good.
The Company believes that its future success will depend in part on its
continued ability to attract, integrate, retain and motivate highly qualified
technical and managerial personnel, and upon the continued service of its senior
management and key technical personnel. Competition for qualified personnel in
the Company's industry and geographical location is intense, and there can be no
assurance that the Company will be successful in attracting, integrating,
retaining and motivating a sufficient numbers of qualified personnel to conduct
its business in the future.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS

Important Considerations Related to Forward-Looking Statements

     The statements contained in this report that are not historical facts are
forward-looking statements that involve certain risks and uncertainties. These
forward-looking statements include the plans and objectives of management for
future operations relating to the products and future economic performance of
the Company.

     The forward-looking statements are based on assumptions that the Company
will continue to market its products and services competitively. The forward-
looking statements are also based upon assumptions that (i) competitive
conditions within the Internet auction business will not change materially or
adversely; (ii) demand for sports and celebrity memorabilia will remain strong;
and (iii) the market will accept the Company's new products

                                      -9-
<PAGE>

and services. Assumptions relating to the foregoing are difficult or impossible
to predict accurately and many are beyond the control of the Company. In light
of the significant uncertainties inherent in the forward-looking information
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.

General

     The Company's primary source of revenues is through a variety of Internet
related services. Currently, the Company has three main operations: (i) an on-
line, person-to-person trading service, known as AuctionAnything.com; (ii) a
service that establishes and hosts auctions for other businesses, known as
Auction Business Solutions; and (iii) an Internet service provider known as
Tish.net.

     The Company's financial position and results of operations are subject to
fluctuations due to a variety of factors. Fluctuations in the quality and value
of items sold on the Company's Internet auction site can result in significant
increases or decreases in revenues. The Company's historical results of
operations are not necessarily indicative of future results.

     For comparative purposes to better reflect the Company's fiscal year end of
January 31, financial statements for 1999 have been provided for one month ended
January 31, 1999 and eleven months ending December 31, 1999. Statements in the
Management Analysis and Discussion section will discuss the entire twelve-month
period.

Selected Balance Sheet Items

     As noted above, the Company raised approximately $925,000 in capital
through a private offering of securities. That transaction had a significant
impact on certain balance sheet accounts and the effects are described below.
The following is a description of the private offering, the subsequent
acquisition transaction with the shareholders of NOSP, and the unrelated prior
transaction between NOSP and The Information SuperHighway Corporation:

     On or about February 18, 1999, the Company concluded a private offering of
securities in reliance upon the exemption from registration requirements
provided by Rule 504 of Regulation D, promulgated under the Securities Act of
1933, as amended (the "Securities Act").  The Company sold one million units to
18 investors at the offering price of $0.10 per unit, and each unit consisted of
one share of Common Stock and one stock purchase warrant.  Each warrant entitled
the holder thereof to purchase three additional shares of Common Stock at a
purchase price of $0.30 per share.  Consequently, the total offering price was
$100,000, and an additional $900,000 would be received upon the exercise of all
of the warrants.  No underwriting discounts or commissions were paid.  The
warrants were exercisable by the holder at any time upon the payment of the
exercise price and a transfer agent fee of $25.00, until the expiration of the
warrant on May 31, 1999.  In addition, the Company could call a warrant under
certain circumstances.  The form of the stock purchase warrant issued to the
purchasers thereof is attached hereto as an exhibit.

     Each investor in the offering executed a subscription agreement in which
such investor represented, among other things, that he, she or it was an
accredited investor, as such term is defined in the Securities Act.  In
conducting the offering, the Company utilized an offering document that
disclosed the terms of the offering and the securities offered, as well as
information about the Company.  It should be noted that the offering was
conducted and concluded by the Company's previous management prior to the
acquisition transaction by which the current controlling shareholders of the
Company obtained control of the Company.  The current controlling shareholders,
in connection with the acquisition transaction, received assurances, in the form
of representations and warranties, that the offering was properly conducted in
accordance with the requirements of Rule 504 and applicable state securities
laws.

     As stated above, the Company's offering of securities included the sale of
one million warrants, each of which could be exercised to purchase three shares
of the Company's Common Stock at $0.30 per share.  The first warrant exercise
occurred on or about March 23, 1999, and the final warrant exercise occurred on
or about April 20, 1999.  All three million shares of Common Stock subject to
the warrants were sold, resulting in additional gross proceeds to the Company of
$900,000.  Of the three million shares of Common Stock issued by the Company
pursuant to the warrant exercises, 2,960,000 shares were issued free of resale
restrictions in accordance with Rule 504 as then in effect.  Because Rule 504
was amended effective April 7, 1999, the one warrant exercise that occurred
subsequent to April 6, 1999, pursuant to which the warrant holder purchased
40,000 shares of Common Stock, resulted in the issuance of restricted Common
Stock to that purchaser.

     The Company's offering of securities under Rule 504 was undertaken in order
to raise capital for the Company's operations.  The Company has used the
$900,000 in gross proceeds from warrant exercises for working capital and
general corporate purposes, including, but not limited to, the hiring of
additional workers, payment of significant legal, accounting and insurance
professional fees, advertising and marketing, additional equipment and supplies,
rent, telephone and data line expenses and other miscellaneous expenses.

     On March 10, 1999, the Company closed a transaction by which it acquired
100% of the outstanding capital stock of North Orlando Sports Promotions, Inc.,
a privately held Florida corporation ("NOSP"), from the shareholders of NOSP.
As consideration for that acquisition, the Company issued 24,003,133 shares of
its Common Stock, which amounted to approximately 85% of the Company's
outstanding Common Stock, to the three former shareholders of NOSP.  In
connection with the transaction, the Company adopted the name,
"AuctionAnything.com, Inc.," in order to reflect more accurately its new core
business.

     Also, concurrently with the execution of the acquisition agreement pursuant
to which the Company acquired NOSP, the Company sold most of its assets to its
major shareholder, director and president, Joel E. Cavalier, in exchange for his
assignment to the Company of 747,116 shares of Common Stock and his assumption
of all of the Company's liabilities.  Consequently, as of the closing of the
acquisition transaction with the shareholders of NOSP, the Company had assets of
$25,000 in cash, no liabilities, and outstanding warrants that, if exercised,
would result in an additional $900,000 of capital to the Company.  At the
Closing of the acquisition transaction, the Company's directors and officers
resigned, and the Company elected a new management team consisting of the three
former shareholders of NOSP, who are experienced in providing Internet
auctions.

     On February 18, 1999, prior to the acquisition transaction by which the
Company acquired North Orlando Sports Promotions, Inc., NOSP closed a
transaction by which it acquired substantially all of the assets, and assumed
certain liabilities, of The Information SuperHighway Corporation, a Florida
corporation ("TISH"), in exchange for 208 1/3 shares of the common stock of
NOSP.  TISH was wholly-owned by Martin M. Meads, who also served as the
President and as a director of TISH, and Mr. Meads became the beneficial owner,
by distribution from TISH, of the shares of stock in NOSP received by TISH in
that transaction.  The combination of the operations of NOSP and TISH was
contemplated by the shareholders of NOSP and Mr. Meads for many months prior to
the closing of the transaction, and that transaction was independent of the
subsequent transaction by which the shareholders of NOSP, including Mr. Meads,
acquired control of the Company.  In that subsequent acquisition transaction,
Mr. Meads' 208 1/3 shares of stock in NOSP were acquired by the Company for
7,059,745 shares of the Company's Common Stock.

Cash and Cash Equivalents

     Cash and cash equivalents increased from $1,597 at December 31, 1997 to
$3,506 at December 31, 1998. This change resulted primarily from cash generated
from sales. Cash and cash equivalents increased from $3,506 at December 31, 1998
to $166,744 at December 31, 1999. This increased resulted primarily from the
cash generated in the Company's private placement of securities, which is
described above.

Accounts Receivable

     Accounts receivable decreased from $4,323 at December 31, 1997 to $1,983 at
December 31, 1998. This change resulted primarily from enhanced collection
efforts by the Company. Accounts receivable increased from $1,983 at December
31, 1998 to $15,368 at December 31, 1999. This increase resulted from increased
sales volumes and from a larger product inventory.

Inventory

     Inventory increased from $22,987 at December 31, 1997 to $39,886 at
December 31, 1998. This change resulted principally from increased purchases of
sports and celebrity memorabilia for auction during 1998. Inventory increased
from $39,886 at December 31, 1998 to $112,961 at December 31, 1999. This
increase resulted from large inventory purchases made in the second and third
quarters of 1999.

Prepaid Expenses

     Prepaid expenses and other assets increased from $0 at December 31, 1997
and December 31, 1998, to $37,579 at December 31, 1999. This change resulted
principally from the additional financial burdens placed on the Company as a
consequence of its public status.

     Prepaid expenses as of December 31, 1999 are summarized as follows:

          Prepaid insurance of $22,503
          Other Prepaid expenses $76
          Prepaid legal fees of $15,000

Equipment

     Equipment decreased from $11,450 at December 31, 1997 to $8,082 at December
31, 1998. This change resulted primarily from depreciation recorded during 1998.
Equipment increased from $8,082 at December 31, 1998 to $42,728 at December 31,
1999. The change resulted from the acquisition of computer equipment by the
Company and from the acquisition of Tish.net previously described.

                                      -10-




<PAGE>

Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses increased from $14,081 at December
31, 1997 to $20,733 at December 31, 1998. This change resulted principally from
increased inventory purchases. Accounts payable and accrued expenses increased
from $20,733 at December 31, 1998 to $36,869 at December 31, 1999. This change
resulted principally from increased numbers of employees of the Company and the
growth of other overhead costs.

Due to Related Parties

     Due to related parties increased from $16,612 at December 31, 1997 (current
and long-term portions) to $34,304 at December 31, 1998. This increase was
due to loans made by officers of the Company. Due to related parties
decreased from $34,304 at December 31, 1998 to $0 at December 31, 1999.
This change resulted from payment of the aforementioned loans by the
Company during 1999.

Common Stock and Additional Paid-In Capital

     From January 1, 1997 through March 31, 1998 the fair value of the officer's
salary has been calculated. Each of the two officers received $500 per week
beginning April 1, 1998, which calculates to an annual salary of $26,000 for
each officer. An adjustment has been made to reflect this accrual. For 1997 a
debit to salary expense for $52,000 was made, and for 1998 the debit to salary
expense was $13,000. The 1998 figure was based on this assumed annual salary of
$26,000 for one-fourth of the year. These amounts are also reflected as
Additional paid in capital.

     Common stock and additional paid-in capital increased from $500 and
$72,500, respectively at December 31, 1998 to $28,239 and $1,181,553,
respectively at December 31, 1999. This change resulted principally from
the private placement of securities in 1999, mentioned above.

Results of Operations
Year ended December 31, 1998 to Year Ended December 31, 1997

     Sales

     Sales increased from $212,379 during the year ended December 31, 1997 to
$399,392 during the year ended December 31, 1998. This increase resulted
principally from increased volume of transactions caused by increased visitation
to the Company's Internet site by potential customers.

     Commission Income

     Commission income increased from $9,780 for the year ended December 31,
1997 to $10,031 for the year ended December 31, 1998. This increase resulted
principally because the Company sold more consigned inventory during 1998 than
1997.

     Cost of Sales

     Cost of sales increased from $166,555 during the year ended December 31,
1997 to $290,511 during the year ended December 31, 1998. This increase resulted
from increased sales volume in 1998 over 1997.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased from $83,500 for the
year ended December 31, 1997 to $125,934 for the year ended December 31, 1998.
This increase resulted principally from the increase in salaries and employee
benefits from $0 in 1997 to $68,069 in 1998. During 1997 the Company had no
employees as all matters were handled by officers of the Company without
compensation. Beginning in April 1998, the officers of the Company began
receiving compensation and as of December 31, 1998 the Company had four
employees.

     Depreciation

     Depreciation expense increased from $5,795 for the year ended December 31,
1997 to $7,067 for the year ended December 31, 1998. Depreciation expense
increased in the year ended December 31, 1998, due to the fact that assets
purchased in 1997 reflect a full year of depreciation expense in 1998, while
reflecting a partial year's depreciation in 1997.

                                      -11-
<PAGE>

     Interest

     Interest expense increased from $1,332 for the year ended December 31, 1997
to $3,167 for the year ended December 31, 1998. This increase resulted
principally due to the increase in 1998 in the amounts due to related parties,
which bore interest.

Results of Operations
Twelve Months ended January 1, 1999 to December 31, 1999

     Auction Sales

     Auction sales increased from $399,392 during the twelve months ended
December 31, 1998 to $588,633 during the twelve months ended December 31, 1999.
This increase resulted principally from increased volume of transactions caused
by increased visitation to Company's Internet site by potential customers.

     The Company believes that it has experienced increased visitation to the
its Internet site by potential customers during the periods compared because of
several factors: (a) the amount of customer bidding through the Company's site
has increased; (b) the amount of e-mail received by the Company from customers
and other visitors has increased; (c) the hardware resources required to handle
the traffic have increased; and (d) the amount of interest in Internet auctions
has increased.  The Company monitors the performance of its systems fairly
closely and has developed what it believes to be a reasonable assessment of the
traffic and performance of its systems.  The company has not historically
recorded the number of visitations to its sites and, therefore, has no
verifiable numbers to support its belief or assessments.

     Internet Service Revenue

     Internet service revenue increased from $0 during the twelve months ended
December 31, 1998 to $66,817 during the twelve months ended December 31, 1999.
This increase resulted from the 1999 acquisition of Tish.net, previously
described. During the year ended December 31, 1998 TISH had approximately
$200,000 in internet service revenue. The decrease in internet service revenue
during the twelve month period ended December 31, 1999 resulted principally
because the Company deemphasized this business and stopped servicing some
clients.

     Commission Income

     Commission income decreased from $10,031 during the twelve months ended
December 31, 1998 to $4,015 for the twelve months ended December 31, 1999. This
decrease resulted principally because of a decrease in the volume of consigned
inventory sold.

     Auction Solutions

     Auction Solutions revenue increased from 0 during the twelve months ended
December 31, 1998 to $3,171 for the twelve months ended December 31, 1999. This
increase is due to the addition of this service in 1999. Auction solutions is
now the focus of the Company.

     Cost of Goods Sold

     Cost of goods sold increased from $290,511 during the twelve months ended
December 31, 1998 to $507,849 during the twelve months ended December 31, 1999.
The increase resulted principally from the increase in auction sales offset by a
decline in gross margin. Cost of goods sold as a percentage of auction sales
increased from 72% during the twelve months ended December 31, 1998 to 86%
during the twelve months ended December 31, 1999. This increase is due to the
increase of items offered for sale, which diluted the bidding process and
reduced margins during the period.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased from $125,934 during
the twelve months ended December 31, 1998 to $754,300 during the twelve months
ended December 31, 1999. This increase resulted principally because of an
increase in payroll & related costs from $68,069 during twelve months ended
December 31, 1998 to $ 417,711 during the twelve months ended December 31, 1999.
An increase in Professional fees from $4,167 during the twelve months ended
December 31, 1998 to $119,695 during the twelve months ended December 31, 1999,
an increase in advertising expense from $1,058 during the twelve months ended
December 31, 1998 to $66,940 during the twelve months ended December 31, 1999.
The increase in payroll & related costs was caused as the number of employees of
the company increased from 4 at December 31, 1998 to 14 at December 31, 1999.


Depreciation and Amortization

Depreciation and Amortization expense increased from $7,067 for the year ended
December 31, 1998 to $69,433 for the twelve months ended December 31, 1999.
Depreciation and Amortization expense increased due to the fact of additional
assets purchased during 1999 resulting in a depreciation total of $13,461 for
the twelve month ended December 31, 1999. Amortization in the amount of $55,972
has been included to reflect the NOSP acquisition of TISH during 1999.

Interest

Interest expense decreased from $3,167 for the year ended December 31, 1998 to
$1,461 for the twelve months ended December 31, 1999. This decrease resulted in
the payment in full in March 1999 of the amount due to related parties.

Liquidity and Funding of Operations

     The Company currently has assets and internal liquidity as illustrated on
its balance sheet.  The Company has cash and inventory that it will continue to
sell through its SportsAuction web site.  The Company will rely on these
resources to fund its operations in the foreseeable future.  The Company has a
small line of credit with its bank (approximately $50,000) that it will consider
leveraging, if necessary.

     The Company has no material commitments for expenditures over the next 12
months other than its expected normal operating expenses, which include payroll
expenses, legal, accounting and insurance fees, advertising and marketing,
purchase and maintenance of equipment (and supplies), rent, telephone and data
line expenses and other miscellaneous expenses.  The Company intends to seek
additional funding in the near future and is considering various avenues to do
so at the present time.

Risks Associated with the Year 2000

     Overview of Year 2000 Problem

     The Year 2000 problem concerns the inability of information technology
("IT") and non-IT systems to properly recognize and process date sensitive
information beyond January 1, 2000.  The failure to accurately recognize the
Year 2000 could result in a variety of problems from data miscalculations to the
failure of entire systems.  The Company has experienced no such problems to
date.

     Information and Non-Information Technology Systems

     The IT systems of the Company consist of a network of personal computers,
servers and networking equipment built using hardware and software from
mainstream suppliers including Cisco, Lucent Technologies, Adtran, Gateway,
Dell, Microsoft and Red Hat.  Furthermore, the Company's IT systems include the
data lines that connect its network to the Internet.  The non-IT systems used by
the Company are primarily facility related and include telephones, building
security systems, fire suppression systems, HVAC, electrical systems and other
utilities.

     The Y2K Team

     In mid-1999, the Company formed a Year 2000 committee (the "Y2K Team") for
the purpose of identifying, understanding and addressing the various issues
associated with the Year 2000 problem.  The Y2K Team consists of representatives
from senior management, information systems and accounting.

     Assessing Year 2000 Readiness

     The Y2K Team's initial step in assessing Year 2000 readiness consisted of
identifying any systems that were date sensitive and, accordingly, could have
potential Year 2000 problems.  The Y2K Team conducted inspections, interviews
and tests to identify which of the systems used by the Company could have a
potential Year 2000 problem.

     The IT systems of the Company are comprised of hardware and software
applications from mainstream suppliers.  Accordingly, the Y2K Team contacted and
evaluated documentation from the respective vendors and manufacturers to verify
the Year 2000 compliance of their products.  The Y2K Team also evaluated
documentation from the non-IT systems providers to the Company.  Although the
Y2K Team received positive responses from the companies with which the Company
has third party relationships regarding their Year 2000 compliance, the Company
cannot be assured that the third parties adequately considered the impact of the
Year 2000.

     The Company completed its Year 2000 assessment of its IT resources.  As a
small Internet company with minimal hardware and software, the following table
identifies the major subsystems that are employed in the Company's operations,
along with the Company's assessment of any Year 2000 impacts:

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------
Subsystem                        Y2K Testing             Y2K Assessment          Post-Y2K Impact
- ---------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                     <C>
Routers, Hubs                    Complete                Compliant               None expected
- ---------------------------------------------------------------------------------------------------------
Servers                          Complete                Compliant               None expected
- ---------------------------------------------------------------------------------------------------------
Workstations                     Complete                Compliant               None expected
- ---------------------------------------------------------------------------------------------------------
Telephones, FAX                  Complete                Compliant               None expected
- ---------------------------------------------------------------------------------------------------------
Outside Service Vendors          Complete                Stated Compliance       None expected
- ---------------------------------------------------------------------------------------------------------
</TABLE>

     In addition, the Y2K Team evaluated information from other companies with
which the Company has material third party relationships.  Such third parties,
in addition to the providers of IT and non-IT systems, consist of the Company's
transfer agent and financial institutions.  The Company depends on its transfer
agent to maintain and track investor information and its financial institutions
for availability of cash.  No such third parties have reported to the Company
any problems related to the Year 2000.

     Achieving Year 2000 Compliance

     The Y2K Team identified and completed upgrades for the hardware equipment
that was not year 2000 compliant.  In addition, the Y2K Team identified and
completed upgrades of the software applications that were not Year 2000
compliant, although the Company cannot be assured that the upgrade solutions
provided by the vendors have addressed all possible Year 2000 issues.  No such
issues have arisen to date.

     The costs of these modifications have not been material and have involved a
reallocation of internal resources rather than incremental expenditures.  The
Company engaged in a testing program to further ensure Year 2000 compliance.
This program did not identify additional modifications to the Company's internal
systems that were required prior to December 31, 1999.  If problems exist that
were not identified, the Company could face unexpected expenses to fix such
problems or unanticipated website outages, either of which would harm its
business.  No such problems have surfaced to date.

     The Company uses third-party equipment and software that may not be Year
2000 compliant.  Of the third parties investigated, all indicated that they were
Year 2000 compliant or would be Year 2000 compliant prior to the start of Year
2000.   Although the Y2K Team received positive information from the companies
with which the Company has third party relationships regarding their Year 2000
compliance, the Company cannot be assured that the third parties adequately
considered the impact of the Year 2000.  However, no third such third party has
reported experiencing any Year 2000 problems, and, to date, the Company has
experienced no problems related to the Year 2000 compliance of such third
parties.

     Assessing the Risks of Non-Compliance and Developing Contingency Plans

     There can be no assurance that the Company has been completely successful
in its efforts to address the Year 2000 issue or that problems arising from the
Year 2000 issue will not at some point cause a material adverse effect on the
operating results or financial condition of the Company. However, prior to
January 1, 2000, the Company believed that its most reasonably likely worst-case
scenario would relate to problems with the systems of third parties rather than
with the Company's internal systems, including computer systems necessary to
maintain the viability of the Internet, temporary power outages at distribution
centers, delayed transportation of products by third parties, temporary building
management issues (e.g., false fire alarms, malfunction of elevators, etc.), and
delayed customer purchases due to non-compliant personal computers. To date, no
such scenario has arisen.

     Risk of Failure of Information and Non-Information Technology Systems

     The Company might still be harmed if necessary upgrades or changes were not
identified or, if identified, were not timely and successfully implemented.  The
Company also could still be harmed by Year 2000 problems at its vendors and
business partners.  For example, the Company relies on credit card companies to
collect the majority of its revenues from users.  Due to the nature of the
credit card system, some industry analysts have questioned the effect of the
Year 2000 on credit card processing and billing.  Failure of the Company's
credit card vendors or other third-party equipment or software vendors to
properly process dates for the Year 2000 and thereafter could require the
Company to incur unanticipated expenses in seeking alternative means of payment
or hardware or software replacements.  It also could result in loss of revenues
or unanticipated website outages.  The Company's marketing efforts are also
dependent on the continued operation of Internet portals and other Internet
sites on which it advertises.

     Although the Company has developed contingency plans with respect to
collecting payment under these circumstances, the Company is unable to make
contingency plans if any significant number of the computers constituting the
Internet fail to process dates properly for the Year 2000 and there is a system
wide slowdown or breakdown.  The Company's business is dependent on the
continued successful operation of the Internet.  Any interruption or significant
degradation of Internet operations due to Year 2000 problems could harm the
Company's business.  Based on the inability of the Y2K Team to identify a
suitable alternative in case of Internet failure, the Y2K Team has determined
not to develop a contingency plan to address this risk.  To date, no such
failures have occurred with respect to credit card processing or Internet
operations.

     Risk of Loss of Short-Term Liquidity from Failure of Financial Institutions
to Achieve Year 2000 Compliance

     The Company believed that the reasonably likely worst-case scenario with
regard to the Company's financial institutions was that some or all of its funds
on deposit with such financial institutions might be temporarily unavailable.
The Y2K Team determined that the Company's financial institutions had indicated
that their systems were Year 2000 compliant or were expected to be Year 2000
compliant prior to the Year 2000.  Despite these statements from the financial
institutions, the Company could not be assured that the financial institutions
had addressed all possible Year 2000 issues.  The loss of short-term liquidity
could have affected the Company's ability to pay its expenses on a current
basis. The Company did not, and does not,

     Based upon the information gathered from the Company's financial
institutions and the inability of the Y2K Team to identify a suitable
alternative for the deposit of funds that was not subject to potential Year 2000
problems, the Y2K Team determined not to develop a contingency plan to address
this risk.  To date, the Company's financial institutions have reported no
failures as a result of Year 2000 problems, and the Company has experienced no
loss of short-term liquidity.

     Risk of Non-Compliance from Other Third Parties

     The Company was limited in its efforts to address the Year 2000 issue as it
related to third parties and relied solely on the assurances of these third
parties as to their Year 2000 preparedness.  Contingency plans were made in case
of third party non-compliance to seek alternative sources for goods and
services; however, no problems have developed to date.

                                      -12-

<PAGE>


ITEM 3 - DESCRIPTION OF PROPERTY

Office Space

     The Company leases approximately 871 square feet of office space at 35 West
Pine Street, Suites 211 and 226, Orlando, Florida 32801, at the current rental
rate of $692.44 per month (increasing to $769.37 per month on November 10, 1999.
The lease is for two years ending May 9, 2001, but the lease is renewable at the
Company's option for an additional one years. Currently, the facility is
adequate for the Company's operations, but Management expects that additional
facilities will be needed prior to the expiration of the lease.

Other

     The Company owns or leases various computer equipment, telecommunications
equipment, furniture and office machinery at its location in Orlando, Florida.


ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  The following individuals hold five percent (5%) or more of the
outstanding voting stock of the Company. No other individual or any group is
known to the Company to be the beneficial owner of more than five percent (5%)
of any class of the Company's voting securities.

<TABLE>
<CAPTION>
                                 Name and Address of                        Amount and nature of                  Percent of
Title of Class                    Beneficial Owner                           Beneficial Owner                       Class
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                        <C>                                   <C>
Common Stock                      Raymond J. Hotaling III                   8,471,694 owned directly                 29.9%
                                 35 West Pine St., Ste. 211
                                  Orlando, Florida 32801

Common Stock                      Dennis A Kurir                            8,471,694 owned directly                 29.9%
                                 35 West Pine St., Ste. 211
                                  Orlando, Florida 32801

Common Stock                      Martin M. Meads                           7,059,745 owned directly                 24.9%
                                 35 West Pine St., Ste. 211
                                  Orlando, Florida 32801
</TABLE>


     (b)  The following includes beneficial ownership information for all
current executive officers and directors, and all who served as directors or
executive officers in the fiscal years ended January 31, 1998 and 1999.

                                      -13-
<PAGE>

Tabular information is provided for outstanding securities plus any securities
that a person has a right to acquire within 60 days pursuant to options,
warrants, conversion privileges or other rights.


<TABLE>
<CAPTION>
                                      Name and Address of                 Amount and  nature of          Percent of
Title of Class                         Beneficial Owner                    Beneficial Owner                Class
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                      <C>                            <C>
Common Stock                          Raymond J. Hotaling III             8,471,694 owned directly         29.9%
                                       President/ Secretary/
                                        Chairman/ Director
                                     35 West Pine St., Ste. 211
                                      Orlando, Florida 32801

Common Stock                            Dennis A Kurir                    8,471,694 owned directly         29.9%
                                         CEO/Director
                                     35 West Pine St., Ste. 211
                                      Orlando, Florida 32801

Common Stock                            Martin M. Meads                   7,059,745 owned directly         24.9%
                                       Co-CEO/ Treasurer/
                                           Director
                                     35 West Pine St., Ste. 211
                                      Orlando, Florida 32801

Common Stock                           Joel E. Cavalier                              - 0 -                  0.0%
                                            FORMER
                                  President/Chairman/Director
                                     65-55 Woodhaven Blvd.
                                      Rego Park, NY 11374

Common Stock                           Nancy Scalia-Dunn                             - 0 -                  0.0%
                                            FORMER
                                 Secretary/Treasurer/Director
                                     65-55 Woodhaven Blvd.
                                      Rego Park, NY 11374

Common Stock                          Matthew J. Cavalier                   10,000 owned directly           0.04%
                                        FORMER Director
                                     65-55 Woodhaven Blvd.
                                      Rego Park, NY 11374

Common Stock                             Jesse Clayton                               - 0 -                  0.0%
                                        FORMER Director
                                     65-55 Woodhaven Blvd.
                                      Rego Park, NY 11374

Common Stock                      All directors and officers             24,013,133 owned directly         84.8%
                                    (current and former) as
                                      a group (7 persons)
</TABLE>

          (c)  Management knows of no arrangements that may result in a change
of control of the Company.


ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following presents directors, executive officers, promoters and control
persons of the Company as of December 31, 1999:

                                      -14-
<PAGE>

<TABLE>
<CAPTION>
Name                     Age       Title                              Term of Office
- -----------------------------------------------------------------------------------
<S>                      <C>       <C>                                <C>
Raymond J. Hotaling III   33       President                          Indefinite
                                   Secretary                          Indefinite
                                   Chairman of the Board (Director)   1 Year

Dennis A. Kurir           53       Chief Executive Officer            Indefinite
                                   Director                           1 Year

Martin M. Meads           38       Co-Chief Executive Officer         Indefinite
                                   Treasurer                          Indefinite
                                   Director                           1 Year
</TABLE>

     Raymond J. Hotaling III.  Mr. Hotaling has been President, Secretary, a
     -----------------------
Director and Chairman of the Board of the Company since March 10, 1999.  He also
serves as the President and Secretary of the Company's wholly-owned subsidiary,
North Orlando Sports Promotions, Inc.  Mr. Hotaling has been the President of
NOSP since its incorporation in 1995, and he has been responsible for its day-
to-day operations, including the design, development and marketing of the
corporate web site and Internet auction system, as well as daily accounting
functions.  From 1993 to 1995, Mr. Hotaling was a materials engineer with Matrix
Composites, Inc.  He also served as Flight Crew Systems Engineer with Lockheed
Space Operations Company from 1990 to 1993.  Mr. Hotaling attended the State
University of New York at Binghamton from 1984 to 1986 and graduated from the
Florida Institute of Technology in 1989 with a B.S. in mechanical engineering.

     Dennis A. Kurir.  Mr. Kurir has been the Chief Executive Officer and a
     ---------------
Director of the Company since March 10, 1999.  He also serves as the Chief
Executive Officer of NOSP, a position that he has held since 1995.  From 1994 to
1995, Mr. Kurir served as the Orlando Print Show Manager, the North Florida Vice
President of Operations and then the Membership Director of the Printing
Association of Florida.  Mr. Kurir graduated from Michigan Technological
University in 1967 with a B.S. in biological sciences.  In 1971, after service
in the United States Army during the Vietnam War, he earned his M.B.A. from
Michigan Technological University.

     Martin M. Meads.  Mr. Meads has been the Treasurer and a Director of
     ---------------
the Company since March 10, 1999.  He was also the Company's Senior Vice
President of Business Operations from March 10, 1999, until June 11, 1999, at
which time he became co-Chief Executive Officer.  Mr. Meads also serves as the
Vice President and Treasurer of NOSP, a position he has held since February 18,
1999.  Prior to March, 1999, Mr. Meads served as the President of The
Information SuperHighway Corporation ("TISH"), an Orlando, Florida based
Internet Service Provider (ISP) since June 1995.  Mr. Meads was a senior systems
engineer at Coleman Research Corporation between September ,1992, and April,
1996.  Mr. Meads holds B.S. and M.S. degrees in electrical engineering from
Michigan Technological University and also holds a M.S. degree in electro-optics
from the University of Central Florida.

     As of December 31, l999, there were no family relationships among the
directors and executive officers. Further, to the knowledge of Management, no
director, executive officer, promoter or control person has been involved in any
legal proceedings during the past five years that are material to an evaluation
of the ability or integrity of such director, person nominated to become a
director, executive officer, promoter or control person of the Company. None of
the individuals listed in this Item 5 has had a bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of such bankruptcy, if any, or within two years prior
to that time. No director, executive officer, promoter or control person was or
has been convicted in a criminal proceeding or is subject to a pending criminal
proceeding or subject to any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, borrowing, or otherwise limiting his or
her involvement in any type of business, securities or banking activities. No
director, executive officer, promoter or control person has been found by a
court of competent jurisdiction in a civil action to have violated federal or
state securities or commodities laws.

                                      -15-
<PAGE>

ITEM 6 - EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid during the last two
fiscal years to the chief executive officer of the Company. No information has
been shown for other executive officers, each of whom received less than
$100,000 in compensation in the last fiscal year. Due to the change of control
of the Company that occurred on March 10, 1999, the information provided below
reflects compensation paid during the past two fiscal years to the chief
executive officer of North Orlando Sports Promotions, Inc., who has served as
the chief executive officer of the Company since said change in control. All of
the current executive officers of the Company have served since March 10, 1999.

                          SUMMARY COMPENSATION TABLE
                          --------------------------

<TABLE>
<CAPTION>
                                    Annual compensation                    Long term compensation
                                                                       Awards                Payouts
                                                                           Securities
                                                              Restricted   underlying           Other
Name and principal position   Year  Salary   Bonus    Total     stock      options/SARs      Compensation
                                     ($)      ($)      ($)     award(s)       (#)
          (a)                  (b)   (c)      (d)      (e)       ($)          (g)
                                                                 (f)
<S>                           <C>   <C>      <C>      <C>     <C>          <C>               <C>
Dennis A. Kurir, CEO          1998  19,434    -0-     19,434      -0-         -0-               -0-
                              1997    -0-     -0-                 -0-         -0-               -0-
</TABLE>

Employment Contracts

     As of December 31, 1999, there are no existing employment contracts.

ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On February 18, 1999, prior to the acquisition transaction by which the
Company acquired North Orlando Sports Promotions, Inc., NOSP acquired
substantially all of the assets, and assumed certain liabilities, of The
Information SuperHighway Corporation, a Florida corporation ("TISH"), in
exchange for 208 1/3 shares of the common stock of NOSP. TISH was wholly-owned
by Martin M. Meads, who also serves as the President and as a Director of TISH,
and Mr. Meads became the beneficial owner, by distribution from TISH, of the
shares of stock in NOSP received by TISH in that transaction. The shareholders
of NOSP prior to that transaction were Dennis A Kurir and Raymond J. Hotaling
III. Subsequent to that transaction, Mr. Meads became the Vice President and
Treasurer of NOSP, and he now also serves as the co-CEO, Treasurer and a
Director of the Company, positions he has held subsequent to the Company's
acquisition of NOSP on March 10, 1999. In that acquisition transaction, Mr.
Meads' 208 1/3 shares of stock in NOSP were acquired by the Company for
7,059,745 shares of the Company's Common Stock.

ITEM 8 - DESCRIPTION OF SECURITIES

     The Company is authorized to issue 50,000,000 shares of Common Stock, par
value $0.001 per share. As of December 31, 1999, 28,321,946 shares of Common
Stock are outstanding, held of record by approximately 59 persons. The holders
of Common Stock are entitled to one vote for each share held of record on all
matters to be voted on by stockholders. There is no cumulative voting with the
result that the holders of more than 50% of the shares voting for the election
of directors can elect all of the directors. The holders of Common Stock are
entitled to receive dividends when, as and if declared by the Board of Directors
out of the funds legally available therefor. In the event of the liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to share ratably in all assets remaining available for distribution
after payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the Common Stock. Holders of shares of
Common Stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Common Stock.

     The Company is not currently authorized to issue any shares of preferred
stock.

     The U.S. Securities and Exchange Commission (the "Commission") has adopted
Rule 15g-9 under the Securities Exchange Act of 1934, as amended, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions.

     For any transaction involving a penny stock, unless the transaction is
exempt, the rules require (i) that a broker or dealer approve a person's account
for transactions in penny stocks, and (ii) that the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased.  In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and information concerning the investment
experience and objectives of the person, and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks.  The broker
or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis upon which the broker
or dealer made the suitability determination, and (ii) sets forth that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.

     Disclosure also must be made concerning the risks of investing in penny
stocks in both public offerings and in secondary trading, and concerning
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions.  Finally, monthly
statements must be provided disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
As a result of the penny stock trading restrictions, brokers or potential
investors may be reluctant to trade in the Company's securities, which may
result in less liquidity for the Company's stock.


                                      -16-
<PAGE>

     The Company has never paid any dividends. Future dividends, if any, will be
contingent upon the Company's revenues and earnings, if any, capital
requirements and general financial condition subsequent to the consummation of a
business combination. The payment of dividends is within the discretion of the
Company's Board of Directors. The Company presently intends to retain all
earnings, if any, for use in the Company's business operations and accordingly,
the Board does not anticipate declaring any dividends in the foreseeable future.
However, there are no current restrictions on the payment of dividends either by
contract or regulation.

PART II

ITEM 1 - MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

     At the time of filing, only a limited market existed for common shares of
the Company. As of December 31, 1999, the Company had outstanding 28,321,946
shares of Common Stock with a par value of $0.001 per share. According to the
records of the Company's transfer agent, Olde Monmouth Stock Transfer Co., Inc.,
a total of 4,308,813 of those shares were freely tradeable over the counter.

     (a)  The Common Stock of the Company has been traded on the over-the-
counter market since September of 1998, initially under the symbol, LWTN. The
stock began trading under the symbol, UBUY, on March 22, 1999. The high and low
bid prices each fiscal quarter, in fraction and decimal form, since the second
quarter of 1998 are as follows:

<TABLE>
<CAPTION>
                                             1998
                                             ----
                                   High             Low
     <S>                           <C>              <C>
     3rd Quarter 1998              4/43 (0.093)     4/43 (0.093)

     4th Quarter 1998              4/43 (0.093)     4/43 (0.093)

                                             1999
                                             ----
                                   High             Low

     1st Quarter 1999              2-1/2 (2.500)    4/43 (0.093)

     2nd Quarter 1999              3 (3.000)        81/85 (0.953)

     3rd Quarter 1999              11/16 (0.6875)   5/8 (0.625)

     4th Quarter 1999              21/32 (0.656)    1/8 (0.125)

</TABLE>

The quotations above reflect interdealer prices without retail markup, mark down
or commission, and may not represent actual transactions.

     (b)  As of December 31, 1999, the Company had 59 Shareholders of record of
          its common stock.

     (c)  The Company has not previously paid cash dividends on its Common
Stock. The payment of cash dividends from current earnings is not prohibited by
any agreements to which the Company is a party, but is subject to the discretion
of the Board of Directors and will be dependent upon many factors, including the
Company's earnings, its capital needs and its general financial condition. The
Company currently does not intend to pursue a policy of payment of dividends,
but rather to utilize any excess proceeds to finance the development and
expansion of its business.

ITEM 2 - LEGAL PROCEEDINGS

     No legal proceedings are pending against the Company.

                                      -17-
<PAGE>

ITEM 3 - CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS

     Not applicable.

ITEM 4 - RECENT SALES OF UNREGISTERED SECURITIES

     On or about February 18, 1999, the Company concluded a private offering of
securities in reliance upon the exemption from registration requirements
provided by Rule 504, promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). The Company sold one million units to 18 investors at
the offering price of $0.10 per unit, and each unit consisted of one share of
Common Stock, par value $0.001 per share, and one stock purchase warrant. Each
warrant entitled the holder thereof to purchase three additional shares of
Common Stock at a purchase price of $0.30 per share. Consequently, the total
offering price was $100,000, and an additional $900,000 would be received upon
the exercise of all of the warrants. No underwriting discounts or commissions
were paid. The warrants were exercisable by the holder at any time upon the
payment of the exercise price and a transfer agent fee of $25.00, until the
expiration of the warrant May 31, 1999. In addition, the Company could call a
warrant if the Common Stock traded at or above a $5.00 reported closing bid or
trade price for 10 consecutive trading days, upon 15 days' written notice to the
warrant holder of the Company's intention to do so, if the warrant holder shall
not have exercised the warrant prior to the end of such 15-day notice period.

     Each investor in the offering executed a subscription agreement in which
such investor represented, among other things, that he, she or it was an
accredited investor, as such term is defined in the Securities Act.  In
conducting the offering, the Company utilized an offering document that
disclosed the terms of the offering and the securities offered, as well as
information about the Company.  It should be noted that the offering was
conducted and concluded by the Company's previous management prior to the
acquisition transaction by which the current controlling shareholders of the
Company obtained control of the Company.  The current controlling shareholders,
in connection with the acquisition transaction, received assurances, in the form
of representations and warranties, that the offering was properly conducted in
accordance with the requirements of Rule 504 and applicable state securities
laws.

     The exemption under Rule 504 is available to any issuer that is not a
reporting company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, or not a development stage company that either
has no specific business plan or purpose or has indicated that its business plan
is to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person. Rule 504 allows companies to sell up to
$1,000,000 of its securities within a 12-month period in an exempt transaction
to an unlimited number of investors without regard to the investment
sophistication of the investor. In the registration provisions which require the
delivery of a prospectus before sale, there was no restriction on resale of the
securities by investors. Thus, the Common Stock issued under the Rule 504
exemption was "free-trading" and not restricted under federal law. Rule 504 was
amended effective April 7, 1999, subsequent to the completion of the offering,
and stock sold pursuant to that exemption would now be restricted and not "free-
trading."

     Since the closing of the offering and the aforementioned acquisition
transaction, all of the holders of the stock purchase warrants sold during the
offering have exercised such warrants, resulting in the issuance of an
additional three million shares of Common Stock at the warrant exercise price of
$0.30 per share. Most of the shares of Common Stock issued pursuant to the
warrant exercises were issued as "free-trading"; however, 40,000 of such shares
of Common Stock were issued as restricted stock because the warrant holder
exercised his warrant subsequent to April 6, 1999, the effective date of the
amendment to Rule 504.

     To the knowledge of management, the Company has undertaken no other sales
of its securities during the past three years.  Neither NOSP nor TISH has sold
any of its securities during the past three years.

ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

                                      -18-
<PAGE>

     The Company is incorporated in Delaware. Under Section 145 of the
Corporation Law of Delaware, a Delaware Company may, under specified
circumstances, indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by a director,
officer, employee or agent of the Company in connection with the action, suit or
proceeding, provided that such provision shall not eliminate or limit the
liability of an individual applying for indemnification if, unless otherwise
ordered by a court, a final adjudication establishes that (i) his acts or
omissions involved intentional misconduct, fraud, or a knowing violation of the
law and (ii) the act or omission was material to the cause of action.

     The Company's Articles of Incorporation and Bylaws provide that the Company
may indemnify its officers, directors, employees and agents to the fullest
extent permissible under Delaware law. Directors and officers shall be, and
employees and agents may be, upon adoption of a resolution of the Board of
Directors, indemnified if made a party or threatened to be made a party, or
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, or any
appeal of such an action or any inquiry or investigation that could lead to such
an action, against judgments, penalties (including excise and similar taxes and
punitive damages), fines, settlements and reasonable expenses (including,
without limitation, attorneys' fees) actually incurred in connection with such
action. The Board of Directors has the option of making any indemnification
payments in advance and to purchase and maintain insurance to protect itself and
its officers, directors, employees and agents. These indemnification rights are
non-exclusive, but they will not eliminate or limit the liability of any
directors, officer, employee or agent to the extent that such person is found
liable for: (i) a breach of a duty of loyalty to the Company or its members;
(ii) an act or omission not in good faith that constitutes a breach of duty to
the Company or involves intentional misconduct or a knowing or reckless
violation of the law; (iii) a transaction from which the director, officer,
employee or agent received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the individual's duties; or
(iv) an act or omission for which liability is expressly provided by an
applicable statute.

     The Company currently maintains a Directors and Officers liability
insurance policy with an annual aggregate limit of $1,000,000.

PART F/S

FINANCIAL STATEMENTS

NORTH ORLANDO SPORTS PROMOTIONS, INC.

Financial Statements
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)

Independent Auditors' Report

To The Shareholders
North Orlando Sports Promotions, Inc.:

We have audited the accompanying balance sheets of North Orlando Sports
Promotions, Inc. as of December 31, 1998 and 1997 and the related statements of
operations, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

                                      -19-
<PAGE>

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of North Orlando Sports
Promotions, Inc. as of December 31, 1998 and 1997 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ KPMG LLP
- ------------------

Orlando, Florida
September 24, 1999

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                     NORTH ORLANDO SPORTS PROMOTIONS, INC.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                Balance Sheets
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                          December 31, 1998 and 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                              1998       1997
- --------------------------------------------------------------------------------
<S>                                                         <C>         <C>
- --------------------------------------------------------------------------------
                      Assets
- --------------------------------------------------------------------------------
Current assets:
- --------------------------------------------------------------------------------
 Cash and cash equivalents                                   $ 3,506      1,597
- --------------------------------------------------------------------------------
 Accounts receivable                                           1,983      4,323
- --------------------------------------------------------------------------------
 Inventory                                                    39,886     22,987
- --------------------------------------------------------------------------------
 Due from related parties                                      6,988         --
- --------------------------------------------------------------------------------
   Total current assets                                       52,363     28,907
- --------------------------------------------------------------------------------
Equipment, less accumulated depreciation of $16,124 in
 1998 and $9,057 in 1997                                       8,082     11,450
- --------------------------------------------------------------------------------
                                                             $60,445     40,357
- --------------------------------------------------------------------------------
           Liabilities and Stockholders' Equity
- --------------------------------------------------------------------------------
Current liabilities:
- --------------------------------------------------------------------------------
 Accounts payable and accrued expenses                       $20,733     14,081
- --------------------------------------------------------------------------------
 Due to related parties                                       34,304      5,353
- --------------------------------------------------------------------------------
   Total current liabilities                                  55,037     19,434
- --------------------------------------------------------------------------------
Long-term liabilities:
- --------------------------------------------------------------------------------
 Due to related parties                                           --     11,259
- --------------------------------------------------------------------------------
   Total long-term liabilities                                    --     11,259
- --------------------------------------------------------------------------------
Stockholders' equity:
- --------------------------------------------------------------------------------
 Common stock, par value $1; 500 shares authorized,
  issued and outstanding                                         500        500
- --------------------------------------------------------------------------------
 Additional paid-in capital                                   72,500     59,500
- --------------------------------------------------------------------------------
 Retained earnings (accumulated deficit)                     (67,592)   (50,336)
- --------------------------------------------------------------------------------
   Total stockholders' equity                                  5,408      9,664
- --------------------------------------------------------------------------------
                                                             $60,445     40,357
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>


                                      -20-
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                     NORTH ORLANDO SPORTS PROMOTIONS, INC.
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
                           Statements of Operations
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
                   Years ended December 31, 1998 and 1997
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
                                                                          1998                 1997
- -------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
- -------------------------------------------------------------------------------------------------------
Revenues:
- -------------------------------------------------------------------------------------------------------
   Sales                                                               $  399,392             212,379
- -------------------------------------------------------------------------------------------------------
   Commission income                                                       10,031               9,780
- -------------------------------------------------------------------------------------------------------
                                                                          409,423             222,159

- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Cost of sales                                                             290,511             166,555
- -------------------------------------------------------------------------------------------------------
              Gross profit                                                118,912              55,604

- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Expenses:
- -------------------------------------------------------------------------------------------------------
   Selling, general and administrative                                    125,934              83,505
- -------------------------------------------------------------------------------------------------------
   Depreciation                                                             7,067               5,795
- -------------------------------------------------------------------------------------------------------
   Interest                                                                 3,167               1,332
- -------------------------------------------------------------------------------------------------------
              Total expenses                                              136,168              90,632

- -------------------------------------------------------------------------------------------------------
              Net (loss)                                               $  (17,256)            (35,028)
                                                                      ===========          ==========

- -------------------------------------------------------------------------------------------------------
Weighted average shares outstanding                                    16,943,388          16,943,388
- -------------------------------------------------------------------------------------------------------
Loss per share                                                              (.001)              (.002)
- -------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

                                      -21-

<PAGE>

- --------------------------------------------------------------------------------
                     NORTH ORLANDO SPORTS PROMOTIONS, INC.
- --------------------------------------------------------------------------------
                      Statements of Stockholders' Equity
- --------------------------------------------------------------------------------
                    Years ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                       Retained
                                          Additional   earnings       Total
                                 Common    paid-in   (accumulated  stockholders'
                                 stock     capital     deficit)       equity
- --------------------------------------------------------------------------------
Balances at December 31, 1996    $ 500      7,500      (15,308)      (7,308)
- --------------------------------------------------------------------------------
Net (loss)                          --         --      (35,028)     (35,028)
- --------------------------------------------------------------------------------
Capital Contribution (see note 2)   --     52,000           --       52,000
- --------------------------------------------------------------------------------
Balances at December 31, 1997      500     59,500      (50,336)       9,664
- --------------------------------------------------------------------------------
Net (loss)                          --         --      (17,256)     (17,256)
- --------------------------------------------------------------------------------
Capital Contribution (see note 2)   --     13,000           --       13,000
- --------------------------------------------------------------------------------
Balances at December 31, 1998    $ 500     72,500      (67,592)       5,408
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------

                                     -22-


<PAGE>


<TABLE>
- ------------------------------------------------------------------------------------
                     NORTH ORLANDO SPORTS PROMOTIONS, INC.
- ------------------------------------------------------------------------------------
                            Statement of Cash Flows
- ------------------------------------------------------------------------------------
                    Years ended December 31, 1998 and 1997
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------
                                                                   1998      1997
- ------------------------------------------------------------------------------------
<S>                                                             <C>        <C>
- ------------------------------------------------------------------------------------
Cash flows used in operating activities:
- ------------------------------------------------------------------------------------
 Net (loss)                                                     $(17,256)  (35,028)
- ------------------------------------------------------------------------------------
 Adjustments to reconcile net (loss) income to net cash used
  in operating activities:
- ------------------------------------------------------------------------------------
   Depreciation                                                    7,067     5,795
- ------------------------------------------------------------------------------------
   Fair Value of services contributed by stockholders             13,000    52,000
- ------------------------------------------------------------------------------------
   Cash provided by (used in) changes in assets
    and liabilities:
- ------------------------------------------------------------------------------------
     Accounts receivable                                           2,340    (3,645)
- ------------------------------------------------------------------------------------
     Inventory                                                   (16,899)  (12,900)
- ------------------------------------------------------------------------------------
     Accounts payable and accrued expenses                         6,652     5,467
- ------------------------------------------------------------------------------------
        Net cash (used in) provided by operating activities       (5,096)   11,689
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Cash flows used in investing activities:
- ------------------------------------------------------------------------------------
 Capital expenditures                                             (3,699)   (5,288)
- ------------------------------------------------------------------------------------
        Net cash used in investing activities                     (3,699)   (5,288)
- ------------------------------------------------------------------------------------
Cash flows from financing activities:
- ------------------------------------------------------------------------------------
 Advances to related parties                                      (6,562)       --
- ------------------------------------------------------------------------------------
 Proceeds from issuance of notes payable to related parties       45,500     4,538
- ------------------------------------------------------------------------------------
 Proceeds from issuance of notes payable                          20,000        --
- ------------------------------------------------------------------------------------
 Principal payments on notes payable to related parties          (28,234)       --
- ------------------------------------------------------------------------------------
 Principal payments on notes payable                             (20,000)  (15,523)
- ------------------------------------------------------------------------------------
        Net cash provided by (used in) financing activities       10,704   (10,985)
- ------------------------------------------------------------------------------------
        Net increase (decrease) in cash and cash equivalents       1,909    (4,584)
- ------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                     1,597     6,181
- ------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $  3,506     1,597
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid during the year for interest                          $  2,097  $  1,236
- ------------------------------------------------------------------------------------
See accompanying notes to financial statements.
- ------------------------------------------------------------------------------------
</TABLE>

                                     -23-

<PAGE>

NORTH ORLANDO SPORTS PROMOTIONS, INC.
Notes to Financial Statements
December 31, 1998 and 1997

(1)  Summary of Significant Accounting Policies

     (a)  Description of Business

          North Orlando Sports Promotion, Inc. (the "Company") operates on-line
          auctions specializing in sports memorabilia. The Company's primary
          site for operations is www.SportsAuction.com., which focuses on the
                                 ----------------------
          collectibles market. The Company generates revenue by procuring
          specialty merchandise at the wholesale level and selling it at retail
          in an on-line format. Examples of typical inventory would include
          autographed memorabilia (photos, football jerseys, balls, hats, etc.),
          sports cards, and other related collectibles. The Company also
          generates commissions revenue through consignment sales of
          memorabilia.

     (b)  Cash and cash equivalents

          The Company considers cash and short-term highly liquid investments
          with original maturities of three months or less to be cash
          equivalents.

     (c)  Inventories

          Inventories are stated at the lower of cost or market. Cost is
          determined principally on the specific identification method.
          Provisions for potentially obsolete or slow-moving inventory is made
          based on management's analysis of inventory levels.

          Consignment inventory is not recorded as inventory by the Company and
          is not placed in an auction until the merchandise is received. If a
          consignment item does not sell in an auction, the Company requests
          that the consignor lower the minimum bid or withdraw the item from the
          auction.

     (d)  Equipment

          Equipment is stated at cost less accumulated depreciation.
          Depreciation of equipment is computed using the straight-line method
          over its estimated useful life of 3 years.

     (e)  Income Taxes

          The Company is considered an S-corporation for federal income tax
          purposes. As such, the Company is not subject to federal income taxes
          directly. Income or loss of the Company passes through to the
          individual stockholders.

     (f)  Revenue Recognition

          The Company sells merchandise to customers under one of two types of
          sales transactions. The Company either purchases merchandise and sells
          it to customers or sells merchandise to customers under consignment
          arrangements and earns a commission.

          Revenue from sales of purchased merchandise is recognized and title
          passes when the Company receives verification of the credit card
          transaction or verification of the check clearing and the related
          merchandise has been shipped.

          Commission income from consignment sales is calculated as a percentage
          of the final sales value at the close of the auction and recognized
          when the Company receives verification of the credit card transaction
          or verification of the check. Commission is paid to the consignor
          after the merchandise has been shipped.

     (g)  Merchandise Return Policy

          The Company guarantees all items to be authentic, including
          consignment items. Any item may be returned within seven days for a
          full refund provided that the item has not been altered.

                                     -24-

<PAGE>

     (h)  Use of Estimates

          Management of the Company has made a number of estimates and
          assumptions relating to the reporting of assets and liabilities and
          the disclosure of contingent assets and liabilities to prepare these
          financial statements in conformity with generally accepted accounting
          principles. Actual results could differ from those estimates.

     (i)  Earning Per Share

          The Company has reflected earnings per share in the accompanying
          statements of operation utilizing the weighted average number of
          shares after giving consideration to the transaction with Lawton -
          York described in note 4 to the financial statements.

     (j)  Comprehensive Income

          In June 1997, the Financial Accounting Standards Board established
          Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
          Comprehensive Income." This Statement establishes standards for
          reporting and display of comprehensive income and its components in a
          full set of financial statements. This Statement requires that an
          enterprise classify items or other comprehensive income by nature in a
          financial statement and display the accumulated balance of other
          comprehensive income separately from retained earnings and additional
          paid-in capital in the equity section of a balance sheet.

          The Company adopted this Statement effective January 1, 1998. The
          Company does not have any components of other comprehensive income
          for the years ended December 31, 1998 and 1997.

(2)  Related Party Transactions

     From January 1, 1997 to March 31, 1998, the Company's officers and
     stockholders (the "Officers") provided administrative, purchasing and
     engineering services to the Company without compensation. Also during 1998
     and 1997, the Company did not incur rental expense as its operations were
     conducted from the personal residences of one of the Company's Officers.
     For the year ended December 31, 1998 and 1997 the Company has included a
     charge to operations amounting to $ 13,000 and $ 52,000 for those services
     with a corresponding capital contribution by the officers.

     During 1998 and 1997, the Officers auctioned collectible merchandise
     through the Company as consignors and did not pay the Company a commission
     for this service.

     At December 31, 1998 and 1997, notes payable bearing interest of 14% and
     due August 31, 1999 in the amount of $34,304 and $5,353, respectively, was
     due to related parties. Subsequent to December 31, 1998, the notes were
     paid off.

(3)  Year 2000 (Unaudited)

     The Company is dependent on computer systems and system applications for
     conducting its ongoing business functions. In 1998, the Company began its
     process of identifying, evaluating and implementing changes to computer
     programs necessary to address the year 2000 issue. This issue involves the
     ability of computer systems that have time sensitive programs to recognize
     properly the year 2000. The inability to do so could result in failures or
     miscalculations, which could disrupt the Company's ability to meet its
     customer and other obligations on a timely basis.

     In addition, the Company is developing contingency plans to address
     perceived risks associated with the Year 2000 effort. These include
     business resumption plans to address the possibility of internal systems
     failures and the possibility of failure of systems or processes outside the
     Company's control. Preparations for the management of the date change will
     continue through 1999.

(4)  Subsequent Events


     Subsequent to December 31, 1998, the Company acquired the net assets of The
     Information SuperHighway Corporation (TISH) in exchange for approximately
     208 shares of the Company's common stock which represented approximately
     29% of the Company's outstanding shares. The acquisition was accounted for
     as a purchase. On the date of acquisition, February 18, 1999, net assets of
     TISH were approximately $10,000.

     Subsequent to December 31, 1998 and the acquisition of TISH described in
     the preceding paragraph, AuctionAnything.com (previously Lawton - York),
     acquired 100% of the Company in exchange for 85%, or 24,003,133 shares of
     the outstanding shares of AuctionAnything.com. As a result, the two
     shareholders of the Company at December 31, 1998 each received 8,471,694
     shares of AuctionAnything.com and the former shareholder of TISH received
     7,059,745 shares of AuctionAnything.com. In anticipation of the
     acquisition, AuctionAnything.com completed a private offering of 1,000,000
     units at an offering price of $.10 per unit. Each unit consisted of one
     share of common stock and one stock purchase warrant. Each stock purchase
     warrant entitled the holder to purchase three shares of common stock of
     AuctionAnything.com for $.30 per share. A total of 4,000,000 shares of
     common stock were issued and sold by AuctionAnything.com for net proceeds
     of approximately $925,000. The proceeds of the offering will be used for
     working capital and to fund the Company's expansion plans.

     Subsequent to the acquisition of the Company by AuctionAnything.com, on
     March 10, 1999, the assets and liabilities of AuctionAnything.com were
     liquidated and the Company became a wholly-owned subsidiary of
     AuctionAnything.com.


Subsequent to December 31, 1998, the Company entered into an operating lease for
office space as well as assuming an operating lease in conjunction with the
purchase of the assets of TISH. The future minimum lease payments under these
non-cancelable operating leases are as follows:

        Year ending December 31,
     ------------------------------
            1999                                           $  7,634
            2000                                             10,904
            2001                                              3,300
                                                           --------
       Total minimum lease payments                        $ 21,838
                                                           ========



                                      -25-
<PAGE>


                           AUCTIONANYTHING.COM, INC.

                           Statements of Operations

    Eleven months ended December 31, 1999, one month ended January 31, 1999
                     and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                (unaudited)          (unaudited)
                                                               Eleven months          One month
                                                                   ended                ended           Year ended
                                                                December 31,         January 31,       December 31,
                                                                    1999                1999               1998
                                                               -------------         -----------       ------------
<S>                                                            <C>                   <C>               <C>
Revenues:
    Auction sales                                               $   536,242              52,391             399,392
    Internet service revenue                                         66,817                 --                  --
    Internet business solutions                                       3,171                 --                  --
    Commission income                                                 2,997               1,018              10,031
                                                                ------------         -----------       -------------
                                                                    609,227              53,409             409,423
Cost of sales                                                       476,431              31,418             290,511
                                                                ------------         -----------       -------------
               Gross profit                                         132,796              21,991             118,912
                                                                ------------         -----------       -------------

Operating  expenses:
    Selling, general and administrative expenses                    733,508              20,792             125,934
    Depreciation and amortization expense                            69,032                 401               7,067
    Interest                                                          1,461                 --                3,167
                                                                ------------         -----------       -------------
               Total operating expenses                             804,001              21,193             136,168
                                                                ------------         -----------       -------------
    Interest Income                                                  12,246                 --                  --
                                                                ------------         -----------       -------------
               Net income (loss)                                $  (658,959)                798             (17,256)
                                                                ============         ===========       =============

Weighted average shares outstanding                              26,571,465          16,943,388          16,943,388
                                                                ============         ===========       =============
Income (loss) per share                                         $   (0.0248)             0.0000             (0.0010)
                                                                ============         ===========       =============
</TABLE>


See accompanying notes to financial statements.

<PAGE>


                           AUCTIONANYTHING.COM, INC.

                      Statements of Stockholders' Equity

    Eleven months ended December 31, 1999, one month ended January 31, 1999
                     and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                           Retained
                                                                 Additional                earnings                  Total
                                                                   paid-in              (accumulated             stockholders'
                                            Common stock           capital                 deficit)                 equity
                                            ------------       ---------------       --------------------        -------------
<S>                                         <C>                <C>                   <C>                         <C>
Balances at December 31, 1997                   $    500               59,500                    (50,336)              9,664

Net loss                                             --                   --                     (17,256)            (17,256)

Capital contribution (note 2)                        --                13,000                        --               13,000
                                            ------------       ---------------       --------------------        -------------
Balances at December 31, 1998                        500               72,500                    (67,592)              5,408

Net income (unaudited)                               --                   --                         798                 798
                                            ------------       ---------------       --------------------        -------------
Balances at January 31, 1999 (unaudited)             500               72,500                    (66,794)              6,206

Capital contribution (unaudited)                  27,739            1,109,053                        --            1,136,792

Net loss (unaudited)                                 --                   --                    (658,959)           (658,959)
                                            ------------       ---------------       --------------------        -------------
Balances at December 31, 1999 (unaudited)       $ 28,239            1,181,553                   (725,753)            484,039
                                            ============       ===============       ====================        =============
</TABLE>

See accompanying notes to financial statements.

<PAGE>


                           AUCTIONANYTHING.COM, INC.

                                 Balance Sheets

                     December 31, 1999, January 31, 1999
                             and December 31, 1998

<TABLE>
<CAPTION>


                                                                         (unaudited)            (unaudited)
                                                                         December 31,           January 31,       December 31,
                                 Assets                                     1999                   1999               1998
                                                                        -------------          -----------        ------------
<S>                                                                     <C>                    <C>                <C>
Current assets:
     Cash and cash equivalents                                          $    166,744                2,804              3,506
     Accounts receivable                                                      15,368                  --               1,983
     Inventory                                                               112,961               44,002             39,886
     Prepaid and Other assets                                                 37,579                   --                 --
     Due from related parties                                                     --                  253              6,988
                                                                        ------------           ----------         ----------
              Total current assets                                           332,652               47,059             52,363

Equipment, less accumulated depreciation of $29,585
     at December 31, 1999 and $401 for the one month
     ended January 31, 1999                                                   42,728                7,681              8,082
Goodwill, net                                                                145,528                  --                  --
                                                                        ------------           ----------         ----------
                                                                        $    520,908               54,740             60,445
                                                                        ============           ==========         ==========
              Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued expenses                              $     36,869               14,230             20,733
     Due to related party                                                         --               34,304             34,304
                                                                        ------------           ----------         ----------
              Total current liabilities                                       36,869               48,534             55,037
                                                                        ------------           ----------         ----------
Stockholders' equity:
  Common stock, par value $.001; 50,000,000 shares
    authorized, 28,238,980 issued and outstanding
    at December 31, 1999, and par value $1; 500 shares
    authorized, issued and outstanding at
    January 31 1999                                                           28,239                  500                500
  Additional paid-in capital                                               1,181,553               72,500             72,500
  Accumulated deficit                                                       (725,753)             (66,794)           (67,592)
                                                                        ------------           ----------         ----------
              Total stockholders' equity                                     484,039                6,206              5,408
                                                                        ------------           ----------         ----------
                                                                        $    520,908               54,740             60,445
                                                                        ============           ==========         ==========
</TABLE>


See accompanying notes to financial statements.
<PAGE>


                           AUCTIONANYTHING.COM, INC.

                           Statements of Cash Flows

    Eleven months ended December 31, 1999, one month ended January 31, 1999
                     and the year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                              (unaudited)        (unaudited)
                                                                             Eleven months        One month
                                                                                 ended              ended             Year ended
                                                                              December 31,       January 31,          December 31,
                                                                                  1999              1999                 1998
                                                                             -------------      -------------        -------------
<S>                                                                          <C>                 <C>                  <C>
Cash flows used in operating activities:
   Net income (loss)                                                         $  (658,959)               798              (17,256)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
        Depreciation and amortization                                             69,032                401                7,067
        Fair Value of services contributed by stockholders                                                                13,000
        Cash provided by (used in) changes in assets
          and liabilities:
            Accounts receivable                                                  (15,368)             1,983                2,340
            Inventory                                                            (68,959)            (4,116)             (16,899)
            Other assets                                                         (37,579)                --                6,652
            Accounts payable and accrued expenses                                 22,639             (6,503)                  --
            Due to/from related parties                                              253              6,735                   --
                                                                             -----------          ---------             --------
              Net cash used in operating activities                             (688,941)              (702)              (5,096)
                                                                             -----------          ---------             --------
Cash flows used in investing activities:
   Capital expenditures                                                          (48,107)                --               (3,699)
                                                                             -----------          ---------             --------
              Net cash used in investing activities                              (48,107)                --               (3,699)
                                                                             -----------          ---------             --------
Cash flows from financing activities:
   Advances to related parties                                                        --                 --               (6,562)
   Proceeds from issuance of notes payable to related parties                         --                 --               45,500
   Proceeds from issuance of notes payable                                            --                 --               20,000
   Principal payments on notes payable                                                                                   (20,000)
   Principal payments on notes payable to related parties                        (34,304)                --              (28,234)
   Proceeds from issuance of common stock                                        935,292                 --                   --
                                                                             -----------          ---------             --------
              Net cash provided by financing activities                          900,988                 --               10,704
                                                                             -----------          ---------             --------
              Net increase in cash and cash equivalents                          163,940               (702)               1,909
Cash and cash equivalents at beginning of period                                   2,804              3,506                1,597
                                                                             -----------          ---------             --------
Cash and cash equivalents at end of period                                   $   166,744              2,804                3,506
                                                                             ===========          =========             ========
Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                                  $     1,461                 --                3,167
                                                                             ===========          =========             ========
Supplemental disclosure of non-cash investing and
   financing activities:
     Goodwill generated from stock issued in TISH acquisition                $   201,500                 --                   --
                                                                             ===========          =========             ========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

AUCTIONANYTHING.COM
Notes to Financial Statements
December 31, 1999 and 1998
(Unaudited)

(1)  Summary of Significant Accounting Policies

     (a)  Description of Business

          AuctionAnything.com, Inc. (the "Company") operates on-line auctions
          specializing in sports memorabilia. The Company's primary site for
          operations is www.SportsAuction.com., which focuses on the
                        ----------------------
          collectibles market. The Company generates revenue by procuring
          specialty merchandise at the wholesale level and selling it at retail
          in an on-line format. Examples of typical inventory would include
          autographed memorabilia (photos, football jerseys, balls, hats, etc.),
          sports cards, and other collectibles such as Beanie Babies. The
          Company also generates commissions revenue through consignment sales
          of memorabilia.


          The Company purchased the net assets of The Information Superhighway
          Corporation ("TISH") on February 18, 1999 (see note 4). The
          accompanying Statements of Operations include the operations of TISH
          from February 19, 1999 through December 31, 1999.

     (b)  Cash and Cash Equivalents

          The company considers cash and short-term highly liquid investments
          with original maturities of three months or less to be cash
          equivalents.

     (c)  Inventories

          Inventories are stated at the lower of cost or market. Cost is
          determined principally on the specific identification method.
          Provisions for potentially obsolete or slow-moving inventory is made
          based on management's analysis of inventory levels.

          Consignment inventory is not recorded as inventory by the Company and
          is not placed in an auction until the merchandise is received. If a
          consignment item does not sell in an auction, the Company requests
          that the consignor lower the minimum bid or withdraw the item from the
          auction.

     (d)  Equipment

          Equipment is stated at cost less accumulated depreciation.
          Depreciation of equipment is computed using the straight-line method
          over its estimated useful life of 3 years. Depreciation expense was
          $13,461 for the twelve months ended December 31, 1999.

     (e)  Income Taxes

          The Company was considered an S-corporation for federal income tax
          purposes through March 9, 1999. As such, the Company was not subject
          to federal income taxes directly. Income or loss of the Company passed
          through to the individual stockholders. Effective March 10, 1999, the
          Company is considered a C-corporation for federal income tax purposes.

          Income taxes are accounted for under the asset and liability method.
          Deferred tax assets and liabilities are recognized for the future tax
          consequences attributable to differences between the financial
          statement carrying amounts of existing assets and liabilities and
          their respective tax bases, and tax credit carryforwards. Deferred tax
          assets and liabilities are measured using enacted tax rates expected
          to apply to taxable income in the years in which those temporary
          differences are expected to be recovered or settled. The effect on
          deferred tax assets and liabilities of a change in tax rates is
          recognized in income in the period that includes the enactment date.

     (f)  Revenue Recognition

                                      -30-

<PAGE>

          The Company sells merchandise to customers under one of two types of
          sales transactions. The Company either purchases merchandise and sells
          it to customers or sells merchandise to customers under consignment
          arrangements and earns a commission.

          Revenue from sales of purchased merchandise is recognized and title
          passes when the Company receives verification of the credit card
          transaction or verification of the check clearing and the related
          merchandise has been shipped.

          Commission income from consignment sales is calculated as a percentage
          of the final sales value at the close of the auction and recognized
          when the Company receives verification of the credit card transaction
          or verification of the check. Commission is paid to the consignor
          after the merchandise has been shipped.


          Internet service revenue is recognized on a pro rata basis over the
          term of the contract.

     (g)  Merchandise Return Policy

          The Company guarantees all items to be authentic, including
          consignment items. Any item may be returned within seven days for a
          full refund provided that the item has not been altered.

     (h)  Use of Estimates

          Management of the Company has made a number of estimates and
          assumptions relating to the reporting of assets and liabilities and
          the disclosure of contingent assets and liabilities to prepare these
          financial statements in conformity with generally accepted accounting
          principles. Actual results could differ from those estimates.

     (i)  General

          The financial statements of the Company as of and for the twelve month
          period ended December 31, 1999 have not been audited. In the
          opinion of management, the unaudited financial statements include all
          adjustments and accruals necessary to present fairly the Company's
          financial position at December 31, 1999 and the results of its
          operations for the twelve months ended December 31, 1999. Results for
          interim periods are not necessarily indicative of the results to be
          expected for any future period.

     (2)  Related Party Transactions

     During 1999, the Officers auctioned collectible merchandise through the
     Company as consignors and did not pay the Company a commission for this
     service.

     Notes payable bearing interest of 14% with a balance of $34,304 were paid
     in full to related parties on March 31, 1999.

     (3)  Year 2000

     The Company is dependent on computer systems and system applications for
     conducting its ongoing business functions. In 1998, the Company began its
     process of identifying, evaluating and implementing changes to computer
     programs necessary to address the year 2000 issue. This issue involves the
     ability of computer systems that have time sensitive programs to recognize
     properly the year 2000. The inability to do so could result in failures or
     miscalculations, which could disrupt the Company's ability to meet its
     customer and other obligations on a timely basis.

     In addition, the Company is developing contingency plans to address
     perceived risks associated with the Year 2000 effort. These include
     business resumption plans to address the possibility of internal systems
     failures and the possibility of failure of systems or processes outside the
     Company's control. Preparations for the management of the date change will
     continue through 1999.


(4)  Acquisitions

     On March 10, 1999, the Company closed a transaction (the "Reverse Merger")
     by which it acquired 100% of the outstanding capital stock of North Orlando
     Sports Promotions, Inc., a privately held Florida Corporation ("NOSP") from
     the shareholders of NOSP. As consideration for this acquisition, the
     Company issued 24,003,133 shares of its common stock, $.001 par value (the
     "Common Stock"), which amounted to approximately 85% of the Company's
     outstanding Common Stock, to the three former shareholders of NOSP. Also,
     prior to the closing of the transaction, the Company sold substantially all
     of its pre-acquisition assets to its majority pre-acquisition shareholder
     in exchange for his assignment to the Company of 747,116 shares of common
     stock and his assumption of all of the Company's pre-acquisition
     liabilities.

     Auction Anything.com. Inc. has elected to adopt the fiscal year of its
     legal acquirer, the Lawton - York Corporation. As a consequence, the
     Company's fiscal year end is January 31.

     Prior to the Reverse Merger, NOSP acquired the net assets of TISH in
     exchange for approximately 208 shares of NOSP common stock. These shares
     were exchanged for 7,059,745 shares of the Company's common stock as part
     of the Reverse Merger. The acquisition was accounted for as a purchase. On
     the date of the acquisition, the net assets of TISH were approximately
     $10,000 and goodwill of approximately $200,000 was recorded. The Company is
     amortizing this goodwill over a three year period on a straight line basis.
     The amortization figure has been included in the Statement of Operations
     under the heading Depreciation and Amortization expense. For the twelve
     months ended December 31, 1999 amortization expense is $55,972.

                                      -31-


<PAGE>


     In anticipation of the acquisition, the Company completed a private
     offering of 1,000,000 units at an offering price of $.10 per unit. Each
     unit consists of one share of common stock and one stock purchase warrant.
     Each stock purchase warrant entitled the holder to purchase three shares of
     common stock of the Company for $.30 per share. A total of 4,000,000 shares
     of common stock were issued and sold by the Company for net proceeds of
     approximately $925,000. The proceeds of the offering will be used for
     working capital and to fund the Company's expansion plans.

(5)  Leases

     During 1999, the Company entered into an operating lease for office space.
     The future minimum lease payments under these non-cancelable operating
     leases are as follows:

<TABLE>
<CAPTION>
                                                                Operating
              Twelve months ending December 31,                   leases
              ---------------------------------                 ----------
              <S>                                               <C>
                           2000                                     10,904
                           2001                                      3,300
                                                                ----------

                   Total minimum lease payments                 $   17,618
                                                                ==========
</TABLE>

(6)  Income Taxes

     The following is a reconciliation between expected income tax benefit and
     actual using the applicable statutory federal income tax rate of 34% and
     applicable state of Florida income tax rate of 5.5% for the twelve month
     period ended December 31, 1999:

<TABLE>
           <S>                                              <C>
           Expected tax benefit                             $  259,974
           Allowance                                          (259,974)
                                                            -----------
                                                            $       --
                                                            ===========
</TABLE>

     The tax effect of temporary differences that give rise to deferred tax
     assets as of December 31, 1999 are as follows:

<TABLE>
           <S>                                              <C>
           Deferred tax asset:
              Net operating loss                            $  259,974
              Less allowance                                  (259,974)
                                                            -----------

                   Total                                    $        --
                                                            ===========
</TABLE>

     In assessing the realizability of deferred tax assets, management considers
     whether it is more likely than not that some portion or all of the deferred
     tax assets will not be realized. The ultimate realization of deferred tax
     assets is dependent upon the generation of future taxable income during the
     periods in which those temporary differences become deductible. Management
     considers the projected future taxable income and tax planning strategies,
     as well as carryback opportunities, in making this assessment. Based upon
     the level of historical taxable income, projections for future taxable
     income over the periods in which the deferred tax assets are deductible,
     management believes it is more likely than not the Company will not realize
     the benefits of these deductible differences.


                                      -32-



<PAGE>




                    THE INFORMATION SUPERHIGHWAY CORPORATION

                              Financial Statements

                               December 31, 1998


                  (With Independent Auditors' Report Thereon)
<PAGE>




                          Independent Auditors' Report



To The Shareholder
The Information Superhighway Corporation:


We have audited the accompanying balance sheet of The Information Superhighway
Corporation as of December 31, 1998 and the related statements of operations,
stockholder's equity and cash flows for the year then ended.  These financial
statements are the responsibility of the Corporation's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Information Superhighway
Corporation as of December 31, 1998 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.


                                        /s/ KPMG LLP
                                        ------------------
                                        KPMG LLP


Orlando, Florida
March 3, 2000
<PAGE>


<TABLE>
<CAPTION>
                   THE INFORMATION SUPERHIGHWAY CORPORATION
                                Balance Sheets

                          December 31, 1998 and 1997
                                                                              (Unaudited)
                  Assets                                           1998           1997
                                                                  -------        ------
<S>                                                               <C>            <C>
Current assets:
 Accounts receivable                                              $ 6,857         4,475
 Prepaid expenses                                                     611           193
 Other current assets                                                 350           350
                                                                  -------        ------
       Total current assets                                         7,818         5,018
Equipment, less accumulated depreciation of $16,157 in 1998
 and $9,813 in 1997                                                 6,074        12,418
                                                                  -------        ------
                                                                  $13,892        17,436
                                                                  =======        ======
            Liabilities and Stockholder's Equity
Current liabilities:
 Accounts payable and accrued expenses                            $ 8,569         9,596
                                                                  -------        ------
       Total current liabilities                                    8,569         9,596
                                                                  -------        ------
Stockholder's equity:
 Common stock, par value $1; 100 shares authorized, issued
   and outstanding                                                    100           100
 Additional paid-in capital                                        27,417        27,417
 Accumulated deficit                                              (22,194)      (19,677)
                                                                  -------        ------
       Total stockholder's  equity                                  5,323         7,840
                                                                  -------        ------
                                                                  $13,892        17,436
                                                                  =======        ======
See accompanying notes to financial statements.
</TABLE>


                                      -35-
<PAGE>


                   THE INFORMATION SUPERHIGHWAY CORPORATION

                           Statements of Operations

                    Years ended December 31, 1999 and 1998
                                                              (Unaudited)
                                                     1998         1997
                                                   --------      -------
Revenue                                            $202,135      137,849
                                                   --------      -------
                                                    202,135      137,849
                                                   --------      -------
Expenses:
 Salaries, wages and employee benefits              128,644       58,319
 Telephone, voice and data                           43,680       30,561
 Computer supplies                                   11,489       18,064
 Depreciation                                         6,344        6,594
 Automobile                                           3,264        6,878
 Travel and entertainment                             2,345        3,806
 Rent                                                 2,299        2,452
 Domain registration fees                             1,554        1,500
 Insurance                                            1,209          204
 Miscellaneous                                        3,824        7,687
                                                   --------      -------
        Total expenses                              204,652      136,065
                                                   --------      -------
        Net income (loss)                          $ (2,517)       1,784
                                                   ========      =======

See accompanying notes to financial statements.

                                      -36-
<PAGE>


                   THE INFORMATION SUPERHIGHWAY CORPORATION

                      Statements of Stockholder's Equity

                    Years ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                       Additional                          Total
                                                        Common          paid-in          Accumulated    stockholder's
                                                        stock           capital            deficit         equity
                                                        ------         ----------        -----------    -------------
<S>                                                     <C>            <C>               <C>            <C>
Balances at December 31, 1996 (unaudited)                $100            27,417            (21,461)         6,056

Net income (unaudited)                                     --                --              1,784          1,784
                                                         ----            ------            -------         ------
Balances at December 31, 1997 (unaudited)                 100            27,417            (19,677)         7,840

Net loss                                                   --                --             (2,517)        (2,517)
                                                         ----            ------            -------         ------
Balances at December 31, 1998                            $100            27,417            (22,194)         5,323
                                                         ====            ======            =======         ======
</TABLE>

See accompanying notes to financial statements.


                                     -37-

<PAGE>


                   THE INFORMATION SUPERHIGHWAY CORPORATION

                           Statements of Cash Flows

                    Years ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                         (Unaudited)
                                                                             1998           1997
                                                                           -------         ------
<S>                                                                        <C>                <C>
Cash flows used in operating activities:
    Net income (loss)                                                      $(2,517)         1,784
    Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation                                                          6,344          6,594
       Cash provided by (used in) changes in assets and liabilities:
       Accounts receivable                                                  (2,382)          (400)
       Prepaid expenses                                                       (418)           --
       Accounts payable and accrued expenses                                (1,027)        (8,644)
                                                                           -------         ------
       Net cash used in operating activities                                   --            (666)
                                                                           -------         ------
Cash flows used in investing activities:
    Capital expenditures                                                       --          (4,625)
                                                                           -------         ------
            Net cash used in investing activities                              --          (4,625)
                                                                           -------         ------
            Net increase in cash and cash equivalents                          --          (5,291)

Cash and cash equivalents at beginning of year                                 --           5,291
                                                                           -------         ------
Cash and cash equivalents at end of year                                   $   --             --
                                                                           =======         ======
See accompanying notes to financial statements.
</TABLE>


                                      -38-
<PAGE>


                    THE INFORMATION SUPERHIGHWAY CORPORATION

                              Financial Statements

                               December 31, 1998



(1) Summary of Significant Accounting Policies

    (a)  Description of Business

         The Information Superhighway Corporation (the "Company") a Florida
         corporation, was formed in 1995.

    (b)  Revenue Recognition

         Revenue consists of internet connection, web hosting and consulting
         services which are recognized on a pro rata basis over the term of the
         contract.

    (c)  Equipment

         Equipment is stated at cost less accumulated depreciation. Depreciation
         of equipment is determined using the straight-line method over its
         estimated useful life of 3 years. Depreciation expense amounted to
         $6,344 in 1998.

    (d)  Income Taxes

         The Company is considered an S-corporation for federal income tax
         purposes. As such, the Company is not subject to federal income taxes
         directly. Income or loss of the Company passes through to the
         individual stockholders.

    (e)  Use of Estimates

         Management of the Company has made a number of estimates and
         assumptions relating to the reporting of assets and liabilities and the
         disclosure of contingent assets and liabilities to prepare these
         financial statements in conformity with generally accepted accounting
         principles. Actual results could differ from those estimates.

                                     - 39 -
<PAGE>


                   THE INFORMATION SUPERHIGHWAY CORPORATION

                             Financial Statements

                               December 31, 1998


(2)  Leases

     During 1997, the Company entered into an operating lease for office space.
     The future minimum lease payments under this non-cancelable lease as of
     December 31, 1998 is summarized as follows:


                                                               Operating
             Year ending December 31,                            leases
        -----------------------------------                  -------------

                    1999                                        $  2,507
                    2000                                           1,672
                                                                ----------

             Total minimum lease payments                       $  4,179
                                                                ==========


(3)  Year 2000 (Unaudited)

     The Company is dependent on computer systems and system applications for
     conducting its ongoing business functions. In 1998, the Company began its
     process of identifying, evaluating and implementing changes to computer
     programs necessary to address the year 2000 issue. This issue involves the
     ability of computer systems that have time sensitive programs to recognize
     properly the year 2000. The inability to do so could result in failures or
     miscalculations, which could disrupt the Company's ability to meet its
     customer and other obligations on a timely basis.

     In addition, the Company is developing contingency plans to address
     perceived risks associated with the Year 2000 effort. These include
     business resumption plans to address the possibility of internal systems
     failures and the possibility of failure of systems or processes outside the
     Company's control.


(4)  Subsequent Events

     Subsequent to December 31, 1998, the Company's assets were acquired by
     North Orlando Sports Promotions, Inc. ("NOSP") in exchange for
     approximately 208 shares of the NOSP's common stock. The acquisition was
     accounted for as purchase. On the date of acquisition, February 18, 1999,
     assets amounted to approximately $10,000.


                                     - 40 -
<PAGE>

                   THE INFORMATION SUPERHIGHWAY CORPORATION

                       Pro Forma Statement of Operations

                         Years ended December 31, 1998

The following is a pro forma statement of operations as if the TISH acquisition
occurred on January 1, 1998:
<TABLE>
<CAPTION>

                                                       NOSP                       TISH                 Pro forma         Pro forma
                                                       1998                       1998              adjustments (1)         1998
                                                      --------                   -------            ---------------      ---------
<S>                                                   <C>                        <C>                <C>                  <C>
Revenue:
  Sales                                               $399,392                        --                      --           399,392
   Internet service revenue                                 --                   202,135                  (7,744)          194,391
   Commission income                                    10,031                        --                      --            10,031
                                                      --------                   -------                  ------          --------
                                                       409,423                   202,135                  (7,744)          603,814
Cost of sales                                          290,511                        --                      --           290,511
                                                      --------                   -------                  ------          --------
 Gross profit                                          118,912                   202,135                  (7,744)          313,303

Expenses:
 Selling, general and administrative                   125,934                   198,308                  (7,744)          316,498
 Depreciation and amortization                           7,067                     6,344                  67,167            80,578
 Interest                                                3,167                        --                      --             3,167
                                                      --------                   -------                  ------          --------
        Total expenses                                 136,168                   204,652                  59,423           400,234
                                                      --------                   -------                  ------          --------
        Net loss                                      $(17,256)                   (2,517)                (67,167)          (86,940)
                                                      ========                   =======                  ======          ========
</TABLE>

- ----------

(1) Pro forma adjustments consist of the elimination of internet services that
    were provided by TISH to NOSP during the year ended December 31, 1998 and
    the addition of a full year's amortization expense associated with the
    goodwill related to the TISH acquisition.

                                    - 41 -
<PAGE>


PART III

ITEM 1- INDEX TO EXHIBITS

                                      -42-



<PAGE>



<TABLE>
<CAPTION>
Exhibit          Page
Number           Number                     Description
- ------           ------                     -----------
<S>              <C>        <C>
2.1                         -   Certificate of Incorporation of the Company and
                                all Amendments thereto (filed with Form 10-SB on
                                October 28, 1999, and incorporated herein by
                                reference)
2.2                         -   Bylaws of the Company (filed with Form 10-SB on
                                October 28, 1999, and incorporated herein by
                                reference)
3.1                         -   Article Fourth of the Certificate of
                                Incorporation of the Company, as amended (filed
                                with Form 10-SB on October 28, 1999, and
                                incorporated herein by reference)
3.2                         -   Articles II, V and VI of the Bylaws of the
                                Company (filed with Form 10-SB on October 28,
                                1999, and incorporated herein by reference)
6.1                         -   Office Lease dated May 10, 1999, between the
                                Company and Tradewinds Office Building (filed
                                with Form 10-SB on October 28, 1999, and
                                incorporated herein by reference)
6.2                         -   Acquisition Agreement dated February 18, 1999,
                                among the Company, North Orlando Sports
                                Promotions, Inc., and the Shareholders of North
                                Orlando Sports Promotions, Inc. (filed with
                                Form 10-SB on October 28, 1999, and
                                incorporated herein by reference)
6.3                         -   Asset Purchase Agreement dated February 18,
                                1999, between North Orlando Sports Promotions,
                                Inc., and The Information SuperHighway
                                Corporation (filed with Form 10-SB on October
                                28, 1999, and incorporated herein by reference)
6.4                         -   Form of Stock Purchase Warrant dated March 17,
                                1999 (filed with Form 10-SB On January   , 2000
                                and incorporated herein by reference)
10.1                        -   Consent of KPMG LLP (filed with Form 10-SB/A on
                                November 11, 1999, and incorporated herein by
                                reference)
</TABLE>
ITEM 2- DESCRIPTION OF EXHIBITS

          The documents listed in Item 1- Index to Exhibits, other than Exhibit
6.4, which is attached hereto, were attached to the initial filing or first
amended filing of this registration statement as exhibits and are incorporated
herein by this reference. Exhibit 2.1 consists of the Certificate of
Incorporation of the Company on file with the Secretary of State of Delaware,
together with all amendments thereto to date. Exhibit 2.2 is the current Bylaws
of the Company. Exhibits 3.1 and 3.2 are those portions of Exhibits 2.1 and 2.2
that describe the rights of the Company's security holders. Exhibits 3.1 and 3.2
are not filed herewith as separate exhibits, but they are referred to in the
Index to Exhibits in order to identify where such information may be found in
Exhibits 2.1 and 2.2. Exhibit 6.1 is the Office Lease that is described in Item
3 of Part I of this registration statement. Exhibit 6.2 is the Acquisition
Agreement that is first described in the Corporate History section of Item 1 of
Part I of this registration statement. Exhibit 6.3 is the Asset Purchase
Agreement that is first described in Item 7 of Part I of this registration
statement. Exhibit 6.4 is the form of Stock Purchase Warrant that is first
described in the Selected Balance Sheet Items section of Item 2 of Part I of
this registration statement. Exhibit 10.1 is the consent of KPMG LLP.

                                      -43-


<PAGE>


                                  SIGNATURES


       In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                    AUCTIONANYTHING.COM, INC.



Date: May 9, 2000                   By: /s/ Raymond J. Hotaling III
                                        ----------------------------------------
                                        Raymond J. Hotaling III, President

                                      -44-



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