U. S. Securities and Exchange Commission
                            Washington, D. C.  20549


                                   FORM 10-QSB


[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  quarterly  period  ended  December  31,  1999

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  transition  period  from                to
                                           --------------    ------------------

                          Commission File No. 000-29994


                          ANYTHING INTERNET CORPORATION
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                  Colorado                           84-1425882
       -------------------------------          -------------------
       (State or other jurisdiction of             (IRS Employer
        Incorporation or Organization)           Identification No.)


         3020 North El Paso, Ste. 103, Colorado Springs, Colorado  80907
         ---------------------------------------------------------------
                    (Address of Principal Executive offices)

                                 (719) 227-1903
                                 --------------
                           (Issuer's telephone number)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13 or 15 (d) of the Exchange Act during the past 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
                               -------                   -------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:


           Class                                 Outstanding at January 31, 2000
           -----                                 -------------------------------

Common  Stock,  no  par  value                                   1,632,066

Convertible  Class  A  Preferred,  no  par  value                1,053,055


Transitional  Small  Business  Disclosure  Form  (check  one):

                          Yes                       No     X
                              --------                 --------


                          ANYTHING INTERNET CORPORATION


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION


Item  1.           Financial  Statements,  Unaudited

                  Unaudited  Consolidated  Balance  Sheets
                    at  December  31,  1999  and  December  31,  1998

                  Unaudited  Consolidated  Statement  of  Operations
                    for  the  three  months  ended  December  31,  1999 and 1998

                  Unaudited  Consolidated  Statement  of  Cash  Flow  for  the
                    three  months  ended  December  31,  1999  and  1998

                  Notes  to  Unaudited  Consolidated  Financial  Statements


Item  2.           Management's  Discussion  and  Analysis  or
                    Plan  of  Operation


                                     PART II
                                OTHER INFORMATION


Item  2.           Changes  in  Securities  and  Use  of  Proceeds

Item  4.           Submission  of  Matters  to  a  Vote  of  Security  Holders

Item  6.           Exhibits  and  Reports  on  Form  8-K

Signatures

Exhibits


<PAGE>
                           PART  I  -  FINANCIAL  INFORMATION


Item  1.  Financial  Statements



<PAGE>

<PAGE>
<TABLE>
<CAPTION>
                          ANYTHING INTERNET CORPORATION

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS


                                              December 31,    December 31,
                                                  1999           1998
                                              (unaudited)     (unaudited)
                                             --------------  --------------
<S>                                          <C>             <C>
Current assets:
  Cash                                       $      65,149   $      24,597
  Accounts receivable                                7,424          57,681
  Inventory                                            -0-          12,244
  Prepaid expenses and other current assets         25,000          10,129
                                             --------------  --------------
                                                    97,573         104,651
                                             --------------  --------------

Furniture and fixtures:
  Office furniture and equipment                    67,561          45,996
  Less accumulated depreciation                    (23,720)         (6,630)
                                             --------------  --------------
                                                    43,841          39,366
                                             --------------  --------------

Other assets:
  Software development costs, less
   Accumulated amortization of
   $27,905 and $10,372, respectively                47,184          43,354
  Note receivable                                      -0-          18,023
  Deposits                                           2,641           1,380
                                             --------------  --------------
                                                    49,825          62,757
                                             --------------  --------------

                                             $     191,239   $     206,774
                                             ==============  ==============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                           ANYTHING INTERNET CORPORATION

                             CONSOLIDATED BALANCE SHEET

                       LIABILITIES AND STOCKHOLDERS' DEFICIT


                                                    December 31,      December 31,
                                                       1999              1998
                                                    (unaudited)      (unaudited)
                                                  ---------------  ----------------
<S>                                               <C>              <C>
Current liabilities:
  Accounts payable                                $      494,594   $        42,525
  Accrued expenses                                       115,920            19,373
  Notes payable - line of credit                          52,996            66,366
  Notes payable - related party                           75,000               -0-
  Prepaid sales                                              -0-            10,130
                                                  ---------------  ----------------
                                                         738,510           138,394
                                                  ---------------  ----------------

Stockholders' equity:
  Convertible Preferred Stock, Class A,
    No par value; 10,000,000 shares authorized;
    761,173 and no shares issued
    and outstanding, respectively                        372,840               -0-
  Common stock, Class A, no par value;
    50,000,000 shares authorized;
    1,882,854 and 3,074,400 issued
    and outstanding, respectively                        511,360           231,000
  Common stock subscribed (34,000 shares)                 55,000            68,000
  Stock subscription receivable                          (55,000)          (68,000)
  Accumulated deficit                                 (1,431,471)         (162,620)
                                                  ---------------  ----------------
                                                        (547,271)           68,380
                                                  ---------------  ----------------
                                                  $      191,239   $       206,774
                                                  ===============  ================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                           ANYTHING INTERNET CORPORATION

                              STATEMENT OF OPERATIONS
                                    (unaudited)


                                      Three Months      - Six Months Ending -
                                         Ending
                                      December 31,    December 31,    December 31,
                                          1999            1999            1998
                                     --------------  --------------  --------------
<S>                                  <C>             <C>             <C>
Sales                                $      13,879   $     583,628   $   1,650,464

Cost of sales                                5,484         593,022       1,574,773
                                     --------------  --------------  --------------
Gross profit                                 8,395          (9,394)         75,691

Selling, general and
administrative expenses                    549,171         783,934         213,548

(Loss) from operations                    (540,776)       (793,328)       (137,857)

Other income (expense):
  Bad debt write-off                       (14,167)        (14,167)            -0-
  Interest expense                          (6,356)         (7,526)            -0-

Income (loss) before provision for
income taxes                              (561,299)       (815,021)       (137,857)

Provision for income tax                         -               -               -

Net income (loss)                         (561,299)       (815,021)       (137,857)
                                     ==============  ==============  ==============
Net income (loss) per share
(basic and fully diluted)                   ($0.21)         ($0.29)         ($0.46)
                                     ==============  ==============  ==============
Weighted average number of common
shares outstanding                       2,698,320       2,794,298        3,020,00
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                          ANYTHING INTERNET CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)


                                        - Six Months Ending -
                                December 31, 1999    December 31, 1998
                               -------------------  -------------------
<S>                            <C>                  <C>
Cash flows from operating
 activities:
   Net operating deficit                ($815,021)           ($157,414)
   Adjustments to
    Reconcile net loss to
    net cash provided:
      Depreciation and
       Mortgage expense                     8,861               10,021
      Net changes in
       Operating assets
       And liabilities:
         Accounts receivable              181,265              (42,534)
         Inventories                        8,091                    -
         Deposits                             100                    -
         Other assets                           -              (22,273)
         Prepaid expenses                  (8,785)
         Notes receivable                       -              (18,023)
         Accounts payable
          and accrued
          expenses                        156,953               48,568
                               -------------------  -------------------
   Net cash used by
    Operations                           (468,536)            (181,655)
                               -------------------  -------------------
Cash flow from investment
 Activities:
   Acquisition of office
    Equipment                              (4,399)             (31,535)
   Software development
    Costs incurred                         (7,584)             (27,654)
                               -------------------  -------------------
   Net cash used by
    Investment activities                 (11,983)             (59,189)

Cash flow from financing
 Activities:
   Proceeds from borrowing                 23,942               34,328
   Bank reserve                           (22,051)                   -
   Note receivable                         18,023                    -
   Loan repayments                              -              (25,000)
   Sale of stock                          524,300              194,000
   Stock issued for board
    of directors
    compensation                                -                  800
   Net cash used by            -------------------  -------------------
    Financing activities                  544,214              204,128

Net increase (decrease)                    63,695
 in cash                                                       (36,716)

Cash at beginning of the
 Period                                     1,454               42,114
                               -------------------  -------------------
Cash at end of the period      $           65,149   $            5,398
                               ===================  ===================
Supplemental schedule of
 Non-cash financing
 Transactions

   Issuance of 20,000 common
    Shares for board of
    Directors compensation
   Issuance of 125,000
    Common shares for note
    Repayment
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                  Anything Internet Corporation
                                          Consolidated Statement of Stockholders' Equity
                                     For the Period From October 1, 1999 to December 31, 1999
                                                           (Unaudited)


                                                                                          Common Stock Subscribed
                                    Common Stock        Preferred Stock               -------------------------------
                                       Class A              Class A          Stock                                      Stock-
                                 Number                 Number           Subscription  Number             Accumulated  Holders'
                                of Shares     Amount   of Shares  Amount  Receivable of Shares  Amounts    Deficit      Equity

<S>                            <C>          <C>         <C>      <C>       <C>        <C>      <C>       <C>           <C>
                               -----------  ----------  -------  --------  ---------  -------  --------  ------------  ----------
Balance at September
30, 1999                        3,048,900   $ 382,900         -  $      -  $(63,000)  31,500   $63,000   $  (870,172)  $(487,272)

Purchase of stock
Warrants                            1,000       3,000                                                                      3,000

Issuance for services
(Bill Kroske)                       3,300       3,300                                                                      3,300

Issuance for services
(Donald Prosser)                    5,000       5,000                                                                      5,000

Issuance for services
(Bill Kroske)                      30,000      30,000                                                                     30,000

Issuance for services
(Donald Prosser)                   35,000      35,000                                                                     35,000

Issuance for services
(Bill Kroske)                     100,000     100,000                                                                    100,000

Issuance for services
(Karen Sebastiani)                  7,000       7,000                                                                      7,000

Issuance for services
(Lawrence Stanley)                  7,000       7,000                                                                      7,000

Issuance for services
(Bill Kroske)                      25,000      25,000                                                                     25,000

Issuance for services
(Lawrence Stanley)                 20,000      20,000                                                                     20,000

Issuance for services
(Robbie Blair)                     50,000      50,000                                                                     50,000

Issuance for services
(John Lonnquist)                    9,000       9,000                                                                      9,000

Issuance for marketing           (110,000)     14,000    55,000                                                           14,000

Private Placement                (126,000)               63,000   125,000                                                125,000

Private placement                (165,000)               82,500    60,000                                                 60,000

Purchase of stock
subscriptions                       4,000       8,000                         8,000   (4,000)   (8,000)                    8,000

Retirement of common
shares and issuance of
preferred shares in
tender offer                   (1,121,346)   (187,840)  560,673   187,840                                                      -

Net loss for period                                                                                         (561,299)   (561,299)
                               -----------  ----------  -------  --------  ---------  -------  --------  ------------  ----------

Balance at December 31, 1999
                                1,822,854   $ 511,360   761,173  $372,840  $(55,000)  27,500   $55,000   $(1,431,471)  $(547,271)
                               ===========  ==========  =======  ========  =========  =======  ========  ============  ==========
</TABLE>


<PAGE>
                          ANYTHING INTERNET CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

            For the period from October 1, 1999 to December 31, 1999


NOTE  1:  BASIS  OF  PRESENTATION:

The accompanying unaudited financial statements have been prepared in accordance
with  the  instructions to Form 10-QSB and do not include all of the information
and  disclosures  required  by  generally  accepted  accounting  principles  for
complete  financial  statements.  All  adjustments  which are, in the opinion of
management,  necessary  for a fair presentation of the results of operations for
the  interim  periods  have  been  made  and  are  of  a recurring nature unless
otherwise  disclosed  herein. The results of operations for such interim periods
are  not  necessarily  indicative  of  operations  for  a  full  year.

NOTE  2:  ORGANIZATION,  OPERATIONS  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
        POLICIES:

Anything  Internet  Corporation  ('Anything  Internet",  the  "Company"),  was
incorporated  in  the  State of Colorado on August 15, 1997. The Company markets
and  distributes  computers and related accessory products by using the Internet
as  the  exclusive  distribution  channel.  On  August  28, 1998, Anything, Inc.
changed  its  name  to  Anything  Internet Corporation, which was made effective
through  an  amendment to its Articles of Incorporation filed with the Secretary
of  State  of  Colorado  on  August  31,  1998.

Use  of  estimates

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

Income  tax

Deferred  taxes  are  provided on a liability method whereby deferred tax assets
are  recognized  for  deductible  temporary  differences  and  operating  loss
carryforwards  and deferred tax liabilities are recognized for taxable temporary
differences.  Temporary  differences  are  the  differences between the reported
amounts  of  assets and liabilities and their tax bases. Deferred tax assets are
reduced  by a valuation allowance when, in the opinion of management, it is more
likely  than not that some portion or all of the deferred tax assets will not be
realized.  Deferred  tax  assets and liabilities are adjusted for the effects of
changes  in  tax  laws  and  rates  on  the  date  of  enactment.

Cash  and  cash  equivalents

The Company considers all highly liquid investments with an original maturity of
three  months  or  less  as  cash  equivalents.


<PAGE>
Net  income  (loss)  per  share

The net income (loss) per share is computed by dividing the net income (loss) by
the  weighted  average  number  of shares of common outstanding. Warrants, stock
options,  and  common  stock issuable upon conversion of the Company's preferred
stock  are not included in the computation if the effect of such inclusion would
be  anti-dilutive  and  would  increase the earnings or decrease loss per share.

Inventory

Inventory  consists  of  consigned finished goods. Inventories are valued at the
lower  of  cost  or  market  using  the  first-in,  first-out  (FIFO)  method.

Property  and  equipment

Property  and  equipment  are recorded at cost and depreciated under accelerated
methods  over  an  estimated  life  of  five  to  seven  years.

Software  development  costs

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

Accounts  receivable

The  Company  reviews  accounts  receivable  periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed  necessary.

Products  and  services,  geographic  areas  and  major  customers

Company sales were derived from marketing and distributing computers and related
products  over  the Internet, were to external customers, and were domestic. The
Company  had  no  one  major  customer accounting for over 10% of its sales. The
Company's  long  term  assets  are  all  held  domestically.

Revenue  Recognition

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

NOTE  3.  RELATED  PARTY  TRANSACTIONS

On December 31, 1998 the Company loaned Robert C. Schick, an officer, $18,023 at
a  rate of 3% per annum. The note matures and is payable in full on December 31,
1999.

On  June  16, 1999, the Company borrowed $75,000 from a related corporation with
an  ownership interest in Anything Internet Corporation. The short-term loan was
made  at  a  rate  of  12%  per  annum,  and  comes  due  July  30,  2000.


<PAGE>
NOTE  4.  LEASE  COMMITMENT

Effective  June  3,  1999,  the  Company extended its lease agreement for office
space  in  Colorado Springs, Colorado, and effective March, 1999, entered into a
lease agreement for office space in Tampa, Florida. Both leases are far a period
of twelve-months and can be renewed at terms and conditions to be established at
expiration date. Lease expense incurred for the year ended December 31, 1999 was
approximately  $24,500.  The  remaining  minimum  future rental payments, all in
1999,  are  $20,000.

NOTE  5.  LINES  OF  CREDIT

The  Company  has  also  established  a  $50,000  line of credit with US Bank of
Colorado  Springs,  Colorado.  Payments  are  due  on the 15th of each month and
interest  accrues  at  the  rate  of  10.45% per annum. At December 31, 1999 the
Company's  outstanding  balance  on  this  credit  line  was  $52,158.

NOTE  6.  INCOME  TAXES

Deferred  income  taxes  arise  from the temporary differences between financial
statement  and  income  tax  recognition  of  net  operating  losses. These loss
carryovers  are  limited  under  the  Internal Revenue Code should a significant
change  in  ownership  occur.

At  December 31, 1999 the Company had approximately $1,425,000 of unused federal
net  operating  loss  carryforwards,  which  begin to expire in the year 2019. A
deferred  tax  asset  has  been  offset by 100% valuation allowance. The Company
accounts  for income taxes pursuant to SPAS 109. The components of the Company's
assets  and  liabilities  as  follows:

<TABLE>
<CAPTION>
                                                      December 31,1999     December 31, 1998
                                                     -------------------  --------------------
<S>                                                  <C>                  <C>
Deferred tax liability                               $                -   $                 -

Deferred tax asset arising from:
    Net operating loss carryforwards                            529,041                55,290
                                                     -------------------  --------------------
                                                                529,041                55,290

Valuation allowance                                            (529,041)              (55,290)
                                                     -------------------  --------------------
Net Deferred Taxes                                   $                -   $                 -

The income tax (benefit) consists of the following:

Current:
    Federal                                          $                -   $                 -
    State                                                             -                     -
                                                     -------------------  --------------------
Deferred:
    Federal                                                   ($464,646)             ($50,412)
    State                                                       (64,395)               (4,878)
                                                     -------------------  --------------------
                                                              ($529,041)             ($55,290)
</TABLE>


No  difference  exists between these amounts and amounts computed at federal and
state  statutory  rates. The net change in 1999 in the total valuation allowance
was  $81,516.


<PAGE>
NOTE  7.  STOCKHOLDERS'  EQUITY

Common  stock

The  Company  as of December 31, 1999 had 50,000,000 shares of authorized common
stock,  no  par  value,  with  2,302,079  shares  issued  and  outstanding.

In  May,  1998  an officer provided the company with $1,400 in cash and web page
design  and development valued at $16,600. In August, 1998 the Company exchanged
1,950  shares  of common stock for debt cancellation by an officer in the amount
of  $10,500.  Later in August, 1998, the Company retired all its 7,750 currently
outstanding  shares,  in  addition  to  4,200  retired  earlier  in the year, in
exchange  for  500,000 shares of new Class A common stock. Also in August, 1998,
the Company purchased 200,000 Class A common shares of Banyan Corporation valued
at  $40,000  in  exchange for 1,000,000 Class A common shares of the Company. In
addition  the  Company  issued  1,300,000  shares  of  Class  A common stock for
management  consulting,  legal and investor relations services valued at $52,000
to  parties  unrelated to the Company or Banyan Corporation. In September, 1998,
the  Company  issued  to  the members of its Board of Directors 20,000 shares of
Class  A  common  stock  for  services.  In December, 1998 and January, 1999 the
Company  sold  200,000  shares of Class A common stock for $200,000 in a private
placement. In January, 1999 the Company issued 20,400 common shares to directors
and  others  for  compensation  valued  at $20,400. In November 1999 the Company
issued  291,300  shares  to  new  officers,  consultants  and  the  new board of
directors  for  their  services  to  implement  the  new  business  plan.

Warrants

As  of December 31, 1999, the Company had 200,000 Common Stock Purchase Warrants
outstanding  (the  'Warrants'),  issued  in conjunction with a private placement
completed  in  January,  1999.  Each Warrant entitles the holder to purchase one
share  of  the  Company's Class A common stock at an exercise price of $3.00 per
share  through  January 24, 2000, at which time the Warrants expire. The Company
may  redeem  the  Warrants  at a price of $0.01 per Warrant, at any time through
January  24,  2000  upon  not  less  than  30 days, nor more than 60 days, prior
written  notice, provided that the closing bid quotation for the common stock as
reported  by  any  quotation  service  on which the common stock is quoted is at
least $4.00 for ten consecutive trading sessions ending on the two days prior to
the day on which notice is given. During the first quarter, 6,000 have been paid
for  and  issued. On January 21, 2000 the board of directors voted to extend the
Warrants  forty-five  days.

Stock  options

As  of December 31, 1999, the Company made a stock option award to directors and
others  and  adopted  an employee stock benefit plan, which are described below.
The Company applies ADS Opinion 25 and related Interpretations in accounting for
stock  options.

Accordingly, no compensation cost has been recognized for its stock option award
to  directors and its employee stock benefit plan, nor was any compensation cost
charged  against  income  under the award or plan in 1999. Had compensation cost
for  the  Company's  stock  option  award  and  employee stock benefit plan been
determined based on the fair value at The grant dates for awards under the stock
option  award and employee stock benefit plan consistent with the method of FASS
Statement  123,  the Company's net income and earnings per share would have been
reduced  to  the  pro  forma  amounts  indicated  below:


<PAGE>
<TABLE>
<CAPTION>
                                           1999
                                       ------------
<S>                       <C>          <C>
Net income (loss)         As reported    ($815,021)
                          Pro forma    ($1,720,722)

Basic and fully diluted
earnings per share        As reported       ($0.29)
                          Pro form          ($0.57)
</TABLE>

Stock  option  award

In  August,  1998,  the  Company  granted stock options, exercisable immediately
(except  as  noted below), to certain officers and directors as compensation for
services,  to  purchase  common  shares  of  the  Company  as  follows:

<TABLE>
<CAPTION>
 Amount   Price/Share   Expiration Date
<C>       <C>           <S>
 500,000  $          1    February 29, 2000
  50,000  $         40    April 1, 2002
  25,000  $         75    April 1, 2002
  25,000  $        100    April 1, 2002
 *10,000  $          3    March 31, 2003
  70,000  $          1    January 6, 2001
 700,000  $          1    October 20, 2002
 #30,000  $          1    November 23, 2001
*200,000  $          1    November 23, 2004
@100,000  $          1    November 23, 2005
<FN>
   *  Option  vests  over  3  years.
   @  Option  vests  in  years  4  and  5
   #  Option  vests  over  3  months
</TABLE>

Employee  stock  option  plan

On  June  4,  1999  the Company awarded stock options to four employees under an
employee stock option plan.  200,000 common shares were reserved under the plan,
which  expires  in June, 2007.  Each employee received options to purchase 2,500
common  shares  (10,000  shares total).  The options vest at 500 shares per year
per  employee,  beginning  June  4,  2000, at an exercise price of $3 per share.


<PAGE>
A  summary of the status of the Company's stock options as of December 31, 1999,
and  changes  during  the  year  ending  on  that  date  is  presented  below:

<TABLE>
<CAPTION>
                                          December 31, 1999
                                    ------------------------------
                                                    Weighted Avg.
            Options                     Shares      Exercise Price
----------------------------------  --------------  --------------
<S>                                 <C>             <C>
Outstanding at beginning of period               -  $             -
Granted                                  1,720,000  $          4.67
Exercised                                        -                -
Forfeited                                        -                -
                                    --------------  --------------
Outstanding at end of period             1,720,000  $          4.67

Options exercisable at period end        1,393,333

Weighted average fair value of
  Options granted during the
  Period                            $         1.25
</TABLE>

The  following  table  summarizes information about stock options outstanding at
December  31,  1999.

<TABLE>
<CAPTION>
                       Options Outstanding             Options Exercisable
               ------------------------------------   ----------------------
                            Weighted Avg.  Weighted                 Weighted
Range of         Number       Remaining      Avg.       Number        Avg.
Exercise       Outstanding   Contractual   Exercise   Exercisable   Exercise
Prices         at 12/31/99      Life         Price    at 12/31/99    Price
-------------  -----------   -----------   --------   -----------  ---------
<S>            <C>          <C>            <C>        <C>          <C>
1.00-$100.00    1,720,000   21.75 months  $    4.67    1,393,333  $     5.56
</TABLE>

Item  2.   Management's  Discussion  and  Analysis  or  Plan  of  Operation

Results  of  Operations

Three  Months  Ending  December  31,  1999

The  Company  underwent  a  top-to-bottom review of its business plan during the
fiscal  quarter  ending  December  31,  1999.  Afterwards  it began implementing
significant  changes  to  its  business  model  and  management  team.

Two  officers  and directors, J. Scott Sitra, President, Chief Executive Officer
and  Director,  and Cameron B. Yost, Secretary and Director, resigned from their
respective  positions  early  in  the  quarter.  Lawrence  Stanley was appointed
interim  co-President  and  CEO  as  well  as to the Board; Karen Sebastiani was
appointed  Secretary  and  to  the  Board.

After  an  exhaustive search, the Company appointed William Kroske, Ph.D. to the
positions  of  President,  CEO  and  Director.  Shortly  thereafter  the Company
appointed  Donald  Prosser  to  the  positions  of  Chief  Financial Officer and
Director.

Under  the  guidance  of  new  management,  the  Company discontinued conducting
business  as  a low-cost, low-margin Internet retailer to focus on higher margin
products.  As a result, revenues declined substantially during this transitional
quarter to $13,879.  Gross profits were $8,395, and gross margins jumped to 60%.
Subsequently,  the  Company  began  development  on  a  new  web  portal  site,
www.anyreminder.com,  which  was  introduced  in  late  January  2000.

The new web portal is a free reminder service offered to all Internet users that
allows  members  to  enter  a  variety  of  dates (ie. birthdays, anniversaries,
weddings).  When a key date approaches, the member will automatically receive an
e-mail  to  remind  them of the pending date and give them some suggestive gifts
that  would  be  appropriate  for  the  occasion.

The  value  of  the  new  portal  is in its low-cost ability to rapidly grow the
Company's  customer database and respective demographic data.  The database will
not  be  sold  or  "spammed"  but  used to further the Company's own high-margin
e-commerce  efforts.  The  cost of building a customer database through offering
free  service  is  substantially  less  than those previously implemented in the
Company's  e-commerce efforts, plus it gives the Company the ability to generate
significant  advertising  revenue.

Six  Months  Ending December 31, 1999 Compared to Six Months Ending December 31,
1998

Net  sales  for the period ending December 31, 1999 were $583,628, a decrease of
65%  over  $1,650,454 for the same period a year ago.  All of these sales were a
result  of  sales generated primarily through the Company's Internet storefronts
AnythingPC.com,  AnythingMAC.com,  AnythingUNIX.com and AnythingCoffee.com.  The
decrease  in  sales  was  the  result  of the Company significantly altering its
business  model  and  commencing  those  changes.

Gross  profits  for  the  period  ending  December 31, 1999 were ($9,394).  This
represents an decrease in gross profits of 112% over $75,691 for the same period
a  year  ago.  Gross  profit  margins  decreased from 4.6% of sales to (1.6%) of
sales  as  a result of rapidly decreasing gross profit margins for non-specialty
Internet  retailers.

Selling,  general  and  administrative  (SG&A)  expenses  for  the period ending
December  31,  1999 were $783,934 which represents a 267% increase from $213,548
for  the  same  period  a  year  ago.  Of these expenses, $549,776, or 70%, were
accrued  during  the  fiscal  quarter  ending  December  31, 1999 as a result of
changes  made  in  the  Company's  business  model  and  expenses  incurred  for
implementing  these  changes  and  developing  the  Company's  new  web  portal,
www.anyreminder.com.

The  net loss for the period ending December 31, 1999 amounted to ($815,021), or
($0.29)  a  share.  This represents and increase of 491% compared to ($137,857),
or ($.46) a share, for the same period a year ago.  The increase in net loss was
the  result  of  taking  one-time  write-offs  for  bad debt, increased expenses
required  to  implement  changes  in  the  Company's  business  model,  and  new
development  work  on  the Company's new web portal, www.anyreminder.com.  There
were  1,632,066  shares  issued  and  outstanding  as  of  January  31,  2000.

Liquidity  and  Capital  Resources

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

As  of  December  31,  1999,  the  Company  had  $65,149  cash on hand, accounts
receivable of $7,424, and a receivable note of $55,000.  The Company had several
supplier-based  revolving lines of credit, including Tech Data, $150,000; Ingram
Micro,  $150,000;  Merisel,  $65,000;  and  Pinacor,  $5,000.

Net  cash  used  by operating activities for the period ending December 31, 1999
totaled  ($468,536)  compared to ($171,950) for the same period a year ago.  The
increase in negative cash flow is the result of the Company's increased spending
to  change  its  business  model  and  exiting the low-cost, low-margin Internet
e-commerce  retailer  business.

Net  cash  used  by investing activities totaled ($11,983) for the period ending
December  31,  1999  compared  to ($59,189) for the same period a year ago.  The
decrease  in  investing  activities  was  the result of reduced office equipment
acquisition  costs and software development activities relating to the Company's
low-cost,  low-margin  Internet  e-commerce  storefronts.

Net cash provided by financing activities totaled $544,214 for the period ending
December  31,  1999  compared  to  $204,128.  The cash provided for by financing
activities  was  generated  primarily  through  the  sale  of  restricted equity
securities.

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

Year  2000  Compliance

The  Company  did  not  experience any disruptions to its operations or computer
systems  as  a  result  of  Year  2000.


                           PART II - OTHER INFORMATION

Item  2.  Changes  in  Securities  and  Use  of  Proceeds

     In  the  quarter  ending  December  31, 1999 the Company received $8,000 as
payment  for  common stock subscribed, but unpaid for, on January 26, 1999.  The
price  of  the  shares was $2.00 a share.  For additional details see Item 26 of
the  Company's registration statement on Form SB-2 filed with the Securities and
Exchange  Commission  on  February  4,  1999.

     On  October  20,  1999,  the  Company granted J. Scott Sitra, the Company's
former  President and CEO, options to purchase 700,000 shares of common stock at
$1.00  a  share.  The  options  were  granted because Mr. Sitra was never paid a
salary  or  received  any  Company  benefits,  never  claimed  reimbursement for
out-of-pocket  expenses,  paid  some  of the Company's accounts payable directly
without  seeking  reimbursement,  and  agreed,  for a limited period of time, to
assist with future SEC filings.  The options vested immediately and expire three
years  from  the  date  of  granting.

     On October 20, 1999, the Company issued 7,000 shares of common stock valued
at  $1  a  share  to  Karen  Sebastiani for becoming the Company's Secretary and
serving  as  a  Director on the Board of Directors.  This transaction was exempt
from  registration  under  Section  4(2)  of  the  Securities  Act  and Rule 144
thereunder.  Stock  issued  under  these  exemptions  carries  certain  resale
restrictions  and  the  stock  certificates  bear  restrictive  legends.

     On October 20, 1999, the Company issued 7,000 shares of common stock valued
at  $1  a share to Lawrence Stanley for serving on the Board of Directors.  This
transaction  was  exempt  from registration under Section 4(2) of the Securities
Act  and  Rule  144  thereunder.  Stock  issued  under  these exemptions carries
certain  resale  restrictions  and  the  stock  certificates  bear  restrictive
legends.

     On October 29, 1999, the Company issued 3,300 shares of common stock valued
at  $1  a  share  to  William Kroske, Ph.D., a business consultant, for services
rendered  to  the  Company.  This transaction was exempt from registration under
Section  4(2) of the Securities Act and Rule 144 thereunder.  Stock issued under
these  exemptions carries certain resale restrictions and the stock certificates
bear  restrictive  legends.

     On November 11, 1999, the Company issued 55,000 shares of Convertible Class
A Preferred stock valued at $1 a share to a marketing and consulting firm.  This
transaction  was  exempt  from registration under Section 4(2) of the Securities
Act  and  Rule  144  thereunder.  Stock  issued  under  these exemptions carries
certain  resale  restrictions  and  the  stock  certificates  bear  restrictive
legends.

     On  November  15,  1999,  the  Company issued 30,000 shares of common stock
valued  at  $1  a  share  to  William  Kroske, Ph.D., a business consultant, for
developing  and  implementing  a  new  marketing  concept  and web portal.  This
transaction  was  exempt  from registration under Section 4(2) of the Securities
Act  and  Rule  144  thereunder.  Stock  issued  under  these exemptions carries
certain  resale  restrictions  and  the  stock  certificates  bear  restrictive
legends.

     On  November  15,  1999,  the  Company issued 20,000 shares of common stock
valued at $1 a share to Lawrence Stanley for his accounting services and serving
as  interim-President  and Chief Executive Officer.  This transaction was exempt
from  registration  under  Section  4(2)  of  the  Securities  Act  and Rule 144
thereunder.  Stock  issued  under  these  exemptions  carries  certain  resale
restrictions  and  the  stock  certificates  bear  restrictive  legends.

     On  November  15,  1999,  the  Company issued 25,000 shares of common stock
valued  at  $1  a  share  to  William  Kroske, Ph.D., a business consultant, for
services rendered to the Company.  This transaction was exempt from registration
under  Section 4(2) of the Securities Act and Rule 144 thereunder.  Stock issued
under  these  exemptions  carries  certain  resale  restrictions  and  the stock
certificates  bear  restrictive  legends.

     On  November  15,  1999,  the  Company issued 50,000 shares of common stock
valued  at  $1  a  share to Robbie Blair for services rendered to the Company in
relation  to  developing  the  new  web  portal,  www.anyreminder.com.  This
transaction  was  exempt  from registration under Section 4(2) of the Securities
Act  and  Rule  144  thereunder.  Stock  issued  under  these exemptions carries
certain  resale  restrictions  and  the  stock  certificates  bear  restrictive
legends.

     On November 23, 1999, the Company issued 82,500 shares of Convertible Class
A Preferred Stock in exchange for a $70,000 private investment into the Company.
This  transaction  was  exempt  from  registration  under  Section  4(2)  of the
Securities  Act  and  Rule  144 thereunder.  Stock issued under these exemptions
carries  certain resale restrictions and the stock certificates bear restrictive
legends.

     On  November  23,  1999,  the  Company  granted  Steve  Fischer, a business
consultant,  options to purchase 30,000 shares of common stock at $1.00 a share.
The  options  vested at a rate of one-third per month from the date of issue and
expire  three  years  from  the  date  of  granting.

     On  November  30,  1999,  the  Company issued 35,000 shares of common stock
valued  at  $1  a  share  to  Don  Prosser  for becoming the Company's new Chief
Financial  Officer.  This transaction was exempt from registration under Section
4(2)  of  the  Securities Act and Rule 144 thereunder.  Stock issued under these
exemptions  carries  certain resale restrictions and the stock certificates bear
restrictive  legends.

     On  November  30,  1999,  the Company issued 100,000 shares of common stock
valued  at  $1  a  share to William Kroske, Ph.D. for becoming the Company's new
President  and  Chief  Executive  Officer.  This  transaction  was  exempt  from
registration  under  Section 4(2) of the Securities Act and Rule 144 thereunder.
Stock  issued under these exemptions carries certain resale restrictions and the
stock  certificates  bear  restrictive  legends.

     On  November  30,  1999,  the  Company  granted  William  Kroske, Ph.D, the
Company's  President and CEO, options to purchase 200,000 shares of common stock
at  $1.00  a  share.  The options vest over a period of three years, one-third a
year,  and  expire  five  years  from  the  date  of  granting.

     On  November  30,  1999,  the  Company  granted  William  Kroske, Ph.D, the
Company's  President and CEO, options to purchase 100,000 shares of common stock
at $1.00 a share.  Half of the options vest on the fourth year after the date of
granting  and  half  of  the  options  vest  on the fifth year after the date of
granting.  The  options  expire  on  the sixth year after the date of granting.

     On December 6, 1999, the Company issued 5,000 shares of common stock valued
at  $1  a  share  to  Donald  Prosser  for serving as a Director on the Board of
Directors.  This  transaction was exempt from registration under Section 4(2) of
the Securities Act and Rule 144 thereunder.  Stock issued under these exemptions
carries  certain resale restrictions and the stock certificates bear restrictive
legends.

     On  December 6, 1999, the Company issued 63,000 shares of Convertible Class
A Preferred Stock in exchange for a $125,000 private placement into the Company.
This  transaction  was  exempt  from  registration  under  Section  4(2)  of the
Securities  Act  and  Rule  144 thereunder.  Stock issued under these exemptions
carries  certain resale restrictions and the stock certificates bear restrictive
legends.

     On December 6, 1999, the Company issued 9,000 shares of common stock valued
at  $1  a  share  to  John  Lonnquist  for  services rendered as corporate legal
counsel.  This  transaction  was  exempt from registration under Section 4(2) of
the Securities Act and Rule 144 thereunder.  Stock issued under these exemptions
carries  certain resale restrictions and the stock certificates bear restrictive
legends.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

On  October  29,  1999  the  Company held its Annual Shareholders meeting at its
headquarters  located  at  3020  North  El  Paso,  Suite  103, Colorado Springs,
Colorado  80907.

At  the  meeting,  J.  Scott  Sitra and Cameron B. Yost declined to accept their
nominations  to  the  Board  of  Directors.  Subsequently,  a  vote was held and
Directors  Robert  C.  Schick  and  Alfred  W.  Delisle were reaffirmed to their
positions  on  the  Board.

Shareholders  also  voted  in  favor  of Ronald R. Chadwick, P.C., CPA to be the
Company's  independent  auditor  for 1998 and 1999.  There were 3,080,400 shares
and outstanding; 1,494,945 voted in all voting matters.

Robert  C.  Schick  receive  1,478,030  votes  for,  zero  votes against, and
16,915  votes  abstained.

Alfred  W.  Delise  received  1,478,030  votes  for,  zero votes against, and
16,915  votes  abstained.

In  the  matter  of  ratifying  Ronald  R.  Chadwick, P.C., CPA as the Company's
independent  auditor,  shareholders  cast  1,494,256  votes  for,  689 votes
against,  and  zero  votes  abstained.

The proxy statement circulated in accordance with Regulation 14A of the Exchange
Act is incorporated by reference to the Company's filing made on Schedule 14A on
October  8,  1999.

Item  6.  Exhibits  and  Reports  on  Form  8-K

(A)     Exhibits
        --------

        27.1     Financial  Data  Schedule

(B)     Reports  on  Form  8-K
        ----------------------

The  Company  filed current reports on Form 8-K on October 22, 1999 and December
13,  1999.


<PAGE>
SIGNATURES

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

                                   Anything  Internet  Corporation
                                   (Registrant)



Dated:  February  14,  2000               By:  /s/  William  Kroske
                                               -----------------------
                                               William  Kroske,  Ph.D.
                                               President  and  CEO


<PAGE>