U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended JANUARY 31, 2001

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from ____________ to ____________

         Commission file number:  0-27865
                                  -------

                            AUCTIONANYTHING.COM, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                   DELAWARE                                        13-264091
       -------------------------------                       -------------------
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                       Identification No.)

35 W. PINE STREET, SUITE 211, ORLANDO, FLORIDA                      32801
----------------------------------------------                      -----
   (Address of Principal Executive Offices)                       (Zip Code)

         Issuer's telephone number (407) 481-2140

         Securities registered pursuant to Section 12(b) of the Securities
         Exchange Act:  NONE

         Securities registered pursuant to section 12(g) of the Securities
         Exchange Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

         Yes [X]           No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $195,706

The aggregate market value of the 4,787,563 shares of Common Stock held by
non-affiliates was $149,611 as of March 1, 2001. For purposes of the foregoing
calculation only, each of the issuer's officers and directors is deemed to be an
affiliate. The market value of the shares was calculated based on the reported
last price of shares traded on the National Quotation Bureau on March 1, 2001.

As of March 1, 2001, 28,790,696 shares of the issuer's Common Stock were
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

          Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

Certain statements contained in this Annual Report on Form 10-KSB constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown risks,
uncertainties and other factors that may cause the Company or its industry's
actual results, levels of activity, performance or achievements to be materially
different than any expressed or implied by these forward-looking statements. In
some cases the reader can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other comparable terminology.

Although the Company's management believes that the expectations in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements.

BUSINESS DEVELOPMENT

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 "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
owned 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

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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.

The Company 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.

There has been no bankruptcy, receivership or similar proceeding with respect to
the Company.

BUSINESS OF ISSUER

THE INTERNET BASED TRADING MARKET

The Internet offers the opportunity to create a compelling global marketplace
that overcomes the limitations associated with traditional retail practices. 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 potential market
opportunity for an Internet-based, centralized trading place that applies the
unique attributes of the Internet to facilitate business-to-business,
business-to-consumer and person-to-person trading.

GENERAL BUSINESS

AuctionAnything.com, Inc. (the "Company") operates a variety of internet-related
services. Currently, the Company has three main revenue generating operations,
which are provided collectively by AuctionAnything.com, Inc. and North Orlando
Sports Promotions, Inc. ("NOSP"), a wholly owned subsidiary of
AuctionAnything.com, Inc.: 1) Internet Business Solutions (IBS): a service which
establishes and hosts auction, E-commerce and/or other dynamically driven web
sites for other businesses and organizations primarily in both the
business-to-business and business-to-consumer markets; 2) A company owned
auction/E-commerce web site (WWW.SPORTSAUCTION.COM) that has been licensed out
to a third party fulfillment house by the name of Memories and Memorabilia,
Inc.; and 3) an Internet service provider (ISP) service, known as Tish.net.

AUCTIONANYTHING.COM

The Company owns and operates AuctionAnything.com, an online
business-to-business, business-to-consumer and person-to-person e-commerce
network website. The website is located at HTTP://WWW.AUCTIONANYTHING.COM. This
site serves as a centralized website 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 either an auction hosted
by the Company or at a fixed price through an E-commerce storefront web site.

The Company considers itself to be an Internet application service provider
(ASP) because it provides Internet-based application services (primarily
electronic commerce) to its clients (primarily other businesses). The Company
builds, hosts and maintains advanced web sites for its clients and generates
revenues via a combination of setup fees/deposits, commissions on sales and
monthly hosting fees. The majority of these sites are built around
AuctionAnything.com's Internet auction and/or E-commerce

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software. The Company offers product lines referred to as Internet Business
Solutions (IBS), which consist of a variety of Internet E-Commerce tools and
Internet E-commerce sites (storefronts) referred to as EcartPlus sites.
Furthermore, the Company offers a line of custom developed, dynamically driven
web sites for a variety of business applications.

INTERNET BUSINESS SOLUTIONS

Internet Business Solutions (IBS) is a business-to-consumer,
business-to-business and/or person-to-person service whereby the Company
establishes and then hosts auctions, storefront and/or other dynamically driven
web sites for other businesses. This service was designed for businesses whose
product inventory has a relatively high-turnover rate particularly those that
sell items that can be shipped easily. 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 setup fee, and a monthly support fee and/or a percentage of the
successful sales.

Most IBS web sites appear on and are accessed through the AuctionAnything.com
website. Also, AuctionAnything.com registered users (members) are automatically
registered to participate in all IBS sites. As of January 31, 2001, there were
approximately twenty IBS solution sites found at the AuctionAnything.com
website.

The Company will tailor services to meet the needs of each client. Each client
has its own unique organizational structure, approach to purchasing and
purchasing objectives. The Company works with each client to identify the
portions of their purchases that are best suited for the Company's market making
approach, and the Company designs a program of services that meets the client's
needs.

The Company's current plan is to continue to market its IBS program to
businesses that could potentially benefit from the online business-to-business
and business-to-consumer markets. While these services have gained some market
acceptance, the marketplace is difficult to penetrate and there is intense
competition.

PERSON-TO-PERSON SERVICES

Currently on a number of AuctionAnything.com websites, the Company gives
individuals interested in selling their own merchandise the opportunity to list
their items as consignments. This service has been offered free of charge with
no limits on the number of items listed. These free services have helped to grow
the AuctionAnything.com network of buyers and sellers.

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 less than 15 clients.
There are no immediate plans to solicit new clients for these services and the
Company expects these services to be discontinued in the near future.

REVENUE SOURCES

INTERNET BUSINESS SOLUTIONS

Internet Business Solutions (IBS) is a service whereby the Company establishes
and hosts auctions, storefront and/or other dynamically driven web sites for
other businesses. As of January 31, 2001, the Company has established about 20
IBS sites, the majority of which were auction sites. For setting up an IBS, the
Company typically charges a setup fee ranging from $0 to $2500. Furthermore, the
Company typically charges a recurring monthly support fee ranging from $50 to
$600 per month on most IBS sites.


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<PAGE>

SPORTSAUCTION.COM

SportsAuction.com is an IBS site owned by the Company. The Company currently
licenses this site to Memories and Memorabilia, Inc. of Orlando, Florida.
Memories and Memorabilia provide the inventory and ensures fulfillment of all
SportsAuction orders. The Company charges Memories and Memorabilia a monthly
licensing fee.

TISH.NET

Tish.net offers Internet services (ISP) for less than 15 clients. There are no
immediate plans to solicit new clients for these services and the Company
expects these services to be discontinued in the near future. 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
$1,400 per month for access and hosting services, and other services are
provided based on hourly rates.

COMPETITION

The market for business-to-business, business-to-customer and person-to-person
trading over the Internet is extremely 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 for relatively low
cost using commercially available software. The Company currently or potentially
competes with a large number of other substantial companies. The Company
believes that its main competition comes from a number of portal auction sites,
such as Ebay, uBid, Yahoo and Amazon, and networks of online
business-to-business, business-to-consumer and person-to-person auction
services, such as the FairMarket, FreeMarkets, Ariba and Bidland networks, which
combine the services of competing auction sites, thereby exposing items to a
larger number of buyers. The Company potentially faces competition from a number
of larger online communities and services that have expertise in developing
online commerce and in facilitating online business-to-consumer and
person-to-person interaction. Certain of these potential competitors, including
Amazon.com, AOL, Microsoft and Yahoo! currently offer a variety of
business-to-consumer services and classified ad services, along with
person-to-person trading to their large user populations. Competitive pressures
created by any one of these companies, or by the Company's competitors
collectively, could have a material adverse effect on the Company's business,
results of operation 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, security and
system reliability. The most forward-looking companies will understand the
potential of Internet-based business-to-consumer, business-to-business, and
business-to-government/institution E-xchanges (networks) that provide vertical
marketplaces. 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. The Company's
primary line of defense against the competition is to provide the best value to
all participants within its network. The Company's fundamental customer service
strategy is to provide competent, timely and passionate service to all of its
clientele. It is believed that this strategy will enable the Company to
differentiate itself from its competition.

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


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effect on its business, results of operation 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 operation and financial condition. The adoption of any such laws of
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 or 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 was
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 operation 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 such imposition will not have a material adverse effect on the
Company's business, results of operation 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 operation 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 claims
that the Company is required to qualify to do business as a foreign corporation
in a particular state or foreign county. Failure by the Company to


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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 contract in such
jurisdictions. Any such new legislation or regulation, or the application of
laws or regulation 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 operation and financial condition.

RESEARCH AND DEVELOPMENT EXPENSES

The Company has determined that the inception of the research and development
stage was at the time of the TISH acquisition, February 18, 1999. Unique
software has been developed during this time to enhance the Company's Internet
network. In order to arrive at a reasonable figure for the capitalization of
this software, it was determined when each technical employee began working on
the project, and the percent of time each individual spent on development. An
allocated payroll figure was obtained by figuring the percent of direct labor
time of the total payroll for each individual. As of January 31, 2001, total
allocated payroll of software development was $46,600, which has been
capitalized as equipment. During the year ended January 31, 2001, $23,300 has
been depreciated.

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 January 31, 2001, the Company had three employees, including two in
business development and administration and one in product 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.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

The following risk factors and other information included in this report should
be carefully considered. The risks and uncertainties described below are not the
only ones faced by the Company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occurs, our business, results
of operation and financial condition could be materially adversely affected.

LIMITED OPERATING HISTORY MAKES EVALUATING THE BUSINESS AND FUTURE PROSPECTS
DIFFICULT

AuctionAnything.com, Inc. has a very limited operating history. The company, in
its current structure, was founded in 1999. Because the operating history is so
limited, it is very difficult to evaluate the business and any future prospects.
The Company will confront risks and difficulties frequently encountered by
companies in an early stage of commercial development in new and rapidly
evolving markets. In order to overcome these risks and difficulties, the Company
must, among other things: - execute the business and marketing strategy
successfully; - increase the number of buyers that use the online auction
services; - attract a sufficient number of suppliers to participate in the
online auctions to sustain competitive auctions; - enter into long-term
agreements with clients who have utilized the Company's services under initial
short-term agreements; - upgrade the technology and information processing
systems so that the Company can create a wider variety and greater number of
online auctions; and - continue to attract, hire,


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motivate and retain qualified personnel. If the Company fails to achieve these
objectives, it may not realize sufficient revenues or net income to succeed.

SIGNIFICANTLY MORE CASH USED THAN GENERATED

Since inception, the Company's operating and investing activities have used more
cash than they have generated. Because of the continued need for substantial
amounts of working capital to fund the growth of the business, the Company
expects to continue to experience significant negative operating and investing
cash flows for the foreseeable future. The Company may need to raise additional
capital in the future to meet the operating and investing cash requirements. The
Company may not be able to find additional financing, if required, on favorable
terms or at all. If additional funds are raised through the issuance of equity,
equity-related or debt securities, these securities may have rights, preferences
or privileges senior to those of the rights of the common stock, and the
stockholders may experience additional dilution to their equity ownership.

ANTICIPATED FUTURE LOSSES

AuctionAnything.com, Inc. experienced losses for the fiscal year ended January
31, 2001 as a result of the Company's efforts to invest in the actual and
anticipated growth of the business. Profitability will depend on whether
revenues can be increased while controlling expenses. The Company may not
achieve profitability in the future, or sustain any future profitability.

CURRENT CLIENTS OR PROSPECTIVE CLIENTS MAY ESTABLISH THEIR OWN
BUSINESS-TO-BUSINESS AND/OR BUSINESS-TO-CONSUMER EXCHANGES

In recent months, many industrial companies have announced their intentions to
establish their own business-to-business and/or business-to-consumer exchanges.
These exchanges may provide auction functionality and other services similar to
the Company's and may diminish the need for services from the Company. It is not
known, the effect that these exchanges may have on the market for online auction
services, it is possible that the existence of these exchanges, or even the
anticipated existence of planned exchanges, may result in the Company losing
clients and revenue and may impair the Company's ability to grow the business.

PURCHASERS MAY NOT ADOPT THE ONLINE AUCTION METHOD OF PURCHASING AT LEVELS
SUFFICIENT TO SUSTAIN THE COMPANY'S BUSINESS

Online auction services are a novel method of purchasing, which potential
clients may not adopt. If not enough consumers adopt the auction method of
purchasing, then the Company's business could be harmed. In order to accept the
Company's method, buyers must adopt new purchasing practices that are different
from their traditional practices. Moreover, buyers must be willing to rely less
upon personal relationships in making purchasing decisions. The Company cannot
assure the client that enough consumers will choose to adopt this method or do
so at sufficient levels to sustain the business.

CLIENTS MAY NOT PURCHASE THE COMPANY'S SERVICES IF SIGNIFICANT SAVINGS CANNOT BE
GENERATED

If the Company's online auction services increase the efficiency of any
particular supply market, the future likelihood of significant savings to the
clients in that market may decrease. Factors beyond control may limit the
Company's ability to generate savings. If the magnitude of savings in particular
product categories decreases, the Company may have difficulty in the future
selling the auction services to buyers in those markets, or attracting willing
suppliers in other markets, either of which will reduce revenues and net income.


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THE COMPANY'S QUARTERLY OPERATING RESULTS ARE VOLATILE AND DIFFICULT TO PREDICT;
IF THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS OR INVESTORS FAIL, THE MARKET
PRICE OF THE COMMON STOCK MAY DECLINE

The Company's quarterly operating results have varied significantly in the past
and will likely vary significantly in the future. It is believed that
period-to-period comparisons of the Company's results of operations are not
meaningful, and should not be relied upon as indicators of future performance.
The operating results will likely fall below the expectations of securities
analysts or investors in some future quarter or quarters. The Company's failure
to meet these expectations may result in a decrease in the market price of the
common stock. The Company's quarterly revenues often fluctuate because of
dependence on a relatively small number of clients.

THE COMPANY MAY NOT BE ABLE TO HIRE OR RETAIN QUALIFIED STAFF

If adequate qualified and skilled staff cannot be acquired and retained, the
business will suffer. The ability to provide services to clients and grow the
business depends, in part, on the Company's ability to attract and retain staff
with college and graduate degrees as well as professional experiences that are
relevant for market making, technology development and other functions that are
performed. Competition for personnel with these skills is intense. Some
technical job categories are under conditions of severe shortage in the United
States. In addition, restrictive immigration quotas could prevent the Company
from recruiting skilled staff from outside the United States. The Company may
not be able to recruit or retain the caliber of staff required to carry out
essential functions at the pace necessary to sustain or grow the business.

THE CAPACITY CONSTRAINTS OF PERSONNEL AND TECHNOLOGY RESOURCES MAY LIMIT GROWTH

If the Company is unable to undertake new business due to a shortage of staff or
technology resources, growth will be impeded. The Company's focus is on small to
mid-size companies as clients. At times, these clients ask for large projects
that put a strain on resources, both in terms of people and technology. At the
same time, penetration of new product categories often requires that significant
databases of new information be created. This, too, often requires a substantial
amount of time from the market making and technical staffs. If the staff does
not have the time to find and assimilate this new information, the Company may
not be able to extend services to new product categories. Therefore, there may
be times when opportunities for revenue growth may be limited by the capacity of
internal resources rather than by the absence of market demand.

OTHER BUSINESSES OR TECHNOLOGIES MAY BE ACQUIRED WHICH ARE UNABLE TO BE
INTEGRATED WITH THE BUSINESS, OR MAY IMPAIR FINANCIAL PERFORMANCE

If appropriate opportunities present themselves, additional businesses,
technologies, services or products may be acquired that the Company believes are
strategic, and any such acquisitions may be material in size. The Company may
not be able to identify, negotiate or finance any future acquisition
successfully. Even if successful in acquiring a business, technology, service or
product, the Company has no experience in integrating an acquisition into the
existing business. The process of integration may produce unforeseen operating
difficulties and expenditures and may absorb significant attention of management
that would otherwise be available for the ongoing development of current
business. Moreover, the benefits that are anticipated from a future acquisition
might not be achieved. If future acquisitions are made, shares of stock may be
issued that dilute other stockholders, incur debt, assume contingent liabilities
or create additional expenses related to amortizing goodwill and other
intangible assets, any of which might harm financial results and cause the stock
price to decline. Any financing that might be needed for future acquisitions may
only be available on terms that restrict the Company's business or that impose
costs that reduce net income.


                                       9
<PAGE>

THE SALES CYCLE IS LONG AND UNCERTAIN AND MAY NOT RESULT IN REVENUES; FACTORS
BEYOND CONTROL MAY AFFECT THE DECISION TO PURCHASE THE COMPANY'S SERVICES

The sales cycle is long, typically taking from one to nine months from initial
client contact until a contract is signed. Not every potential client that is
solicited actually purchases services. Because a new method of purchasing is
being offered, potential clients must be educated on the use and benefits of the
Company's services. A significant amount of time must be invested with multiple
decision makers in a prospective client's organization to sell the services.
Other factors that contribute to the length and uncertainty of the sales cycle
and that may reduce the likelihood that clients will purchase the Company's
services include: budgeting constraints; incentive structures that do not reward
decision makers for savings achieved through cost-cutting; the strength of
pre-existing supplier relationships; and an aversion to new purchasing methods.
If the Company is unable to enter into service agreements with clients on a
consistent basis, then the business may suffer from diminished revenues.

FACTORS BEYOND CONTROL COULD RESULT IN DISAPPOINTING AUCTION RESULTS;
DISAPPOINTED CLIENTS MAY CANCEL THEIR AGREEMENTS

The actual savings achieved in any given auction vary widely and depend upon
many factors beyond control. These factors include: the current state of supply
and demand in the supply market for the products being auctioned; the past
performance of a client's purchasing organization in negotiating favorable terms
with suppliers; the willingness of a sufficient number of qualified suppliers to
bid for business using the Company's auction services; reductions in the number
of suppliers in particular markets due to mergers, acquisitions or suppliers
exiting from supply industries; and seasonal and cyclical trends that influence
all industrial purchasing decision making. Because factors beyond control affect
a client's perception of the value of the Company's services, clients may cancel
service agreements, even if the Company has performed well. Any cancellation of
service agreements may reduce revenues and net income.

FAILURES OF HARDWARE SYSTEMS OR SOFTWARE COULD UNDERMINE CLIENTS' CONFIDENCE IN
THE COMPANY'S RELIABILITY

A significant disruption in the online auction service could seriously undermine
the Company's clients' confidence in the business. IBS clients hold the Company
to a high standard of reliability and performance. From time to time, service
interruptions during online auctions have been experienced. Circumstances beyond
the Company's control may cause an interruption of service to occur in the
future. During these disruptions, participants may lose their online connection
or bids may not be received in a timely manner. Any interruptions in service may
undermine actual and potential clients' confidence in the reliability of the
business. Conducting an online auction requires the successful technical
operation of an entire chain of software, hardware and telecommunications
equipment. This chain includes our software, the personal computers and network
connections of bidders, our network servers, operating systems, databases and
networking equipment such as routers. A failure of any element in this chain can
partially or completely disrupt an online auction. Some of the elements set
forth above are beyond control of the Company, such as Internet connectivity and
software, hardware and telecommunications equipment purchased from others.
Frequent auction participants from outside North America may use older or
inferior technologies, which may not operate properly. In addition, hardware and
software are potentially vulnerable to interruption from power failures,
telecommunications outages, network service outages and disruptions, natural
disasters, and vandalism and other misconduct. Business interruption insurance
would not compensate the Company fully for any losses that may result from these
disruptions.

THE LOSS OF KEY EXECUTIVES WOULD DISRUPT BUSINESS

The loss of any member of key management team would significantly disrupt the
Company's business. The leadership and vision of key members of the senior
management team, including Martin M. Meads, Chief Executive Officer, and Raymond
J. Hotaling, President, is considered critical to the Company's success. Mr.
Hotaling was an original founder of North Orlando Sports Promotions, and he and
Mr. Meads have been instrumental in the management and growth of
AuctionAnything.com, Inc. The loss of either of these executives could disrupt
the Company's growth or result in lost revenues or a decrease in net income.


                                       10
<PAGE>

IF TECHNOLOGY IS NOT CONTINUALLY IMPROVED, THE BUSINESS WILL SUFFER

The Company's services and the business-to-business and business-to-consumer
electronic commerce markets are characterized by rapidly changing technologies
and frequent new product and service introductions. The Company may fail to
introduce new online auction technology on a timely basis or at all. If the
company fails to introduce new technology or to improve existing technology in
response to industry developments, clients could experience frustration that
could lead to a loss of revenues. The Company's online auction technology is
complex, and accordingly may contain undetected errors or defects that cannot be
fixed. In the past, software errors have been discovered in new versions of our
software after their release. Reduced market acceptance of the Company's
services or software due to errors or defects in technology would harm the
business by reducing revenues.

IF CLIENTS' CONFIDENTIAL INFORMATION IS NOT ADEQUATELY MAINTAINED, THE COMPANY'S
REPUTATION COULD BE HARMED AND COULD INCUR LEGAL LIABILITY

Any breach of security relating to the Company's clients' confidential
information could result in legal liability for the Company and a reduction in
use or cancellation of IBS online auction services, either of which could
materially harm the business. Company personnel receive highly confidential
information from buyers and suppliers that is stored in Company files and on
Company computer systems. However, current security procedures to protect
against the risk of inadvertent disclosure or intentional breaches of security
might fail to adequately protect information that the Company is obligated to
keep confidential. The Company may not be successful in adopting more effective
systems for maintaining confidential information, so exposure to the risk of
disclosure of the confidential information of others may grow with increases in
the amount of information in the Company's possession. If the Company fails to
adequately maintain clients' confidential information, some clients could end
their business relationships and the Company could be subject to legal
liability.

THE MARKET FOR BUSINESS-TO-BUSINESS AND BUSINESS-TO-CONSUMER ELECTRONIC COMMERCE
PRODUCTS AND SERVICES IS INTENSELY COMPETITIVE

As one of a number of companies providing services or products to the market for
business-to-business and business-to-consumer electronic commerce, the Company
faces the risk that existing and potential clients may choose to purchase
competitors' services. If they do, then revenues and net income will be reduced.
For a more detailed discussion of the competitive environment, please see
"Business--Competition".

BUSINESS WILL SUFFER IF PROSPECTIVE CLIENTS DO NOT ACCEPT ELECTRONIC COMMERCE
AND THE INTERNET AS A MEANS OF PURCHASING

IBS online auction services depend on the increased acceptance and use of the
Internet as a medium of commerce. The Company's business will suffer if
potential clients do not accept electronic commerce and the Internet as a means
of purchasing. Business-to-business and business-to-consumer electronic commerce
is a new and emerging business practice that remains somewhat untested in the
marketplace. Rapid growth in the use of the Internet and electronic commerce is
a recent phenomenon. As a result, acceptance and use may not continue to develop
at recent rates and a sufficiently broad base of business clients may not adopt
or continue to use the Internet as a medium of commerce. Demand for and market
acceptance of services and products recently introduced over the Internet are
subject to a high level of uncertainty, and few proven services and products yet
exist. Electronic commerce may not prove to be a viable medium for
business-to-business purchasing for the following reasons, any of which could
seriously harm the business: - the necessary infrastructure for Internet
communications may not develop adequately; - buyer clients and suppliers may
have security and confidentiality concerns; - complementary products, such as
high-speed modems and high-speed communication lines, may not be developed; -
alternative purchasing solutions may be implemented; - buyers may dislike a
reduction in the human contact that traditional purchasing methods provide; -
use of the Internet and other online services may not continue to increase or
may increase more slowly than expected; - the development or adoption


                                       11
<PAGE>

of new standards and protocols may be delayed; and - new and burdensome
governmental regulations may be imposed.

SECURITY RISKS AND CONCERNS MAY DETER THE USE OF THE INTERNET FOR CONDUCTING
COMMERCE

Concern about the security of the transmission of confidential information over
public networks is a significant barrier to electronic commerce and
communication. Advances in computer capabilities, new discoveries in the field
of cryptography or other events or developments could result in compromises or
breaches of Internet security systems that protect proprietary information. If
any well-publicized compromises of security were to occur, they could
substantially reduce the use of the Internet for commerce and communications.
Anyone who circumvents the Company's security measures could misappropriate
proprietary information or cause interruptions in services or operations. The
Company's activities involve the storage and transmission of proprietary
information, such as confidential buyer and supplier specifications. The
Internet is a public network, and data is sent over this network from many
sources. In the past, computer viruses have been distributed and have rapidly
spread over the Internet. Computer viruses could be introduced into the
Company's systems or those of the clients or suppliers, which could disrupt
online auction technology or make it inaccessible to IBS clients or suppliers.
The Company may be required to expend significant capital and other resources to
protect against the threat of, or to alleviate problems caused by, security
breaches and the introduction of computer viruses. The Company's security
measures may be inadequate to prevent security breaches or combat the
introduction of computer viruses, either of which may result in loss of data,
increased operating costs, litigation and possible liability.

INTELLECTUAL PROPERTY MUST BE ADEQUATELY PROTECTED OR COMPETITORS MAY BE ABLE TO
DUPLICATE THE COMPANY'S SERVICES

The Company relies in part upon proprietary technology to conduct auctions. The
Company's failure to adequately protect intellectual property rights could harm
the business by making it easier for competitors to duplicate its IBS services.
The Company has also obtained certain marks, domain names and logos, but these
protections may not be adequate. Although it is a requirement for each employee
to enter into a confidentiality agreement, these agreements may not
satisfactorily safeguard the intellectual property against unauthorized
disclosure. AuctionAnything.com, Inc. cannot be certain that third parties will
not infringe or misappropriate the Company's proprietary rights or that third
parties will not independently develop similar proprietary information. Any
infringement, misappropriation or independent development could harm future
financial results. In addition, effective patent, trademark, copyright and trade
secret protection may not be available in every country where online auction
services are provided. The Company may, at times, have to incur significant
legal costs and spend time defending trademarks and copyrights. Any defense
efforts, whether successful or not, would divert both time and resources from
the operation and growth of the business. There is also significant uncertainty
regarding the applicability to the Internet of existing laws regarding matters
such as property ownership, patents, copyrights and other intellectual property
rights. Legislatures adopted the vast majority of these laws prior to the advent
of the Internet and, as a result, these laws do not contemplate or address the
unique issues of the Internet and related technologies. It cannot be certain
what laws and regulations may ultimately affect the business or intellectual
property rights.

OTHERS MAY ASSERT THAT THE COMPANY'S TECHNOLOGY INFRINGES THEIR INTELLECTUAL
PROPERTY RIGHTS

AuctionAnything.com, Inc. does not believe that any infringement is made on the
proprietary rights of others, and to date, no third parties have notified the
Company of infringement, but the Company may be subject to infringement claims
in the future. The defense of any claims of infringement made against the
Company by third parties could involve significant legal costs and require
management to divert time from the business operations. Either of these
consequences of an infringement claim could have a material adverse effect on
operating results. If the Company is unsuccessful in defending any claims of
infringement, the Company may be forced to obtain licenses or to pay royalties
to continue to use the technology. Necessary licenses may not be obtainable on
commercially reasonable terms or at all. If the Company fails to obtain
necessary licenses or other rights, or if these licenses are too costly,
operating


                                       12
<PAGE>

results may suffer either from reductions in revenues through the inability to
serve clients or from increases in costs to license third-party technology.

OTHERS MAY REFUSE TO LICENSE IMPORTANT TECHNOLOGY TO THE COMPANY OR MAY INCREASE
THE FEES THEY CHARGE FOR THIS TECHNOLOGY

The Company relies on third parties to provide some software and hardware, for
which fees are paid. This software has been readily available, and to date no
significant fees have been paid for its use. These third parties may increase
their fees significantly or refuse to license their software or provide their
hardware to the Company. While other vendors may provide the same or similar
technology, it cannot be certain that the required technology can be obtained on
favorable terms, if at all. If the required technology is unable to be obtained
at a reasonable cost, growth prospects and operating results may be harmed
through impairment of the Company's ability to conduct business or through
increased cost.

FUTURE GOVERNMENT REGULATION OF THE INTERNET AND ONLINE AUCTIONS MAY ADD TO
OPERATING COSTS

Like many Internet-based businesses, AuctionAnything.com, Inc. operates in an
environment of tremendous uncertainty as to potential government regulation. The
Company believes that it is not currently subject to direct regulation of online
commerce, other than regulations applicable to businesses generally. However,
the Internet has rapidly emerged as a commerce medium, and governmental agencies
have not yet been able to adapt all existing regulations to the Internet
environment. Laws and regulations may be introduced and court decisions reached
that affect the Internet or other online services, covering issues such as user
pricing, user privacy, freedom of expression, access charges, content and
quality of products and services, advertising, intellectual property rights and
information security. In addition, because the Company's services are offered
worldwide and facilitate sales of goods to clients globally, foreign
jurisdictions may claim requirements are needed to comply with their laws. Any
future regulation may have a negative impact on the business by restricting the
method of operation or imposing additional costs. As an Internet company, it is
unclear in which jurisdictions business is actually being conducted. The failure
to qualify to do business in a required jurisdiction could subject the Company
to fines or penalties and could result in the inability to enforce contracts in
that jurisdiction. Numerous jurisdictions have laws and regulations regarding
the conduct of auctions and the liability of auctioneers. The Company does not
believe that these laws and regulations, which were enacted for consumer
protection many years ago, apply to online auction services. However, one or
more jurisdictions may attempt to impose these laws and regulations on the
operations in the future.

THE COMPANY MAY BECOME SUBJECT TO CERTAIN SALES AND OTHER TAXES THAT COULD
ADVERSELY AFFECT BUSINESS

The imposition of sales, value-added or similar taxes could diminish the
competitiveness and harm the Company's business. Sales tax collection
obligations may be required in the future.

THE STOCK PRICE IS VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
STOCKHOLDERS

The market price for the Company's common stock is highly volatile and subject
to wide fluctuations in response to the risks described above and many other
factors, some of which are beyond control. The market prices for stocks of
Internet companies and other companies whose businesses are heavily dependent on
the Internet have generally proven to be highly volatile, and particularly so in
recent periods.

SUBSTANTIAL SALES OF COMMON STOCK IN THE FUTURE COULD CAUSE THE STOCK PRICE TO
FALL

Most of the outstanding shares are currently restricted from resale, but some
may be sold into the market at any time. Sales of these shares into the market
could cause the market price of the common stock to drop significantly, even if
the business is doing well.


                                       13
<PAGE>

ITEM 2 - DESCRIPTION OF PROPERTY

OFFICE SPACE

The Company leases approximately 1061 square feet of office space at 35 West
Pine Street, Suites 211, 226 and 227, Orlando, Florida 32801. Suites 211 and 226
are renting at the current rate of $769 per month and Suite 211 rents at the
current rate of $209. The lease on Suite 211 and 226 expires on May 9, 2001 and
the lease for Suite 227 has already expired. Currently, the facility is adequate
for the Company's operations. The Company expects to continue to operate at its
current facility on a month-to-month basis after its lease expires.

OTHER

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

ITEM 3 - LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings.

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

The Company has submitted no matters to a vote of security holders during the
fourth quarter of the fiscal year ended January 31, 2001, through the
solicitation of proxies or otherwise.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

As of January 31, 2001, the Company had 28,790,696 shares of Common Stock issued
and outstanding 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 tradable over the counter. On March 9,
2000 the Company's stock was temporarily removed from the OTC Bulletin Board for
not completely clearing comments with the SEC with respect to its filed
registration statement on Form 10-SB. On May 24, 2000, the Company's stock was
re-listed on the OTC Bulletin Board.

The Common Stock of the Company has been traded on the over-the-counter market
since September 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 third quarter of 1998
are as follows:

                                         1998

                           High                      Low

3rd Quarter 1998           4/43 (0.093)              4/43 (0.093)

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


                                       14
<PAGE>

                                         1999

                           High                      Low

1st Quarter 1999           2-23/32 (2.71875)         4/43 (0.093)

2nd Quarter 1999           3 (3.000)                 3/4(0.75)

3rd Quarter 1999           1-11/32 (1.34375)         15/32 (0.46875)

4th Quarter 1999           31/32 (0.96875)           1/8 (0.125)


                                         2000

                           High                      Low

1st Quarter 2000           1- 1/32 (1.03125)         1/2 (0.50)

2nd Quarter 2000           7/8 (0.875)               1/8 (0.125)

3rd Quarter 2000           15/32 (0.46875)           1/16 (0.0625)

4th Quarter 2000           27/128 (0.2109375)        1/32 (0.03125)


Note: The Company's fiscal year end is January 31, therefore, the end of the
first quarter is April 30, the end of the second quarter is July 31, and the end
of the third quarter is October 31.

The quotations above reflect reported historical quotes obtained from
Bigcharts.com, without retail markup, mark down or commission, and may not
represent actual transactions.

According to the Company's transfer agent, as of January 31, 2001 the Company
had 175 Shareholders on record of its Common Stock. 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.

RECENT SALES OF UNREGISTERED SECURITIES

On or about July 7, 2000, the Company concluded a private offering of securities
in reliance upon the exemption from registration requirements provided for in
the Securities Act of 1933, as amended (the "Securities Act") including
Regulation D, promulgated thereunder. The Company sold 468,750 shares of Common
stock, par value $0.001, for $0.16 per share, for a total investment of $75,000,
to one investment entity that executed a subscription agreement in which such
investor represented, among other things, that it was an accredited investor, as
such term is defined in the Securities Act. No underwriting discounts or
commissions were paid.


                                       15
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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 develop and 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 business-to-business and business-to-consumer hosted
auction and E-commerce sites will grow; and (iii) the market will accept the
Company's new products 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

AuctionAnything.com, Inc. (the "Company") operates a variety of internet-related
services. Currently, the Company has three main revenue generating operations,
which are provided collectively by AuctionAnything.com, Inc. and North Orlando
Sports Promotions, Inc. ("NOSP"), a wholly owned subsidiary of
AuctionAnything.com, Inc.: 1) Internet Business Solutions (IBS): a service which
establishes and hosts auction, E-commerce and/or other dynamically driven web
sites for other businesses and organizations primarily in both the
business-to-business and business-to-consumer markets; 2) A company owned
auction/E-commerce web site (WWW.SPORTSAUCTION.COM) that has been licensed out
to a third party fulfillment house by the name of Memories and Memorabilia,
Inc.; and 3) an Internet service provider (ISP) service, known as Tish.net.

FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION

To date, the Company has incurred substantial costs to create, introduce and
enhance its services, and to grow its business. Consequently, it has incurred
operating losses in each fiscal quarter since it was formed. The Company expects
operating losses and negative cash flows to continue for the foreseeable future.
It may also incur additional costs and expenses related to technology, marketing
or acquisitions of businesses and technologies to respond to changes in this
rapidly changing industry. These costs could have an adverse effect on the
Company's future financial condition or operating results. See "Liquidity and
Capital Resources."

As a result of the Company's focus on the business development of its Internet
Business Solutions (IBS) suite of products, the Company has experienced a
significant decrease in sales of company-owned inventory during the twelve-month
period ending January 31, 2001. As of July 31, 2000, the Company had sold its
entire existing inventory. As of April 1, 2001, the Company had not purchased
any additional inventory since July 31, 2000 and currently has no plans to do so
in the future. Furthermore, during the twelve months ended January 31, 2001, the
Company continued its planned de-emphasis on its Internet Service Provider (ISP)
business leading to a decline in revenue in this business line.

As a result of the Company's inability to generate positive cash flow, the
Company has depleted substantially all of its available cash and is facing
continuing losses. See "Liquidity and Capital Resources."

The Company's financial position and results of operations are subject to
fluctuations due to a variety of factors. The Company's historical results of
operations are not necessarily indicative of future results.


                                       16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company continued to experience operating expenses that use more cash than
they generate in the three months ending January 31, 2001. These losses follow
the historic and documented inability of the Company to generate positive cash
flow (as discussed, for example, in the Company's Form 10-QSB for the quarter's
ending April 30, 2000, July 31, 2000 and October 31, 2000 filed on June 14,
2000, September 14, 2000 and December 14, 2000, respectively). Consequently, the
Company has depleted substantially all of its available cash and is facing
continuing losses.

During the three months ending January 31, 2001, the Company had conducted
discussions with a number of equity and debt financing sources, but had been
unable to arrange suitable financing on satisfactory terms. Consequently, the
Company has scaled back its operations (primarily payroll) and intends to
continue to operate as it actively pursues all financial alternatives, including
the sale of the Company. If additional funds are raised through the issuance of
equity, equity-related or debt securities, these securities may have rights,
preferences or privileges senior to those of the rights of the common stock, and
the stockholders may experience additional dilution to their equity ownership.

PLAN OF OPERATION

Due to its continuing losses, the Company is focused on its pursuit of all
financing alternatives, including the sale of the Company, as discussed in
"Liquidity and Capital Resources." Until such an alternative is implemented, the
Company intends to continue its everyday business until such point that it is no
longer possible to sustain operations.

SELECTED BALANCE SHEET ITEMS

Since inception, the Company's operating and investing activities have used more
cash than they have generated. AuctionAnything.com, Inc. experienced losses for
the fiscal year ended January 31, 2001 as a result of the Company's efforts to
invest in the actual and anticipated growth of the business. Because of the
continued need for substantial amounts of working capital to fund the growth of
the business, the Company expects to continue to experience significant negative
operating and investing cash flows for the foreseeable future, which have had a
significant impact on the balance sheet items.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents decreased from $144,011 at January 31, 2000 to $2,719
at January 31, 2001. This decrease resulted from the inability of the Company to
generate a positive cash flow and continued monthly net losses.

ACCOUNTS RECEIVABLE

Accounts receivable increased from $6,288 at January 31,2000 to $12,639 at
January 31, 2001. This increase was due to increased Internet business solutions
sales volumes.

INVENTORY

Inventory decreased from $58,077 at January 31, 2000 to $0 at January 31, 2001.
This decrease resulted from the discontinuation of the sale of company-owned
inventory. The Company liquidated its entire remaining inventory during this
time frame and has not purchased any additional inventory.

OTHER ASSETS

Other assets decreased from $18,041 at January 31,2000 to $0 at January 31,
2001. This decrease resulted principally from the amortization of prepaid
expenses.


                                       17
<PAGE>

DUE FROM RELATED PARTIES

Due from related parties decreased from $3,487 at January 31, 2000 to $0 at
January 31, 2001. This decrease resulted from the Company writing this amount
off as not collectable.

EQUIPMENT

Equipment decreased from $78,467 at January 31, 2000 to $41,445 at January 31,
2001. This change resulted from depreciation recorded during the year and the
sale of assets no longer needed in the daily course of business.

GOODWILL

Goodwill decreased from $139,931 at January 31, 2000 to $0 at January 31, 2001.
This decrease is due to the amortization recorded during the year.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses increased from $31,070 at January 31, 2000
to $118,632 at January 31, 2001. This increase resulted primarily from deferred
salaries for the CEO and President of the Company, who have stopped receiving
regular paychecks to alleviate the Company of the cash flow burden. These
amounts, however, have been recorded as an accrued expense.

UNEARNED REVENUE

Unearned revenue decreased from $3,000 at January 31, 2000 to $2,035 at January
31, 2001. This decrease was due to IBS client commissions recognized as revenue.

COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

Common stock and additional paid-in capital increased from $28,322 and
$1,181,553 respectively at January 31, 2000 to $28,791 and $1,256,084
respectively at January 31, 2001. This change resulted principally from the sale
of additional securities in July 2000.

RESULTS OF OPERATIONS FISCAL YEAR ENDED JANUARY 31, 2001 TO YEAR ENDED JANUARY
31, 2000

AUCTION SALES

Auction sales decreased from $519,033 during the fiscal year ended January 31,
2000 to $74,151 during the fiscal year ended January 31, 2001. This decrease
resulted principally from the discontinuation of the sale of company-owned
inventory in 2000.

INTERNET BUSINESS SOLUTIONS

Internet business solutions revenue increased from $8,685 for the fiscal year
ended January 31, 2000 to $58,820 for the fiscal year ended January 31, 2001.
This increase resulted primarily from the addition of new Internet Business
Solutions clients.

INTERNET SERVICE REVENUE

Internet service revenue decreased from $71,754 for the fiscal year ended
January 31, 2000 to $36,260 during the fiscal year ended January 31, 2001. This
decrease resulted from the gradual discontinuation of this portion of the
business.


                                       18
<PAGE>

CUSTOM DEVELOPMENT FEES

Custom development fees increased from $0 for the fiscal year ended January 31,
2000 to $26,475 for the fiscal year ended January 31, 2001 This increase
resulted primarily from the introduction of the Internet Business Solutions and
the increased need for site customization from the Company's clients.

COMMISSION INCOME

Commission income decreased from $4,015 for the fiscal year ended January 31,
2000 to $0 for the fiscal year ended January 31, 2001. This decrease resulted
since the Company now offers this service free of charge in order to attract
more customers to the network.

COST OF SALES AND COST OF INTERNET CONNECTIONS

Cost of sales decreased from $514,268 during the fiscal year ended January 31,
2000 to $87,213 during the fiscal year ended January 31, 2001. This decrease
resulted from the discontinuation of the sale of company-owned inventory and no
additional inventory purchases.

OPERATING EXPENSES

Operating expenses decreased from $745,544 for the fiscal year ended January 31,
2000 to $491,031 for the fiscal year ended January 31, 2001. This decrease
resulted principally from the decrease in salaries and employee benefits from
$410,743 during the fiscal year ended January 31, 2000 to $306,310 in the fiscal
year ended January 31, 2001. As of January 31, 2000 the company had twelve
employees. As of January 31, 2001, the number of employees had decreased to
three. Professional fees decreased from $120,345 for the fiscal year ended
January 31, 2000 to $102,323 for the fiscal year ended January 31, 2001.
Advertising fees decreased from $75,647 for the fiscal year ended January 31,
2000 to $17,512 for the fiscal year ended January 31, 2001 and insurance expense
decreased from $37,566 for the fiscal year ended January 31, 2000 to $18,383 for
the fiscal year ended January 31, 2001. All of these decreases are due to the
cutbacks the Company has made in order to improve the cash flow.

OTHER INCOME

Other income decreased from $12,856 at the fiscal year ended January 31, 2000 to
$2,718 for the fiscal year end January 31, 2001. This decrease was the result of
less Company funds deposited in interest bearing checking accounts.

DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation and amortization expense increased from $83,919 for the fiscal year
ended January 31, 2000 to $172,417 for the fiscal year ended January 31, 2001.
This increase resulted principally from the complete amortization during the
fiscal year ending January 31, 2001 of the goodwill due to the NOSP acquisition
of TISH in 1999.

CAPITAL LOSSES

Capital losses increased from $0 for the fiscal year ended January 31, 2000 to
$859 for the fiscal year ended January 31, 2001. This increase resulted from the
sale of assets at a price less than their net book value during the year ended
January 31, 2001.

INTEREST

Interest expense decreased from $1,461 for the fiscal year ended January 31,
2000 to $0 for the fiscal year ended January 31, 2001. This decrease resulted
principally due to the payment in March 1999 of the amount due to related
parties, which bore interest.

RISKS ASSOCIATED WITH THE YEAR 2000

As of the date of filing, the Company has not realized any adverse effects from
the Year 2000 roll over.


                                       19
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS




                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Shareholders
    AuctionAnything.com, Inc. and subsidiary:


We have audited the accompanying consolidated balance sheets of
AuctionAnything.com, Inc. and subsidiary as of January 31, 2001 and 2000 and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AuctionAnything.com,
Inc. and subsidiary at January 31, 2001 and 2000 and the results of their
operations and their cash flows for each of the years in the period then ended
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring losses from operations
and has net capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

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

May 11, 2001
Orlando, FL


                                       21

<PAGE>

                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets

                           January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                        2001               2000
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
ASSETS
Current assets:
      Cash and cash equivalents                                      $     2,719       $   144,011
      Accounts receivable                                                 12,639             6,288
      Inventory                                                               --            58,077
      Other assets                                                            --            18,041
      Due from related parties                                                --             3,487
                                                                     -----------       -----------
            Total current assets                                          15,358           229,904

Equipment, less accumulated depreciation of  $66,116 in 2001
      and $54,563  in 2000                                                41,445            78,467
Goodwill, net                                                                 --           139,931
                                                                     -----------       -----------
                                                                     $    56,803           448,302
                                                                     ===========           =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued expenses                          $   118,632            31,070
      Unearned revenue                                                     2,035             3,000
                                                                     -----------       -----------
            Total current liabilities                                    120,667            34,070
                                                                     -----------       -----------

Stockholders' equity:
      Common stock, par value $.001; 50,000,000 shares
         authorized, 28,790,696 and 28,321,946 issued and
         outstanding at January 31, 2001 and 2000, respectively           28,791            28,322
      Additional paid-in capital                                       1,256,084         1,181,553
      Accumulated deficit                                             (1,348,739)         (795,643)
                                                                     -----------       -----------
            Total stockholders'  equity                                  (63,864)          414,232
                                                                     -----------       -----------
                                                                     $    56,803           448,302
                                                                     ===========           =======
</TABLE>


See accompanying notes to consolidated financial statements.


                                       22
<PAGE>

                   AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                    Consolidated Statements of Operations

                    Years ended January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                               YEAR ENDED
                                                    -------------------------------
                                                     JANAURY 31,        JANAURY 31,
                                                        2001               2000
                                                    ------------       ------------
<S>                                                 <C>                     <C>
Revenues:
     Auction sales                                  $     74,151            519,033
     Internet business solutions                          58,820              8,685
     Internet service revenue                             36,260             71,754
     Custom development fees                              26,475                 --
     Commission sales                                         --              4,015
                                                    ------------       ------------
                                                         195,706            603,487
                                                    ------------       ------------

Cost of sales                                             59,083            514,268
Cost of services                                          28,130                 --
                                                    ------------       ------------
                                                          87,213            514,268
                                                    ------------       ------------
            Gross profit                                 108,493             89,219
                                                    ------------       ------------
Operating  expenses:
     Salaries and employee benefits                      306,310            410,743
     Professional fees                                   102,323            120,345
     Other selling, general and administrative            46,503            101,243
     Advertising                                          17,512             75,647
     Insurance                                            18,383             37,566
                                                    ------------       ------------
            Total operating expenses                     491,031            745,544
                                                    ------------       ------------
            Operating loss                              (382,538)          (656,325)

Other income                                               2,718             12,856
Capital gains (losses)                                      (859)                --
Depreciation and amortization                           (172,417)           (83,919)
Interest expense                                              --             (1,461)
                                                    ------------       ------------
            Net loss before income taxes                (553,096)          (728,849)
Income taxes                                                  --                 --
                                                    ------------       ------------
            Net loss                                $   (553,096)          (728,849)
                                                    ============           ========
Weighted average shares outstanding                   28,588,693         27,537,863
                                                    ============           ========
Loss per share                                      $     (0.019)            (0.026)
                                                    ============       ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       23
<PAGE>

                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                 Consolidated Statements of Stockholders' Equity

                      Years ended January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                        RETAINED
                                                      ADDITIONAL        EARNINGS          TOTAL
                                        COMMON          PAID-IN      (ACCUMULATED     STOCKHOLDERS'
                                        STOCK           CAPITAL         DEFICIT)         EQUITY
                                      ----------      ----------      ----------       ----------
<S>                                   <C>                 <C>            <C>                <C>
Balances at January 31, 1999          $      500          72,500         (66,794)           6,206
Capital contribution acquisition          27,822       1,109,053              --        1,136,875
Net loss                                      --              --        (728,849)        (728,849)
                                      ----------      ----------      ----------       ----------
Balance at January 31, 2000               28,322       1,181,553        (795,643)         414,232
Capital contribution acquisition             469          74,531              --           75,000
Net loss                                      --              --        (553,096)        (553,096)
                                      ----------      ----------      ----------       ----------
Balance at January 31, 2001           $   28,791       1,256,084      (1,348,739)         (63,864)
                                      ==========      ==========      ==========       ==========
</TABLE>


See accompanying notes to consolidated financial statements


                                       24
<PAGE>

                     AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                      Years ended January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED
                                                                             -------------------------
                                                                            JANUARY 31,     JANUARY 31,
                                                                                2001            2000
                                                                             ---------       ---------
<S>                                                                          <C>              <C>
Cash flows used in operating activities:
     Net loss                                                                $(553,096)       (728,849)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
            Depreciation and amortization                                      172,417          83,919
            Loss on disposal of equipment                                          859              --
            Cash provided by (used in) changes in assets
                and liabilities:
                   Accounts receivable                                          (6,351)         (6,288)
                   Inventory                                                    58,077         (14,075)
                   Other assets                                                 18,041         (18,041)
                   Accounts payable and accrued expenses                        87,562          16,923
                   Unearned revenue                                               (965)          3,000
                   Due to/from related parties                                   3,487          (3,234)
                                                                             ---------       ---------
                   Net cash used in operating activities                      (219,969)       (666,645)
                                                                             ---------       ---------

Cash flows provided by (used in) investing activities:
     Proceeds from sale of equipment                                             4,095              --
     Capital expenditures                                                         (418)        (93,136)
                                                                             ---------       ---------
                   Net cash provided by (used in) investing activities           3,677         (93,136)
                                                                             ---------       ---------

Cash flows from financing activities:
     Principal payments on notes payable to related parties                         --         (34,304)
     Proceeds from issuance of common stock                                     75,000         935,292
                                                                             ---------       ---------
                   Net cash provided by financing activities                    75,000         900,988
                                                                             ---------       ---------

                   Net (decrease) increase in cash and cash equivalents       (141,292)        141,207

Cash and cash equivalents at beginning of year                                 144,011           2,804
                                                                             ---------       ---------
Cash and cash equivalents at end of year                                     $   2,719         144,011
                                                                             =========       =========
Supplemental disclosure of cash flow information:
     Cash paid during the year for interest                                  $   2,718           1,720
                                                                             =========       =========

Supplemental disclosure of non-cash investing and financing activities:
     Goodwill generated from stock issued in TISH acquisition                       --         201,500
                                                                             =========       =========
</TABLE>


See accompanying notes to consolidated financial statements.

                                       25
<PAGE>


                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    DESCRIPTION OF BUSINESS

              AuctionAnything.com, Inc. (the "Company") operates a variety of
              internet-related services. Currently, the Company has three main
              revenue generating operations, which are provided collectively by
              AuctionAnything.com, Inc. and North Orlando Sports Promotions,
              Inc. ("NOSP"), a wholly owned subsidiary of AuctionAnything.com,
              Inc.: 1) Internet Business Solutions ("IBS"): a service which
              establishes and hosts auction and/or E-commerce web sites for
              other businesses and organizations primarily in both the
              business-to-business and business-to-consumer markets; 2) a
              company owned auction and/or E-commerce web site
              (WWW.SPORTSAUCTION.COM) that has been licensed to Memories and
              Memorabilia, Inc., a third party fulfillment house 3) an Internet
              service provider ("ISP") service, known as Tish.net. The Company
              remains committed to pursuing all commercial opportunities in the
              online business-to-consumer and business-to-business and
              person-to-person trading service areas.

              On February 18, 1999, the Company purchased the net assets of The
              Information SuperHighway Corporation ("TISH") as described in note
              3. The accompanying statements of operations include the
              operations of TISH from February 19, 1999 through January 31,
              2001.

       (b)    PRINCIPLES OF CONSOLIDATION

              The consolidated financial statements as of and for the years
              ended January 31, 2000 and 2001 include the accounts of the
              Company and NOSP. The Company acquired 100% of the stock of NOSP
              in the Reverse Merger described in note 3. All significant
              intercompany balances and transactions have been eliminated in
              consolidation.

       (c)    CASH AND CASH EQUIVALENTS

              The Company considers all highly liquid instruments with original
              maturities of three months or less at the time of purchase to be
              cash equivalents.

       (d)    INVENTORIES

              Inventories were stated at the lower of cost or market at January
              31, 2000. Cost was determined principally on the specific
              identification method. Provisions for potentially obsolete or
              slow-moving inventory was made based on management's analysis of
              inventory levels. Consignment inventory was not recorded as
              inventory by the Company and was not placed in an auction until
              the merchandise was received. If a consignment item did not sell
              in an auction, the Company requested that the consignor lower the
              minimum bid or withdraw the item from the auction.


                                                                     (Continued)
                                       26
<PAGE>

                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000


              The Company's inventories were liquidated during the year ended
              January 31, 2001, and the related services were licensed to a
              third party fulfillment house.

       (e)    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. For the years
              ended January 31, 2001 and 2000, depreciation expense was recorded
              in the amount of $32,486 and $22,350, respectively.

       (f)    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 were passed through to the individual stockholders. As
              such, effective March 10, 1999, the Company became a C-corporation
              for federal income tax purposes.

              The Company files consolidated income tax returns. The Company's
              policy is to apply inter-corporate tax allocations using the
              "separate return method." All amounts due from subsidiaries as
              calculated under the "separate return method" have been eliminated
              as part of the consolidation process.

              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.

       (g)    REVENUE RECOGNITION

              The Company earns revenues for IBS services either through a
              monthly licensing fee or as a percentage of the customer's
              successful sales through the customer's web site. Licensing fee
              revenues are recognized on a pro-rata basis, and percentage
              revenues are recognized upon verification of a successful sale.

              Licensing and Internet service revenues are recognized on a pro
              rata basis over the term of the contract.


                                                                     (Continued)
                                       27
<PAGE>

                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000


       (h)    EARNINGS PER SHARE

              The Company computes earnings per share in accordance with
              Statement of Accounting Standards No. 128, "Earnings per Share"
              ("SFAS No. 128"). Under the provisions of SFAS No. 128, basic
              earnings per share is computed by dividing the net income (loss)
              for the period by the weighted average number of common shares
              outstanding during the period. Diluted earnings per share is
              computed by dividing the net income (loss) for the period by the
              weighted average number of common and potentially dilutive common
              shares outstanding during the period. Potentially dilutive common
              shares consist of the common shares issuable upon the exercise of
              stock options and warrants (using the treasury stock method) and
              upon the conversion of convertible preferred stock (using the
              if-converted method). Potentially dilutive common shares are
              excluded form the calculation if their effect is antidilutive. The
              Company did not have any potentially dilutive common shares for
              the year ended January 31, 2000. For the year ended January 31,
              2001, 75,000 outstanding options for common stock were excluded
              from the calculation of net loss per share since their inclusion
              would be antidilutive.

       (i)    STOCK OPTION PLAN

              The Company applies the intrinsic value-based method of accounting
              prescribed by Accounting Principles Board ("APB") Opinion No. 25,
              "Accounting for Stock Issued to Employees," and related
              interpretations including FASB Interpretation No. 44, "Accounting
              for Certain Transactions involving Stock Compensation an
              interpretation of APB Opinion No. 25" issued in March 2000, to
              account for its fixed plan stock options. Under this method,
              compensation expense is recorded on the date of grant only if the
              current market price of the underlying stock exceeded the exercise
              price. SFAS No. 123, "Accounting for Stock-Based Compensation,"
              established accounting and disclosure requirements using a fair
              value-based method of accounting for stock-based employee
              compensation plans. As allowed by SFAS No. 123, the Company has
              elected to continue to apply the intrinsic value-based method of
              accounting described above, and has adopted the disclosure
              requirements of SFAS No. 123.

       (j)    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 consolidated financial statements in conformity with
              generally accepted accounting principles. Actual results could
              differ from those estimates.

       (k)    RECLASSIFICATIONS

              Certain January 31, 2000 amounts have been reclassified to conform
              with the January 31, 2001 presentation.


                                                                     (Continued)
                                       28
<PAGE>

                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000


(2)    RELATED PARTY TRANSACTIONS

       During the year ended January 31, 2000, the Officers auctioned
       collectible merchandise through the Company as consignors and did not pay
       the Company a commission for this service. The Officers sold merchandise
       for $709 for which the Company would typically earn $109 in commission.

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

       During the year ended January 31, 2001, the Company recorded
       approximately $3,500 in bad debt expense related to an amount due from a
       related party deemed uncollectible.

(3)    ACQUISITIONS

       On March 10, 1999, the Company closed a transaction (the "Reverse
       Merger") by which it acquired 100% of the outstanding capital stock of
       NOSP, a privately held Florida Corporation, 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.

       The Company 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 $202,000 was recorded. The Company
       is amortizing this goodwill on a straight line basis. The original useful
       life of the goodwill was three years. During the year ended January 31,
       2001, the Company evaluated the estimated useful life of this intangible
       asset and revised the estimated useful live to two years. The
       amortization has been included in the Statement of Operations under the
       heading of depreciation and amortization expense. Amortization expense
       for the years ended January 31, 2001 and 2000, amounted to $139,931 and
       $61,569, respectively.


                                                                     (Continued)
                                       29
<PAGE>

                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000


       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 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 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.

(4)    LEASES

       During the year ended January 31, 2000, the Company entered into an
       operating lease for office space. The future minimum lease payments under
       these non-cancelable operating leases are as follows:

                                                                 OPERATING
                              YEAR ENDING JANUARY 31,              LEASES
                              -----------------------          -------------

                                   2002                        $       2,307
                                                               =============

Rent expense for the years ended January 31, 2001 and 2000 amounted to $11,740
and $8,958, respectively.

(5)    STOCK OPTION PLAN

       On August 21, 2000, the Company adopted a stock option plan (the "Plan")
       pursuant to which the Company's Committee appointed by the Board of
       Directors may grant options to officers and key employees. The Plan
       authorizes grant of options to purchase up to 10,000,000 shares of
       authorized but unissued common stock.

       The exercise price, term and vesting schedule for options granted under
       the Plan are set by the Committee, subject to certain limitations. Under
       the Plan, the exercise price of the options may not be less than the fair
       market value of the share of common stock at the grant date (110% if the
       incentive stock option ("ISO") is granted to a greater than 10%
       stockholder) and the term of an option may not exceed 3 years (10 years
       if an ISO is granted to a greater than 10% stockholder.) Options
       generally terminate three months after the termination of the option
       holder's employment unless terminated for cause.



                                                                     (Continued)
                                       30
<PAGE>

                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000


       Stock option activity during the period is indicated as follows:

                                                                WEIGHTED AVERAGE
                                                     SHARES      EXERCISE PRICE
                                                   ----------      ----------

             Balance at January 1, 2000                    --      $       --
             Granted                                1,000,000            0.20
             Exercised                                     --              --
             Forfeited                                750,000            0.20
             Expired                                       --              --
             Balance at January 1, 2001               250,000            0.20
                                                   ==========

             Weighted average fair value of options granted and
                not forfeited during year                          $   65,256
                                                                   ==========

       The Company applies APB Opinion No. 25 in accounting for its Plan and,
       accordingly, no compensation cost has been recognized for its stock
       options in the financial statements. Had the Company determined
       compensation cost based on the fair value at the grant date for its stock
       options under SFAS No. 123, the Company's net loss would have been
       increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED JANUARY
                                                                               31, 2001
                                                                           --------------
<S>                                                                        <C>
             Net loss available to common stockholders - as reported       $    (548,056)
             Net loss available to common stockholders - pro forma         $    (613,312)
             Net loss per share - as reported                              $      (0.019)
             Net loss per share - pro forma                                $      (0.021)
</TABLE>

       The effects of applying SFAS No. 123 for the presentation of pro forma
       disclosures are not necessarily indicative of the effects on reported net
       income for future years.


                                                                     (Continued)
                                       31
<PAGE>
                    AUCTIONANYTHING.COM, INC. AND SUBSIDIARY

                        Consolidated Financial Statements

                            January 31, 2001 and 2000


       The fair value of the options granted were estimated using the
       Black-Scholes option pricing model as of the date of grant with the
       following assumptions:

                Expected dividend yield                               0.0%
                Risk-free interest rate                               4.5%
                Expected volatility                                  80.0%
                Term (vesting period- in years)                          1

(6)    INCOME TAXES

The following is a reconciliation between expected income tax benefit and actual
using the applicable statutory federal income tax rate for the period ended
January 31, 2001.

                   Expected tax benefit                  $ (188,050)
                   Change in valuation allowance            154,200
                   Goodwill amortization                     47,580
                   State benefit                            (14,840)
                   Other                                      1,110
                                                         ----------

                                                         $       --
                                                         ==========

The tax effect of temporary differences that give rise to the deferred tax
assets as of January 31, 2001 are as follows:

                   Deferred tax asset:
                       Net operating loss carryforward   $  404,100
                       Less valuation allowance             404,100
                                                         ----------

                   Net deferred tax asset                $       --
                                                         ==========

       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 asset 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
       these assessments. Based upon the level of historical taxable income and
       projections for future taxable income over the periods in which deferred
       tax assets are deductible, management believes it is more likely than not
       that the Company will not realize the benefits of these deductible
       differences. The benefit of the net operating loss carryforward might be
       limited due to changes in ownership as defined in the Internal Revenue
       Code and Regulations thereunder.


                                                                     (Continued)
                                       32
<PAGE>

                            AUCTIONANYTHING.COM, INC.

                              Financial Statements

                     January 31, 2001, and January 31, 2000

(7)    LIQUIDITY

The accompanying consolidated financial statements have been prepared on the
basis that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. However, since inception, the Company's operating and investing
activities have used more cash than they have generated. Because of the
continued need for substantial amounts of working capital to fund the growth of
the business, the Company expects to continue to experience significant negative
operating and investing cash flows for the foreseeable future. The Company may
need to raise additional capital in the future to meet the operating and
investing cash requirements. The Company may not be able to find additional
financing, if required, on favorable terms or at all. If additional funds are
raised through the issuance of equity, equity-related or debt securities, these
securities may have rights, preferences or privileges senior to those of the
rights of the common stock, and the stockholders may experience additional
dilution to their equity ownership. Since there are no assurance that such
financing will be available when and as needed to satisfy current obligations,
substantial doubt exists as to whether the Company will continue as a going
concern.

(8)    SUBSEQUENT EVENT

On May 2, 2001, the Company executed a letter of intent to acquire Disease S.I.,
Inc. ("DSI") in a reverse merger acquisition. Under terms of the letter of
intent, shareholders of DSI would acquire 67.6% of the issued and outstanding
shares of the Company's common stock. If this transaction is consummated, and
there can be no assurances that it will be consummated, the shareholders of DSI
will have majority control of the Company.


                                                                     (Continued)
                                       33
<PAGE>

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not applicable.


                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following presents directors, executive officers, promoters and control
persons of the Company as of January 31, 2001:

NAME                        AGE      TITLE                        TERM OF OFFICE
--------------------------------------------------------------------------------

Martin M. Meads             39       Chief Executive Officer      Indefinite
                                     Treasurer                    Indefinite
                                     Director                     1 Year

Raymond J. Hotaling III     34       President                    Indefinite
                                     Secretary                    Indefinite
                                     Director                     1 Year

Dennis A. Kurir   *         54       Director                     1 Year


* Note - Mr. Kurir resigned as a Company director on March 2, 2001

Martin M. Meads is the Company's Chief Executive Officer and Treasurer and is a
Director of the Company. 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.

Raymond J. Hotaling III has been President, Secretary and Director 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 was a Director of the Company until March 2, 2001 on which day
he resigned from the Board. He previously served as the Company's Chief
Executive Officer until February 9, 2000. Mr. Kurir had also served as the Chief
Executive Officer of NOSP until he was terminated by the Company on June 8,
2000, a position that he had 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


                                                                     (Continued)
                                       34
<PAGE>

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.

As of January 31, 2001, 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 9 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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Raymond J. Hotaling III, Dennis A. Kurir, and Martin M. Meads each filed Initial
Statements of Beneficial Ownership of Securities on Form 3 on May 5, 2000.


                                                                     (Continued)
                                       35
<PAGE>

ITEM 10 - EXECUTIVE COMPENSATION

The following table sets forth the compensation paid during the last fiscal year
to the officers of the Company. Due to the termination of Dennis A. Kurir on
June 8,2000, the following table reflects his compensation for services provided
through this termination date. After this date, he earned no compensation in any
capacity from the Company, even though he remained as a Company director until
March 2, 2001. All of the current executive officers of the Company have served
since March 10, 1999.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                         ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
                               -----------------------------------------------------------------------------------------------------
                                                                            AWARDS                       PAYOUTS
------------------------------------------------------------------------------------------------------------------------------------
                                                                    RESTRICTED   SECURITIES UNDERLYING     LTIP        ALL OTHER
NAME & PRINCIPLE POSITION (a)  YEAR(b) SALARY(c) BONUS(d)  TOTAL  STOCK AWARDS(f)  OPTIONS/SARS(#)(g)  PAYOUTS($)(h) COMPENSATION(i)
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>  <C>          <C>   <C>           <C>                <C>              <C>            <C>
Martin M. Meads, CEO              00   $23,500      -     $23,500     - 0 -              - 0 -            - 0 -          - 0 -

------------------------------------------------------------------------------------------------------------------------------------
Raymond J. Hotaling, President    00   $32,000      -     $32,000     - 0 -              - 0 -            - 0 -          - 0 -

------------------------------------------------------------------------------------------------------------------------------------
Dennis A. Kurir, CEO Emeritus     00   $19,938      -     $19,938     - 0 -              - 0 -            - 0 -          - 0 -
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                                                     (Continued)
                                       36
<PAGE>

EMPLOYMENT CONTRACTS

As of January 31, 2001 there are no existing employment contracts.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      Based on information from the Company's transfer agent, the Company
         believes that the following individuals/entities hold five percent (5%)
         or more of the outstanding voting stock of the Company as of February
         21, 2001. No other individual or any group is known to the Company to
         be the beneficial owner of more that five percent (5%) of any class of
         the Company's voting securities.

<TABLE>
<CAPTION>
                           NAME AND ADDRESS                   AMOUNT AND NATURE                  % OF
TITLE OF CLASS             OF BENEFICIAL OWNER                OF BENEFICIAL OWNER                CLASS
----------------------------------------------------------------------------------------------------------
<S>                        <C>                                <C>                                <C>
                           Raymond J. Hotaling
Common Stock               35 West Pine St. Ste. 227          8,471,694 owned directly           29.4%
                           Orlando, FL  32801

                           Martin M. Meads
Common Stock               35 West Pine St. Ste.227           7,059,745 owned directly           24.5%
                           Orlando, FL  32801

                           Dennis A. Kurir
Common Stock               5703 Red Bug Lake, Box 226         1,571,694 owned directly            5.5%
                           Orlando, FL  32708

                           Transatlantic Finance LTD
Common Stock               5703 Red Bug Lake, Box 226         6,900,000 owned directly           24.0%
                           Orlando, FL  32708
</TABLE>

(b)      As of January 31, 2001 all management shareholders of record are shown
         above in (a). The number of shares of Common Stock owned by all
         officers and directors as a group (directly or indirectly as of January
         31, 2001) is believed by management to be 24,003,133 shares, or
         approximately 83.4% of the outstanding shares of Common Stock. The
         Company believes that Dennis A. Kurir has had, and continues to have,
         an active interest in Transatlantic Finance LTD, and therefore believes
         that these shares should be included in this total.

(c)      As stated in Item 6 above, the Company's inability to generate positive
         cash flow has forced the Company to pursue all possible financing
         alternatives, including the sale of the Company, a merger or a reverse
         merger. On May 2, 2001, the Company executed a Letter of Intent to
         acquire Disease S. I., Inc. Under the terms of the letter, if the
         contemplated transaction is consummated, and there can be no assurances
         that it will be consummated, shareholders of Disease S.I., Inc. would
         acquire 60,000,000 shares of the Company's Common Stock, pending
         Company action to increase the total number of authorized shares from
         50,000,000 (which is the total number of authorized shares as of May 2,
         2001) to 100,000,000. If this transaction is completed, shareholders of
         Disease S.I., Inc. would acquire approximately 67.6% of the issued and
         outstanding shares of the Company's Common Stock. If this transaction
         is completed, the shareholders of Disease


                                       37
<PAGE>

         S.I., Inc. will have majority control of the Company, thereby effecting
         a change in control of the Company.


ITEM 12 - 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 ("TISH"), a Florida corporation, 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 was ultimately
beneficial owner of the shares of stock in NOSP received by TISH in that
transaction. Subsequent to that transaction, Mr. Meads became the Vice President
and Treasurer of NOSP, and he now also serves as the 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 13 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)  EXHIBITS

The following documents are filed herewith or have been included as exhibits to
previous filings with the Commission and are incorporated herein by this
reference:

     EXHIBIT NO.                           EXHIBIT
     -----------                           -------

         3.1      Certificate of Incorporation of the Company and all Amendments
                  thereto (FILED AS EXHIBIT 2.1 TO REGISTRATION STATEMENT ON
                  FORM 10-SB ON OCTOBER 28, 1999, AND INCORPORATED HEREIN BY
                  REFERENCE)

         3.2      Bylaws of the Company (FILED AS EXHIBIT 2.2 TO REGISTRATION
                  STATEMENT ON FORM 10-SB ON OCTOBER 28, 1999, AND INCORPORATED
                  HEREIN BY REFERENCE)

         4.1      Article Fourth of the Certificate of Incorporation of the
                  Company, as amended (FILED AS PART OF EXHIBIT 2.1 TO
                  REGISTRATION STATEMENT ON FORM 10-SB ON OCTOBER 28, 1999, AND
                  INCORPORATED HEREIN BY REFERENCE)

         4.2      Articles II, V and VI of the Bylaws of the Company (FILED AS
                  PART OF EXHIBIT 2.1 TO REGISTRATION STATEMENT ON FORM 10-SB ON
                  OCTOBER 28, 1999, AND INCORPORATED HEREIN BY REFERENCE)

         10.1     Office Lease dated May 10, 1999, between the Company and
                  Tradewinds Office Building (FILED AS EXHIBIT 6.1 TO
                  REGISTRATION STATEMENT ON FORM 10-SB ON OCTOBER 28, 1999, AND
                  INCORPORATED HEREIN BY REFERENCE)

         10.2     Acquisition Agreement dated February 18, 1999, among the
                  Company, North Orlando Sports Promotions, Inc., and the
                  Shareholders of North Orlando Sports Promotions, Inc. (FILED
                  AS EXHIBIT 6.2 TO REGISTRATION STATEMENT ON FORM 10-SB ON
                  OCTOBER 28, 1999, AND INCORPORATED HEREIN BY REFERENCE)


                                       38
<PAGE>

         10.3     Asset Purchase Agreement dated February 18, 1999, between
                  North Orlando Sports Promotions, Inc., and The Information
                  SuperHighway Corporation (FILED AS EXHIBIT 6.3 TO REGISTRATION
                  STATEMENT ON FORM 10-SB ON OCTOBER 28, 1999, AND INCORPORATED
                  HEREIN BY REFERENCE)

         10.4     Form of Stock Purchase Warrant dated March 17, 1999 (FILED AS
                  EXHIBIT 6.4 TO REGISTRATION STATEMENT ON FORM 10-SB/A ON
                  JANUARY 18, 2000, AND INCORPORATED HEREIN BY REFERENCE)

         11       Statement re: computation of per share earnings (INCLUDED IN
                  FINANCIAL STATEMENTS IN PART II, ITEM 7, HEREOF)

         21       Subsidiaries of the registrant (FILED HEREWITH)



    (b)  Reports on Form 8-K

The Company filed no reports on Form 8-K during the last quarter of the fiscal
year ENDED January 31, 2001.


                                       39
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

AUCTIONANYTHING.COM, INC.

By: /s/ MARTIN M. MEADS
    ----------------------------------------
       Martin M. Meads, CEO

Date: May 14, 2001



In accordance with the Exchange Act, this report has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                              DATE
---------                                            -----                              ----
<S>                                                  <C>                                <C>
/s/ MARTIN M. MEADS                                  Chief Executive Officer,           May 14, 2001
----------------------------------                   Treasurer & Director
Martin M. Meads



/s/ RAYMOND J. HOTALING III                          President, Secretary               May 14, 2001
----------------------------------                   & Director
Raymond J. Hotaling III
</TABLE>


                                       40
<PAGE>

                                  EXHIBIT INDEX

         EXHIBIT NO.                EXHIBIT
         -----------                -------

             21       Subsidiaries of the registrant (FILED HEREWITH)