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

                          FORM 10-Q

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

        For the quarterly period ended August 31, 2002

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                       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 August 31, 2002, the following shares of the Registrant's
common stock were issued and outstanding:

         12,500,000 shares of voting common stock


<PAGE>
PART I - FINANCIAL INFORMATION

October 7, 2002

To the Board of Directors
Anything2Ship, Inc.


I have reviewed the accompanying balance sheet of Anything2Ship,
Inc. as of August 31, 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>
                     ANYTHING2SHIP, INC.
               (A Developmental Stage Company)
             CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
                                      As Of             As Of
                                  August 31, 2002   Feb. 28, 2002
                                   (Unaudited)       (Audited)
                                 --------------------------------
<S>                               <C>            <C>
ASSETS
Current Assets
Cash                                  $   99           $1,060

Fixed Assets - Note 6                151,559          127,604
                                   ----------       ----------
TOTAL ASSETS                        $106,858         $128,664
                                   ==========       ==========

                LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                    $ 47,877          $ 6,963
Accrued Expenses                    $ 95,054           10,017
Loan Payable & Lease payable         198,718          203,827
                                 -----------        ----------
  Total Current Liabilities        $ 341,649         $220,807

LONG TERM LIABILITIES
 Lease payable                        3,069              5034
 Loan Payable -
    Astride Property Holdings Ltd    80,514            80,514
    RLI Capital Limited             238,291           185,051
                                  ----------        ----------
  Total Liabilities                $663,523          $491,406

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          218,778           187,583
Deficit Accumulated During the
Development Stage                  (743,143)         (562,825)
                                  ----------        ----------
  Total Shareholders' Deficit      (511,865)         (362,742)
                                  ----------        ----------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY              $151,658          $128,664
                                  ==========        ==========
</TABLE>

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

<PAGE>
                     ANYTHING2SHIP, INC.
       CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

<TABLE>
                                    For the 3 Mos Ended     For the 3 Mos Ended
                                         August 31                May 31
                                  ----------------------------------------------
<S>                              <C>         <C>          <C>         <C>
TOTAL REVENUES:                      $     0    $      0     $      0   $     0

OPERATING EXPENSES:

Accounting                             2,500       1,750        2,500     3,000
Legal                                  2,500       3,354        2,500     4,000
Rent Expense                           1,650      15,047        1,600       600
Filing Fees                               50          58           13        13
Contributed Services                  15,000      15,000       15,000    15,000
Interest                               3,857       5,330        3,791         -
Telephone                              1,076       6,439        2,277         -
Utilities                                 48       3,084           48         -
Consulting                            39,900      87,190       21,000         -
Insurance                                 72         998          120         -
Office Expense                             0       3,157        4,232         -
Depreciation Expense                  31,616         859       21,929         -
Bank Service Charges                     231           -            -         -
Property Tax                             486           -            -         -
Sales Tax                                223           -            -         -
Travel                                 1,456           -        5,672         -
                                  -----------  ----------    --------- ---------
Total Operating Expenses          $   96,808     142,266       75,891    22,613

 Net Loss                            (96,808)   (142,266)     (75,891)  (22,613)
                                  -----------  ----------    --------- ---------
Accumulated Deficit -
 Beginning of Period                (642,478)   (235,463)    (562,825) (212,850)
                                  -----------  ----------    --------- ---------
Accumulated Deficit -
 End of Period                      (743,143)   (377,729)    (642,478) (235,463)
                                  -----------  ----------    --------- ---------
Net Loss per Share                  $(0.0805)     $(0.01)      $(0.06)   $(0.09)
                                  =========== ===========    ========= =========
Weighted Average number
of shares outstanding             12,500,000  12,500,000    12,500,000 2,619,555

</TABLE>

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

<PAGE>
                     ANYTHING2SHIP, INC.
                  STATEMENT OF CASH FLOWS
<TABLE>
                            For the 3 mos       For the 3 mos
                               Ended               Ended
                                to                  to
                           August 31, 2002     August 31, 2001
                         -------------------------------------
<S>                        <C>                  <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income                    $(100,665)          $(142,266)

Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
 Depreciation                    36,366                 859

Change in Operating Assets
 and Liabilities                100,665               5,162
                             -------------------------------
Net Cash Used in
Operating Activities             36,366            (120,645)

Investing Activities            (50,445)
                             -------------------------------
Cash Flows from Financing
Activities                      (14,079)            334,204

Net cash provided by (used in)
 financing activities            12,995            (213,559)
                             -------------------------------
Net Increase(decrease)in cash
and cash equivalents             (1,084)                  0

Cash and cash equivalents at
 the beginning of the period      1,183                   3
                             -------------------------------
Cash and cash equivalents at
 the end of the period          $    99                   3
                             ===============================

</TABLE>

The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
                        ANYTHINGS2SHIP INC.
                  NOTES TO FINANCIAL STATEMENTS
                         August 31, 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 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) 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 August 31,
2002 no revenue and a net loss from operations of $(743,143). As
of August 31, 2002, the Company had a net capital deficiency of
$(511,865).

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        $270,890     $119,331     $151,559



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 September 2002 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 May 31, 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 August 31, 2002, $238,291 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>

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.

On October 4, 2002, the Company filed an SB/2 Registration
statement with the Securities & Exchange Commission to register
11,495,400 shares.

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 150 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 $150 billion, but with the
planned expansion into Europe the total market exceeds $ 1.5
trillion, 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 150lbs/68 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 August 31, 2002, the Company had a net capital deficiency
of $(743,143).

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 August 31, 2002 and 2001, respectively. Operating expenses
for the three-month and six month period ended August 31, 2002
were $96,808 and $172,699, respectively, compared to the
three-month and six-month period ended August 31, 2001 of
$142,266 and $164,879, 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 $7,648 for the six months ended
August 31, 2002, an increase of $2,318 from the six months ended
August 31, 2001. This increase reflects deferred charges
related to the Company's financing agreement, with RLI Capital
Ltd. Depreciation expense totaled $31,616 and $53,545 in the
three and six-month period ended August 31, 2002, respectively,
compared to $859 in the three and six-month period ended August
31, 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 which as at 31st August 2002 $238,291 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 150lbs 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 2002, 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 August 31, 2002, we had incurred losses since our inception
of $743,143.  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.

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.


<PAGE>

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 August
31, 2002.

<PAGE>

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: October 21, 2002

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