UNITED STATES
              SECURITIES EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                          FORM 10-Q

   [X] Quarterly Report pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934

          For the quarterly period ended November 30, 2002

                      ANYTHING2SHIP, INC.

      (Exact name of registrant as specified in its charter)


        DELAWARE                            22-3642435
        --------                           ------------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)        Identification No.)

509 Madison Avenue, Suite 404
New York, New York                            10022
-----------------------------------           -----
(Address of principal executive offices)    (Zip Code)


Registrant's telephone number             (212) 561-0908
                                          --------------

Check here whether the issuer (1) has filed all reports required to
be filed by Sections 13 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 _____ No_______

As of November 30, 2002, the following shares of the Registrant's
common stock were issued and outstanding:

12,500,000 shares of voting common stock

<PAGE>
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1

January 14, 2003

To the Board of Directors
Anything2Ship, Inc.

I have reviewed the accompanying balance sheet of Anything2Ship,
Inc. as of November 30, 2002, related Income Statement and the
Statement of Cash flows for the period then ended. These Financial
Statements are the responsibility of the Corporation's Management.

I conducted my review in accordance with generally accepted review
standards. Those standards require that I perform the review to
obtain reasonable assurance about whether the Financial Statements
are free of material misstatement. A review includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the Financial Statements. A review also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall Financial Statement
presentation.

Very truly yours,

/s/ Frank E. Hanson
------------------------
Frank E. Hanson CPA



<PAGE>
<PAGE>

                      ANYTHING2SHIP, INC.
               (A Developmental Stage Company)
             CONDENSED CONSOLIDATED BALANCE SHEET
           For the Period Ending August 28, 2002 and
                       November 30, 2002
<table>
                                     As Of            As Of
                                 Nov. 30, 2002     Aug. 28, 2002
                                  (Unaudited)       (Unaudited)
                                --------------------------------

                               <c>              <c>
ASSETS
Current Assets
Cash                               $   1,130           $  99
Other Current Assets                       0               0
                                   ----------      ----------
 Total Current Assets              $   1,130           $  99

Other Assets                         106,590         151,559
                                   ----------      ----------
TOTAL ASSETS                        $107,720        $151,658
                                   ==========      ==========

                LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                    $ 57,281          $47,877
Accrued Expenses                    $100,104           95,054
Loan Payable & Lease payable         192,728          201,787
                                 -----------        ----------
  Total Current Liabilities        $ 350,113         $334,718

LONG TERM LIABILITIES
 Loan Payable -
    Astride Property Holdings Ltd    80,514            80,514
    RLI Capital Limited             265,147           238,291
                                  ----------        ----------
  Total Liabilities                $695,774          $663,523

Stockholders' Equity
 Common Stock, $.001 par value,
 Authorized 25,000.000 Shares;
 Issued and Outstanding
 12,500,000 Shares                   12,500            12,500
 Issued and Outstanding 6,000,000
 shares as of Feb. 28, 2002
Additional Paid in Capital          234,378           218,778
Deficit Accumulated During the
Development Stage                  (834,923)         (743,143)
                                  ----------        ----------
  Total Shareholders' Deficit      (588,045)         (511,865)
                                  ----------        ----------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY              $107,729          $151,658
                                  ==========        ==========

The accompanying notes and accountant's report are an integral part
of these financial statements.
</table>
<PAGE>
<PAGE>
                      ANYTHING2SHIP, INC.
               (A Developmental Stage Company)
                CONSOLIDATED INCOME STATEMENT
           For the Period Ending November 30, 2002

<table>
                              For the 3 Mos Ended   For the 3 Mos Ended
                                Aug. 31, 2002       November 30, 2002
                                  (Reviewed)            (Reviewed)
                            -----------------------------------------

                          <c>                   <c>
TOTAL REVENUES:                      $     0           $     0

OPERATING EXPENSES:
Accounting                             2,500             2,500
Telephone                              1,076               934
Legal                                  2,500             2,500
Utilities                                 48                32
Rent Contributed                         600               600
License & Permits                          0                70
Contributed Services                  15,000            15,000
Filing Fees                               50                50
Bank Charges                             231                73
Travel                                 1,456             2,750
Depreciation                          31,616            44,961
Insurance                                 72                 0
Consulting                            39,900            34,000
Rent Other                             1,050                 0
Sales Tax                                223                 0
Property Tax                             486                 0
Postage                                    0               120
                                   ----------        ----------
Total Operating Expenses              96,808           103,590
                                   ----------        ----------
 Net Operating Loss                  (96,808)         (103,590)
                                   ----------        ----------
Other Income                               0            15,792
Interest Expense                      (3,857)           (3,982)
                                   ----------        ----------
TOTAL LOSS                         $(100,665)        $( 91,780)
                                   ----------        ----------
Net Loss per Share                   $(0.008)          $(0.007)
                                   ==========        ==========
</table>

The accompanying notes and accountant's report are an integral part
of these financial statements.

<PAGE>
<PAGE>
                      ANYTHING2SHIP, INC.
               (A Developmental Stage Company)
            CONSOLIDATED STATEMENT OF CASH FLOWS
           For the Period Ending November 30, 2002

<TABLE>
                            For the 3 mos      For the 3 mos
                                Ended              Ended
                                 to                 to
                           November 30, 2002  August 31, 2002
                         -------------------------------------

                          <c>               <c>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income                    $(91,780)          $(100,665)

Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
 Depreciation and Other
 Non-Cash Charges               44,961              36,366

Change in Assets, Liabilities
 and Accrued Expenses           61,019             100,665
                            -----------        ------------
 Total Adjustments            $105,980            $137,031

Net Cash Provided/(Used in)
Operations                      14,200              36,366

Cash Flows from
Investing Activities:
Assets Acquired from
   Subsidiary                        0                   0
Investing Activities           (41,108)            (51,445)
                            -----------        ------------
Cash Flows from Financing
Activities:
Net Cash Provided               26,855              12,995
                            -----------        ------------
Net Increase in cash
and cash equivalents               (53)             (1,084)

Cash and cash equivalents at
 the beginning of the period     1,183               1,183
                            -----------        ------------
Cash and cash equivalents at
 the end of the period         $ 1,130               $  99
                            ===========        ============


</table>

The accompanying notes and accountant's report are an integral part
of these financial statements.


<PAGE>
<PAGE>

                       ANYTHINGS2SHIP INC.
                 NOTES TO FINANCIAL STATEMENTS
                       November 30, 2002

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A. Description of Company

Anything2Ship Inc.,("the Company") is a for-profit corporation,
incorporated under the laws of the State of Delaware on December
31, 1996 under the name MCC Catering Inc. The Company is a
developmental stage company. The Company's principal objective is
the development of a digital technology platform to service the
shipping industry.

B. Basis of Presentation

Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.

C. Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results could differ from
these estimates. Significant estimates in the financial statements
include the assumption that the Company will continue as a going
concern. See Note 3.

D. Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers
all short-term investments with maturity of three months or less to
be cash equivalents.

E. Consolidation Policy

The accompanying consolidated financial statements include the
accounts of the Company and all of its wholly owned and majority
owned subsidiaries. There were no inter-company transaction to
eliminate in consolidation.

F. Purchase Agreement

On May 29, 2001, the Company entered into an agreement whereby it
agreed to be purchased by AutoFirst Limited, a company incorporated
under the laws of the United Kingdom. AutoFirst Limited is a
development stage company with $3 of assets and no liabilities as
of May 29, 2001. The agreement called for a one- for 2.5 reverse
split of Anything2Ship Inc.'s currently outstanding shares
resulting in 2,400,000 outstanding. The financial statements as
presented reflected the stock split. Anything2Ship Inc., then
issued 12,500,00 post-reverse split shares with a par value of
$12,500 to the shareholders of AutoFirst Limited and others in
exchange for 100% of the issued and outstanding stock of AutoFirst
Limited.

Anything2ship accounted for the purchase agreement transaction as a
capital transaction rather than a business combination. Additional
paid in capital was reduced for the $12,500 par value of the stock.
Anything2Ship issued stock in exchange for the outstanding stock of
AutoFirst. Anything2Ship recorded AutoFirst's cash of $3 as its own
assets. No goodwill or other intangible asset was recorded. Upon
consummation of the transaction, the prior historic financial
statements of the new entity reflected AutoFirst's historic
financial statements. The Company is known as Anything2Ship, Inc.

Although Anything2Ship is the legal acquirer of AutoFirst,
AutoFirst is the acquirer for accounting purposes because the
former shareholders of AutoFirst hold 81% of the total shares of
Anything2Ship, and the former shareholders of Anything2Ship hold
19% of the total shares immediately after the acquisition.
Thus, the former shareholders of AutoFirst have control of the
merged entity.

G) FIXED ASSETS

Furniture, fixtures, equipment and automobile are recorded at cost.
Fixed assets are depreciated on a straight line or accelerated
method at rates dependent on the type of asset.


NOTE 2 - USE OF OFFICE SPACE

The Company uses 250 square feet of space for its executive offices
at City Tower, 40 Basinghall Street, London, UK which it receives
from one of its shareholders at no cost. The fair market value of
this office is $200 per month, which is reflected as an expense
with a corresponding credit to additional paid-in capital.
The Company also leased office space in Stamford, Connecticut.

NOTE 3 - LIQUIDITY

The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income. The
Company's limited operating history, including its losses and no
revenues, primarily reflect the operations of its early stage. As a
result, the Company had from time of inception to November 30, 2002
no revenue and a net loss from operations of $(834,923). As of
November 30, 2002, the Company had a net capital deficiency of
$(588,045).

The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general and
administrative expenses and to fund costs associated with the start
up of its operations.

It is not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future. Anything2Ship Inc. does not have a working
capital line of credit with any financial institution. Therefore,
future sources of liquidity will be limited to the Company's
ability to obtain additional debt or equity funding.


NOTE 4 - CONTRIBUTED SERVICES

On March 1, 1999 two of the Company's officers began rendering
services on behalf of the company at no cost. The fair market value
is $2,500 per officer per month. Each amount is reflected as an
expense with a corresponding credit to additional paid in capital.


NOTE 5 - FIXED ASSETS

Fixed Assets consist of the following:


                                        Accumulated
                              Cost     Depreciation       Net
                            -----------------------------------
Computer hardware, software
and office Equipment        $244,200     $137,610     $106,509




NOTE 6 - NOTE PAYABLE - CRITERION MANAGEMENT SERVICES LIMITED

On June 17, 2001, the Company entered into an agreement to purchase
computer hardware and software. The agreement calls for 4 payments
of $50,000, including principal and interest. The agreement is
evidenced by a note.

$50,000 was due on December 17, 2001 and three instalments of
$50,000 each are due 90, 180 and 270 days after the first
instalment however Criterion has agreed to postpone first payment
until March 2003 or until financing is in place which ever occurs
first.


NOTE 7. RELATED PARTY TRANSACTION AND LOAN PAYABLE - ASTRIDE
PROPERTY HOLDINGS LTD.

Astride Property Holdings Ltd. is a shareholder of Anything2Ship,
Inc. Astride Property Holdings Ltd. has agreed to supply funds up
to $75,000 to Anything2Ship to cover Anything2ship's financial
obligations.

Subsequent to that, there is no guarantee or assurance that Astride
Property Holdings Ltd. will advance Anything2Ship any further funds
or that Anything2Ship will be able to raise any additional funds to
meet its financial obligations.

Anything2Ship anticipates that its capital resources, as provided
through its arrangement with Astride Property Holdings Ltd., will
permit the company to maintain its current implemented operations
for at least twelve (12) months.

As of November 30, 2002, $80,514 was outstanding on this loan.

The loan is not evidenced by a note. The informal agreement calls
for no payment of interest.  Anything2Ship intends to repay the
loan out of any fundraising that it may carry out or when the
Company  achieves sustainable revenue.


NOTE 8 - LOAN PAYABLE - RLI CAPITAL

RLI Capital Limited has agreed to supply funds to Anything2Ship to
cover Anything2Ship's financial obligations.

Subsequent to that, there is no guarantee or assurance that RLI
Capital Limited will advance Anything2Ship any further funds or
that Anything2Ship will be able to raise any additional funds to
meet its financial obligations.

Anything2Ship anticipates that its capital resources, as provided
through its arrangement with RLI Capital Limited, will permit the
company to maintain its current implemented operations for at least
twelve (12) months.

As of November 30, 2002, $265,147 was outstanding on this loan.
The loan is not evidenced by a note which calls for interest of 6%
per year to be added to the principal balance monthly.
Anything2Ship intends to repay the loan out of any fundraising that
it may carry out or when the Company achieves sustainable revenue.


<PAGE>
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

Anything2Ship Inc., ("A2S"), a development stage company, was
organized in January 1997 as MCC Catering Inc., under the laws of
the State of Delaware, having the stated purpose of engaging in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware. A2S has limited
operating history upon which investors can rely upon in evaluating
the company.

On May 29, 2001, the Company acquired Autofirst Limited, a UK
corporation with the stated aim of developing and acquiring
technology to develop a digital platform to match shippers with
hauliers. As part of this transaction, the company effectuated a
2.5 to one reverse split of the company's outstanding shares of
common stock and issued 10,100,000 shares of common stock to the
shareholders of Autofirst Limited. This resulted with the company
having outstanding 12,500,000 shares of issued and outstanding
common stock as at May 31, 2002. On May 31, 2001 the company
changed its name to Anything2Ship Inc. The shareholders of
Autofirst Limited assumed control of the Company on May 29, 2001.

Anything2ship Inc., (hereinafter "A2S") is a web enabled freight
management service primarily focused on the spot freight
marketplace. Our business is initially being launched in the UK,
and is expected to subsequently expanding throughout the European
Union countries. In the event such an expansion is successful, the
company will attempt to continue with an expansion to the United
States. There is no guarantee that A2S' plans shall be successful
or that it shall become profitable. Investors are alerted that
there exist significant risks associated with investment in A2S.

A2S has created a new market dynamic that virtually eliminates the
significant inefficiency in the buying and selling of freight
services between spot buyers and shippers (Small to Medium
Enterprises-"SME's") of freight over 100 lbs and Carriers seeking
to fill empty space backhauls. By utilizing the Internet, A2S has
codified in time and place terms a random marketplace by matching
in real-time the supply and demand needs of an extensive spot
shipper market. Plagued by underutilized trucking capacity,
carriers are currently running 36% empty in the UK and higher in
Europe.

The logistics market in the UK is over $42 billion, but with the
planned expansion into Europe the total market exceeds $
150billion, which is fragmented into thousands of companies. The
top 15 UK Carriers account for less than 6% of the market; A2S's
target market is 2.7 million of the 3.7million UK SME's
(Details: Appendix 1). To achieve its Year 3 goal, A2S needs to
capture 1% of this SME target market, or 27,000 shippers. The
growth in the road haulage market will be characterized by wider
international coverage, an increasing reliance on Information
Technology (IT), and growth in rationalization as larger
companies target acquisitions in order to increase their geographic
and product coverage. In addition, the industry will remain
burdened by overcapacity that will further intensify competition
and create demand for greater efficiency, capacity management, and
cost control.

A2S will seek to provide a unique freight management service that
satisfies the unmet needs of buyers and sellers of spot freight. It
will seek to accommodate the small to medium size businesses
(SME's) who are plagued by the frustration of getting competitive
quotes, prompt service and efficient accounting reconciliation.
Conversely, A2S will seek to help carriers optimize capacity by
reaching SME's that have been inherently too expensive and
inefficient to prospect.

A2S seeks to provide the SME buyer of spot freight with real-time
quotes from Carriers with underutilized capacity by their postcode
preferences, thus giving shippers a new level of competitive
pricing, service, and efficiency within the entire transaction
process. A2S also seeks to provide Carriers with new revenue
sources from an untapped market, thereby increasing load
optimization and margins, while reducing costs and credit risk.

A2S shall focus on the 100lbs/50 kilos plus spot freight
marketplace, which is approximately 5 times the value of the
FedEx/UPS market in the US. This market is highly fragmented and
therefore poorly served. A2S will seek to initially serve the UK
SME market by creating efficient, automated, cost effective service
in place of a manually intensive, time consuming and fragmented
process. No recognized brand currently serves this market. A2S
consolidates the SME marketplace by creating "critical mass" for
the Seller (Carrier) looking to optimize capacity and reduce the
average 36% running empty capacity. The A2S system perfects a
disorganized supply and demand marketplace. A2S utilizes the
existing physical infrastructure of the marketplace by using
digital technology to match buyers and sellers. Thus A2S will
seek to derive revenues from buyer and seller by taking a
commission when a transaction is completed, this creates dependency
driven by time and cost savings. Additionally, A2S expects to have
low fixed costs, all of the above are core factors that also exist
in the eBay model.

A2S intends to charge a minimum of 2% from the Carrier and marks up
the Carrier Quote by 15% to the shipper. As A2S fills excess
capacity, which is otherwise unused, it will create lower and more
competitive pricing for A2S customers.

Our Product is an efficient and cost effective electronic system
that allows shippers to get competitive real-time quotes matched to
carriers under utilized capacity by zip code preferences. A2S
electronically arranges all documents, payments, bills of lading,
tracking and delivery notices. This approach retains and maintains
existing purchasing behavior but eliminates phone and fax practice.
This is achieved in part through the support of Oracle 11i
Financials, which provide a powerful web hub of accounting,
customer service, and reporting tools. This is in conjunction with
the Oracle Database that is the industry standard database
platform. In addition, the Company is integrating a number of
existing applications and platforms used by the Airline Industry,
IRS and the US Postal service. Reliability, scalability and the
elimination of reliance on proprietary protocols and standards will
be insured.

The Company's main product and hub of its technology is expected to
begin trials over the coming quarter.  Management have expended
great quantities of time developing and refining the operating
System. The technology is being pooled together from various
sources and is being developed by Italian Software developer,
Systeam SpA, a Rome based corporation.

It is expected that live tests will be carried out prior to the end
of the next quarter.

Results of Operations

The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income. The
Company's limited operating history, including its losses and no
revenues, primarily reflect the operations of its early stage.

As of November 30, 2002, the Company had a net capital deficiency
of $(834,923).

The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general and
administrative expenses and to fund costs associated with the start
up and operations. It is not anticipated that the Company will be
able to meet its financial obligations through internal net
revenue in the foreseeable future. Anything2ship, Inc., has a loan
agreement with RLI Capital Ltd. It is anticipated that this
agreement will be enough to fund the company over the next 12
months.

The Company reported no revenues for the three-month periods ended
November 30, 2002 and 2001, respectively. Operating expenses for
the three-month and six month period ended November 30, 2002 were
$91,780 and $192,445, respectively, compared to the three-month and
six-month period ended November 30, 2001 of $75,071 and $94,934,
respectively. The increase reflects the Company's increased
activity in developing the company's technology platform and the
development if the company's corporate structure.  Operating
expenses are comprised mainly of accounting, legal, and other
professional fees. The Company reported interest charges of $7,839
for the six months ended November 30, 2002, an increase of $2,509
from the six months ended November 30, 2001.  This increase
reflects deferred charges related to the Company's financing
agreement, with RLI Capital Ltd. Depreciation expense totalled
$44,961 and $76,577 in the three and six-month period ended
November 30, 2002, respectively, compared to $430 and $1289 in the
three and six-month period ended  November 30, 2001, respectively.

Liquidity and Capital Resources

The Company anticipates that it will continue to incur significant
operating losses for the foreseeable future. There can be no
assurance as to whether or when we will generate material revenues
or achieve profitable operations.

We are actively seeking strategic alliances in order to develop and
market our products. We have a Credit Facility with RLI Capital
Limited as at November 30, 2002 $265,147 was outstanding.

We anticipate that our capital resources, as provided through the
agreement with RLI Capital Ltd will permit the Company to maintain
our current operations for at least 12 months.


Risk Factors

We have no recent operating history upon which a comparison or
conclusion can be made for the evaluation of the future operation
of our business. We have recently obtained loan funding to enter
the shipping and haulage market specifically the sector delivering
100lbs and above and providing a web enabled freight management
service primarily focused on the spot freight marketplace. We are
currently completing our software platform and have not yet entered
into any agreements with carriers or shippers.  No assurance can be
given that we will establish our proposed digital platform. We
expect to commence commercial operations, during 2003, although no
assurance can be given that this will occur. Accordingly, we have
no operating history on which you can evaluate our future
performance. We are at an early stage of development and it is
possible that we may not achieve the revenues that we anticipate.
If that occurs, we will receive less than our projected income from
our operations and our ability to operate on a profitable basis
will suffer. Before investing, you should carefully evaluate the
risks, uncertainties, expenses and difficulties frequently
encountered by early stage companies.

We Need To Initiate Our Marketing And Sales Operations. These
Activities Will Strain Our Limited Resources, and Failure to
Effectively Manage The Implementation and Growth of Our Business
Could Disrupt Our Operations And Prevent Us From Generating The
Revenues We Expect.

We will have to commence our marketing and sales operations in
order to successfully implement our business strategy. This will
involve the recruitment of management and staff, the establishment
of sales and marketing infrastructures and the development of
efficient delivery systems. If we are successful in commencing
commercial operations, we may then experience rapid growth,
requiring us to manage multiple relationships with shippers and
carriers using our service. The implementation of operations and
the subsequent expansion of such operations which may follow can be
expected to strain our management, operational, financial, and
technological resources. If we fail to manage our growth in a
manner that minimizes these strains on our resources it could
disrupt our operations and ultimately prevent us from generating
the revenues we expect. The implementation and growth of our
business will also depend on our ability to attract and retain
qualified employees and consultants, particularly marketing and
sales personnel. If we fail to manage our growth successfully, our
business will suffer.

Our Digital Technology Platform To Match Shippers With Haulers Is
Our Only Current Product. Our Anticipated Future Revenue Growth And
Profitability Will Suffer If It Does Not Achieve Broad Market
Acceptance.

We have yet to generate any use of our product. We have no
potential sources of revenues from anything other than through use
of our digital platform. Accordingly, we cannot give any assurance
that sufficient market penetration can be achieved so that we can
operate profitably. If we are unable to sell our product or
if acceptance develops more slowly than expected, our business will
be materially and adversely affected.

We Will Not Be Able To Generate Revenues Or Profits If We Are
Unable To Compete Effectively With Haulers and Consolidators.

Our ability to generate revenues and operate profitably will be
directly related to our ability to compete effectively existing
systems used by operators in the haulage market. Although we
believe that we can effectively compete on the basis of price and
quality of service, we will face competition from haulers and
consolidators virtually all of whom are larger than we are, and
have substantially more assets and resources than we have. Our
future success will depend, to a significant extent, on a number of
factors, including acceptance of our product and our ability to
successfully develop and exploit such acceptance. We can give
no assurance that we will be able to overcome the competitive
disadvantages we face as a small company with limited capital and
without a history of successfully developing and marketing a
digital platform product.

Our Future Success Is Dependent On The Performance And Continued
Service Of Our Executive Officers And Key Employees, And Our
Ability To Attract And Retain Skilled Personnel.

Our performance and future operating results are substantially
dependent on the continued service and performance of our
president, treasurer and chief executive and other management. To
the extent that the services of such persons become unavailable,
our business or prospects may be adversely affected. Should
we be required to do so, we do not know whether we would be able to
employ equally qualified persons to replace any of these persons.
We do not currently maintain "key man" insurance for any of our
executive officers or other key employees and do not intend to
obtain this type of insurance following the completion of this
offering. If we are successful in implementing and developing our
business, we will require additional managerial, administrative and
support personnel. Competition for highly qualified personnel is
intense, and we cannot assure that we can retain our key employees
or that we will be able to attract or retain qualified personnel in
the future. The loss of the services of any of our management or
other key employees and our inability to attract and retain other
necessary personnel could have a material adverse effect on our
financial condition, operating results, and cash flows. See
"Management".

We May Need Financing Which May Not Be Available And, If Available,
Might Only Be Available On Unfavorable Terms

While we believe we have sufficient capital for the next twelve
months, presently unanticipated occurrences and expenses may make
it necessary for us to raise funds through equity or debt
financings until such time, if ever, as we are able to operate
profitably. In the event that we do require such outside funding,
there is no assurance that we will be able to obtain it on terms
beneficial to us, if at all. Should that occur, we might be
prevented from commencing commercial operations or, if we have
begun commercial operations, we might have to curtail or cease
them.

We Have Incurred Losses From Inception And Expect To Continue To
Incur Losses Unless And Until We Successfully Commence Commercial
Operations.

As of November 30, 2002, we had incurred losses since our inception
of $834,923. We have had no operating revenues and have not yet
commenced commercial operations. Although we expect to commence
commercial operations during 2003, no assurance can be give that
will do so or if commenced that we will achieve profitability. Our
failure to commence commercial operations and achieve profitability
would have a material adverse effect on our business.

If we lose key management or other personnel our business will
suffer.

We are highly dependent on the principal members of our management
staff. We also rely on consultants and advisors, to assist us in
formulating our development strategy. Our success also depends upon
retaining key management and technical personnel, as well as our
ability to attract and retain additional highly-qualified
personnel. We face intense competition for personnel from other
companies, government entities and other organizations. We may not
be successful in retaining our current personnel. We may not be
successful in hiring or retaining qualified personnel in the
future. If we lose the services of any of our management staff or
key technical personnel, or if we fail to attract qualified
personnel, our ability to acquire, develop or sell products would
be adversely affected.

Our management and internal systems might be inadequate to handle
our potential growth.

Our success will depend in significant part on the expansion of our
operations and the effective management of growth. This growth will
place a significant strain on our management and information
systems and resources and operational and financial systems and
resources. To manage future growth, our management must continue to
improve our operational and financial systems and expand, train,
retain and manage our employee base. Our management may not be able
to manage our growth effectively. If our systems, procedures,
controls, and resources are inadequate to support our operations,
our expansion would be halted and we could lose our opportunity to
gain significant market share. Any inability to manage growth
effectively may harm our ability to institute our business plan.

Because we intend to have international operations, we will be
subject to risks of conducting business in foreign countries.

If, as we anticipate, international operations will constitute a
part of our business, we will be subject to the risks of conducting
business in foreign countries, including:

o difficulty in establishing or managing distribution
relationships;

o our inability to locate qualified local employees, partners, and
suppliers;

o the potential burden of complying with a variety of foreign laws,
and trade standards; and

o general geopolitical risks, such as political and economic
instability, changes in diplomatic and trade relations, and foreign
currency risks.

o our business will commence in the United Kingdom and could be
affected by decisions taken by the European Community

We cannot predict our future capital needs and we may not be able
to secure additional financing which could affect our ability to
operate as a going concern.

We may need additional financing to continue to fund the
development of our products and to generally expand and grow our
business. To the extent that we will be required to fund operating
losses, our financial position would deteriorate. There can be no
assurance that we will be able to find significant additional
financing at all or on terms favorable to us. If equity securities
are issued in connection with a financing, dilution to our
stockholders may result, and if additional funds are raised through
the incurrence of debt, we may be subject to restrictions on our
operations and finances. Furthermore, if we do incur additional
debt, we may be limiting our ability to repurchase capital stock,
engage in mergers, consolidations, acquisitions and asset sales, or
alter our lines of business or accounting methods, even though
these actions would otherwise benefit our business.

If adequate financing is not available, we may be required to
delay, scale back or eliminate our development programs, to
relinquish rights to certain technologies or products, or to
license third parties to commercialize technologies or products
that we would otherwise seek to develop. Any inability to obtain
additional financing, if required, would have a material adverse
effect on our ability to continue our operations and implement our
business plan.

The prices we charge for our products may decrease and our revenues
could decrease.

Our ability to market our products successfully depends in part on
the price we may be able to charge for our products

We may encounter significant financial and operating risks if we
grow our business through acquisitions.

As part of our growth strategy, we may seek to acquire or invest in
complementary or competitive businesses, products or technologies.
The process of integrating acquired assets into our operations may
result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be
available for the ongoing development of our business. We may
allocate a significant portion of our available working capital to
finance all or a portion of the purchase price relating to possible
acquisitions although we have no immediate plans to do so. Any
future acquisition or investment opportunity may require us to
obtain additional financing to complete the transaction. The
anticipated benefits of any acquisitions may not be realized. In
addition, future acquisitions by us could result in potentially
dilutive issuances of equity securities, the incurrence of debt and
contingent liabilities and amortization expenses related to
goodwill and other intangible assets, any of which could materially
adversely affect our operating results and financial position.
Acquisitions also involve other risks, including entering markets
in which we have no or limited prior experience.

We could face increased competition.

Our shipping services compete against a variety of Internet and
traditional shipping services and, brokers.  We face competition
from both Internet commerce companies as well as traditional,
software development companies and offline companies within the
shipping industries. Competition among shipping-related software
products and services generally and commercial Web sites offering
shipping-related products and services may increase significantly
in the future. To compete successfully as a commercial entity, we
must significantly increase awareness of our services and brand
name. We cannot assure that we can compete successfully against
current or future competitors, many of which have substantially
more capital, existing brand recognition, resources and access to
additional financing. Our existing and potential competitors may
develop products and services that are perceived as better than
those we provided or other achieve greater market acceptance. All
these competitive pressures may result in increased marketing
costs, or loss of market share or otherwise may materially and
adversely affect our business, results of operations and
financial condition.

The provisions of Delaware law may inhibit potential acquisition
bids that stockholders may believe are desirable, and the market
price of our common stock may be lower as a result. We are subject
to the anti-takeover provisions of Section 203 of the Delaware
corporate statute, which regulates corporate acquisitions. These
provisions could discourage potential acquisition proposals and
could delay or prevent a change in control transaction. They could
also have the effect of discouraging others from making tender
offers for our common stock. As a result, these provisions may
prevent our stock price from increasing substantially in response
to actual or rumored takeover attempts. These provisions may also
prevent changes in our management.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are currently no pending legal proceedings against the
company.

Item 2. Changes in Securities

There were no changes in securities for this period.

Item 3. Defaults upon Senior Securities

There has been no default in the payment of principal, interest,
sinking or purchase fund instalment.

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

There were no matters submitted to a vote of security holders for
this period.

Item 5. Other information

There is no other information to report which is material to the
company's financial condition not
previously reported.

Item 6. Exhibits and Reports on Form 8-K

The company has not filed Form 8-K in this period ending November
30, 2002.

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SIGNATURES

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

ANYTHING2SHIP INC.
(Registrant)
Date: February 6, 2003

By: /s/ LINDEN BOYNE
    ----------------
    Director