SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 1999

                                       OR

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

             For the transition period from __________ to __________

                        Commission file number: 000-29994

                          Anything Internet Corporation
                         ------------------------------
             (Exact name of registrant as specified in its charter)



                  COLORADO                            84-1425882
       ----------------------------              ----------------------
       (State or other jurisdiction                (I.R.S. Employer
             of incorporation)                   Identification Number)


            3020 North El Paso, Ste. 103, Colorado Springs, CO  80907
         --------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)


      Registrant's  telephone  number,  including  area  code:  (719) 227-1903

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

          Title of each class Name of each exchange on which registered
                                      NONE

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

                           Common Stock, no par value
                           --------------------------
                                (Title of Class)

Check  whether  the  Issuer  (1)  has  filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 during the past 12
months  (or  for  such  shorter period that registrant was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.  Yes  [  ]  No  [X]

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

The  Registrant's  revenues  for  its  fiscal  year  ended  June  30,  1999 were
$3,503,822.

The aggregate market value of the voting stock on September 21, 1999 (consisting
of  Common  Stock,  no  par  value  per  share)  held  by  non-affiliates  was
approximately  $5,049,551  based upon the closing price for such Common Stock on
said  date  ($3.75),  as  reported  by a market maker.  On such date, there were
3,074,400  shares  of  Registrant's  Common  Stock  outstanding.


PART  I

Item  1.  Description  of  Business

OVERVIEW

     Anything  Internet  Corporation  (the  "Company") is an Internet e-commerce
holding company focused on building a network of successful e-commerce operating
companies,  joint  ventures,  strategic  alliances  and  partnerships.  The
anticipated outcome of these various endeavors is the creation of the first true
e-commerce  conglomerate.

     Unlike most e-commerce businesses today, the Company is not limiting itself
to  one  specific area of e-commerce (ie. books, computers, CDs, etc.).  Rather,
the  Company is aggressively pursuing diversification into a variety of emerging
e-commerce  venues.  If  successful,  the  Company  will  have:

-  minimized  its  exposure  and  risk to normal industry specific business down
cycles;

-  increased  its  chances  of  participating  in one of the few expected "super
successful"  Internet  e-commerce  ventures;  and

-  created  more  site traffic and revenue generating opportunities by referring
potential  customers  to  other  Internet  storefronts owned and operated by the
Company  rather  than  by  a  third-party.

     Currently  the  Company  operates  through  two  wholly-owned subsidiaries:
AnythingPC  Internet  Corporation ("AnythingPC") and Anything Coffee Corporation
("AnythingCoffee").  AnythingPC  is  a  rapidly  growing Internet based discount
retailer  of  over  201,000 different computer hardware, software and peripheral
products  to  end  consumers and businesses.  Through its Internet storefronts -
www.anythingpc.com,  www.anythingmac.com  and  www.anythingunix.com - AnythingPC
offers one-stop shopping to its customers 24 hours a day, seven days a week.  In
addition  to  its  wide  array  of  product  offerings, AnythingPC's storefronts
feature competitively priced "Hot Products", an easy-to-use graphical interface,
a  powerful search engine to locate any product desired, a unique "quote monkey"
for  pricing  assistance  on  hard-to-find  products,  and a special "notify me"
feature that automatically notifies customers when a backordered product arrives
in  stock  and  keeps  the  customer appraised of the estimated time of arrival.

     AnythingCoffee  offers coffee drinkers the opportunity to purchase over 200
specialty  coffees,  including  the  difficult  to  find Jamaican Blue Mountain,
derived  from  coffee  beans originating from more than 18 countries worldwide -
all  from  the  comfort  of  their  homes or offices.  AnythingCoffee's Internet
storefront,  www.anycoffee.com,  presents  customers  with  similar  easy-to-use
navigation,  search,  and general functionality found at the AnythingPC Internet
storefronts.

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<PAGE>
     The  Company  also  offers,  through its AnythingBooks Internet storefront,
www.anythingbooks.com, a wide selection of books, magazines and music through an
affiliate  partnership  with  barnesandnoble.com,  Inc. (Nasdaq: BNBN).  Through
this affiliation, the Company is able to utilize barnesandnoble.com's investment
in  their distribution, warehousing and customer service support while receiving
a  portion,  typically 5 - 10% of the gross sale, on all product sales generated
through  this  affiliation.

     Since  its incorporation on August 15, 1997, under the laws of the state of
Colorado, the Company has experienced tremendous growth in both monthly revenues
and  visitors  to its various Internet storefronts.  To continue with this rapid
pace  of  growth  and  to  enhance  brand  awareness  and monthly traffic to its
Internet  storefronts,  the  Company has begun entering into strategic marketing
alliances  with popular Internet content providers and sites of interest such as
C|Net's  Shopper.com, mySimon.com, Priceline.com and bottomdollar.com as well as
technology  enablers such as Digital River, Inc. (NASDAQ: DRIV).  The Company is
currently in negotiations with several other popular content providers and sites
of  interest to greatly expand the number of such strategic alliances to further
enhance  its  Internet  storefronts' technology, expand brand awareness, monthly
traffic  and  subsequent  revenues.

INDUSTRY/INTERNET  OVERVIEW

Growth  of  the  Internet  and  Online  Commerce

The  Internet  has  emerged  as  a significant global medium for communications,
information  and  commerce, enabling millions of people to share information and
conduct  business electronically.  The Company believes growth in Internet usage
and  online  commerce  has  been  fueled  by  a  number  of  factors  including:

-  the  large  and  growing installed base of advanced personal computers in the
home  and  office;

-  improvements  in  network  infrastructure  and  bandwidth;

-  easier  and  cheaper  access  to  the  Internet;

-  increased  awareness  of  the Internet among consumer and business users; and

-  the  rapidly  expanding  availability  of  online  content and commerce which
increases  the  value  to  users  of  being  connected  to  the  Internet.

Forrester  Research,  Inc.,  a market research firm, issued a report in December
1998  predicting  U.S.  business  trade  on  the  Internet will explode from $43
billion  in  1998  to  $1.3  trillion  in  2003.  Meanwhile,  International Data
Corporation  ("IDC"),  another  market  research  firm,  estimated the number of
Internet  users  worldwide will grow from approximately 69 million at the end of
1997  to approximately 320 million by 2002.  In addition, IDC estimates that the
percentage of such Internet users buying goods and services on the Internet will
increase  from 26% in 1997 to 40% in 2002.  The two largest segments of Internet
sales  are  expected  to be computer hardware, software and consumer electronics
purchases  and  travel  and  vacation  planning.

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<PAGE>
Traditional  Methods  of  Retailing

     The  traditional  retail  industry  is  comprised  of  both  store-  and
catalog-based  companies.  The  Company  believes  that  these  retailers  face
inherent  structural  limitations that may not allow them to take full advantage
of  the  growing  worldwide retail marketplace and their customer's increasingly
complex  and  busy  daily  schedules.

     Store-based  retailers  have  limited  shelf space due to costly inventory,
store  personnel  and  real estate considerations that limit the number of stock
keeping  units  (SKUs)  they can offer to their customers.  The Company believes
that  large  store-based  retailers,  also  called  warehouses  or  superstores,
typically  carry  only about 4,000 SKUs.  As a result, manufacturers compete for
scarce retail shelf space and access to the large distributors that supply these
store-based  retailers.  Thus, manufacturers incur a significant expense to gain
this  access  and retailers face the risk of carrying inventory that may quickly
become obsolete.  In addition, the store-based retailers' merchandising process,
which  requires that the retailer physically obtain, set up, and display product
limits  the  speed at which these retailers can change their merchandise mix and
offer  new  products.  Furthermore,  because  store-based  retailers  must  make
significant  investments  in  inventory, real estate and on-site personnel, they
are  not  able  to  expand quickly into new geographic regions.  Personnel costs
also  limit  the number of hours during which store-based retailers may operate,
thereby  limiting  customer  access  and convenience.  Additionally, store-based
retailers  face challenges in hiring, training and retaining knowledgeable sales
staff  conversant  and  up-to-date  on  the broad array of hardware and software
products.

     Catalog  retailers  offer  their customers the convenience of shopping from
home  or  the  office  and  more flexible hours of operation, but they are still
constrained  by  catalog  mailing,  printing  and  associated expenses as to the
number  of  SKUs they can feature and the amount of product information they can
provide.  The  Company  believes  that  a typical catalog retailer carries up to
40,000  SKUs,  but  typically  only  features  2,000  - 3,000 SKUs in any single
catalog.  Furthermore,  the  entire  catalog shopping experience is, in general,
neither  interactive  nor personalized, yet requires extensive personnel support
and  manual  intervention  on behalf of the retailer to take and process orders.
The  Company  also  believes  that many catalog retailers focus primarily on the
corporate  marketplace.

     The  Company  believes  that the business model of the traditional retailer
results in inefficiencies that are exacerbated by, among other things, the broad
array  of  products  and  the  rapidly  changing  world we live in.  The Company
believes  that  Internet-based  retailers  are  well  positioned  to  solve  and
capitalize  on  these  inefficiencies.

ANYTHING  INTERNET'S  SOLUTION

The  Company  understands  the key business challenges of the retailing industry
and  has  adapted to the unique environment of the Internet to address those and
anticipated  future  challenges.  The  Company  believes  that the key operating
advantages  of  its  Internet  storefronts  and  e-commerce  in  general  are:

Attractive Economics of the Internet Storefront -- As an Internet-only retailer,
the  Company  is  not  constrained  by  the  inherent  limitations of store- and
catalog-based  retailers.  The  Company  enjoys  structural  economic advantages
relative  to  traditional  retailers,  including:

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<PAGE>
-  low-cost  and  essentially  unlimited  shelf  space;

-  flexible  advertising  and  affordable  merchandising  opportunities;

-  lower  personnel  requirements;

-  scaleable technology and systems that can serve a fast-growing customer base;
and

-  the  ability  to  serve  a  worldwide  customer  base from a single, domestic
location.

The  Company  intends  to  leverage  its Internet storefronts, content provided,
marketing  and  technology  over  a  growing  global  customer base resulting in
substantial  economies  of  scale  that the Company believes should enable it to
achieve  greater  operating  margins,  product  diversification and, ultimately,
levels  of  profitability  compared  to  tradition  retailers.

Customer  Convenience  --  The Company provides enhanced customer convenience by
enabling  customers  to  purchase  products  from either their home or office 24
hours  a  day,  seven  days a week.  The Company believes that customers may buy
more  items  because  they  have  more  hours  to shop, can act immediately upon
impulse,  and  can  readily  locate  items  that are difficult to find in retail
stores  or  catalogs.

Selection  --  Because  the  Company's  shelf  space  is  low-cost and virtually
limitless,  the  Company  is  able  to  offer  some  of  the  most comprehensive
selections  of  products  available.  To  offer  such a large selection would be
economically and physically impractical to stock in a retail store or publish in
a  mail-order  catalog.  For  example,  through  its  wholly-owned  subsidiary
AnythingPC  Internet Corporation, the Company currently offers more than 201,000
computer  hardware,  software  and  peripheral  products.

Low-Cost  Distribution  Channel for Manufacturers -- Unlike traditional store or
catalog retailers that often charge manufacturers for "shelf space", the Company
can offer the same manufacturers electronic "shelf space" with no up-front cost.
This  benefits  the  Company  in  better  margins  on  certain  products,  the
manufacturer  gains  additional  retail presence with no up-front costs, and the
buyer  gets  access  to  desired  products  at  extremely  competitive  price.

Customer Service -- The inherent nature of the Internet allows for improved pre-
and  post-sales  support  via  both e-mail and telephone.  Customers may inquire
about  the  status  and  tracking  of  their  orders  via the Company's Internet
storefronts.  Also,  customers  can  choose  to be notified automatically when a
backordered  product  they  desire  has  arrived  in  stock and is available for
shipment.

Worldwide  Customer  Base  --  Because  the  Internet is worldwide in scope, the
Company  can  offer  its  entire  product  line  to  customers  in  domestic,
international,  urban  and  rural locations where finding the product desired by
the  customer  is  not  always  a  simple  task.


STRATEGY

The  Company's  objective  is  to become the first true e-commerce conglomerate.
The  Company  intends  to capitalize on and extend its market position as one of
the  first-mover  e-commerce  companies  through  the  following key strategies:

Building  Brand  Awareness -- The Company believes that building brand awareness
of its Internet storefronts is critical to attracting and expanding its customer
base.  The  Company  intends  to continue building brand awareness and expanding
its  customer  base  through  various  marketing  methods,  including:

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<PAGE>
- building strategic alliances with various Internet content providers and sites
of  interest;

-  Internet  marketing campaigns, including both general and direct advertising;

-  creating  as  many  general  and  specific  "links"  to the Company's various
Internet  storefronts  as  possible;

-  targeted  non-Internet  marketing  programs  aimed  at  generating sales from
consumers  and  businesses;  and

-  specialized  programs, including "personalization" features, directed towards
building  repeat  business  from  existing  customers.

Promote  Repeat Purchases -- The Company's strategy is to build customer loyalty
and  thereby  promote repeat buying by providing enhanced product information to
consumers,  efficient  site  navigation  and  search  capabilities, personalized
services  and  targeted  communications  and  promotions,  and  a broad range of
immediately  available  products.

Leverage  and  Further Develop Strategic Relationships -- The Company intends to
continue  to leverage its strategic marketing alliances with popular portals and
sites  of  interest  such as C|Net's Shopper.com, mySimon.com, Priceline.com and
bottomdollar.com  and  technology  enablers such as Digital River, Inc. (NASDAQ:
DRIV)  to enhance its Internet storefronts' technology, expand brand recognition
and  increase  site  traffic  and  subsequent  customer sales.  The Company also
intends  to  expand  its online visibility and may enter into relationships with
additional  Internet  access  providers,  search  engines and other high-traffic
Internet  sites.

Maintain  Technology  Focus  and  Expertise  --  The Company intends to continue
maximizing  the unique efficiencies of the Internet, such as the ability to make
changes  in  merchandising  and  content  in  real-time  and  at  low  cost, to:

-  increase  merchandising  effectiveness;

-  personalize  the  customers'  experiences;  and

-  improve  operating  efficiencies.

     The Company is currently developing systems and technologies to personalize
visitors'  shopping  and  post-shopping  experiences.  By  targeting content and
promotions  such  as e-mails, newsletters and store advertising, the Company can
deliver  more  compelling promotional programs.  The Company also intends to use
such  technology  to  lower transaction costs and improve the customer's  online
shopping  experience  through:

-  the  automation  of  customer  service  functions  such  as  automated e-mail
responses  and  online  in-stock  status;

-  product  management  such as using automation to update the product databases
and  create  upsells  and  links  to  product  reviews;  and

-  communications  with  suppliers for purchasing and automating payment methods
for  accounting.

Strengthen  First-Mover  Advantages  --  The  Company  believes that significant
barriers  exist  that  are  making it increasingly difficult to enter the online
computer  products  marketplace  in  a  cost-effective  manner.  These  barriers
include:

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<PAGE>
-  the necessary up-front investment in technology and technical infrastructure,
such  as  that  required  for  real-time  processing  of  both payment and order
fulfillment.  International  Data  Corporation, a market research firm, recently
reported  on  average  that it costs an average of $6 million to establish a new
e-commerce  site plus an average of $13 million annually to maintain and promote
it;

-  the  time  and  expense  required  to  build  a  brand that effectively draws
customers  to  an  Internet  site;

- the time, expense and expertise necessary to develop publisher and distributor
relationships;  and

-  the  need  to  develop  strategic  alliances  with high-traffic, high-profile
Internet  sites.

The Company intends to extend its first-mover advantages in each of these areas.

ANYTHINGPC  INTERNET  CORPORATION

     AnythingPC  Internet Corporation, a wholly-owned subsidiary of the Company,
is  a rapidly growing Internet based discount retailer of over 201,000 different
computer  hardware,  software  and  peripheral  products  to  end  consumers and
businesses.  Through  its  Internet  storefronts  -  www.anythingpc.com,
www.anythingmac.com,  and  www.anythingunix.com  -  AnythingPC  offers  one-stop
shopping to its customers 24 hours a day, seven days a week.  In addition to its
wide  array of product offerings, AnythingPC's storefronts feature competitively
priced  "Hot  Products",  an  easy-to-use graphical interface, a powerful search
engine  to  locate  any  product  desired,  a  unique "quote monkey" for pricing
assistance  on  hard-to-find  products,  and  a special "notify me" feature that
automatically notifies customers when a backordered product arrives in stock and
keeps  the  customer  appraised  of  the  estimated  time  of  arrival.

     The  growth  and  acceptance  of  selling  computer  hardware, software and
peripherals via Internet e-commerce has been surprisingly fast.  AnythingPC made
its  first  e-commerce  sale  in  December  1997.

AnythingPC's  Storefronts

     Customers  access  AnythingPC's  Internet  storefronts  through
www.anythingpc.com,  www.anythingmac.com  or  www.anythingunix.com  and  are
presented  with  a  simple,  intuitive  and  easy  to  use  graphical interface.
AnythingPC  has  learned  that customers entering the storefronts generally fall
into  one  of  two  categories:

- they are looking for specific product and wish to purchase it quickly and at a
competitive  price;  or

-  they  are  browsing  the  store  and  seeking an entertaining and informative
shopping  experience.

AnythingPC's  Internet  storefronts  are  designed  to  satisfy  both  types  of
customers.  Just  like  a  physical  retail  store,  customers  can  browse  the
departments  of  the  store,  search for specific needs, view promoted products,
obtain  product  information,  order  products,  and  ask  for customer service.
Unlike  the  traditional  retail  store,  this  can all be accomplished from the
comfort  and  convenience  of  the  customer's  home  or  office.

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<PAGE>
     Shoppers  purchase  products by simply clicking on a button to add products
to their "virtual" shopping baskets.  Customers can add and/or subtract products
from  their  shopping baskets as they browse, prior to making a final purchasing
decision,  just  as  in  a  physical retail store.  To execute orders, customers
click  on the buy button and are prompted to supply shipping and, in the case of
consumers,  credit  card  details,  either by e-mail or by telephone.  The store
design enables purchasers to buy several products at once, rather than having to
repeat  the  same  purchase  process  for  each  desired  product.  All customer
information  is  stored  on  the  Company's secure server and is used to enhance
subsequent  shopping  experiences  by  the repeat customer and better enable the
AnythingPC  to target special promotions.  This process is highly automated, but
AnythingPC  does  accept  orders, questions and requests for product information
via  the  telephone  for  those customers who are concerned about sending credit
card  information  over  the  Internet.

ANYTHING  COFFEE  CORPORATION

     Building off of its technological infrastructure created at AnythingPC, the
Company  created a new subsidiary, Anything Coffee Corporation, and launched its
first  derivative  Internet  storefront, www.anycoffee.com, in August 1999.  The
AnythingCoffee  Internet  storefront features easy-to-use navigation, search and
general  functionality  found  at  the  AnythingPC  Internet  storefronts.

     Through  its Internet storefront, AnythingCoffee offers coffee drinkers the
opportunity  to  purchase  over  200 specialty coffees derived from coffee beans
originating  from  more  than  18  countries worldwide - all from the comfort of
their homes or offices.  In addition, customers may purchase specialty accessory
items  such  as  custom roasting machines and green beans (raw, unroasted coffee
beans).

     According  to Specialty Coffee Association of America, one out of every two
Americans  is classified as a coffee drinker.  Altogether, Americans alone spend
more  than  $7  billion annually on coffee consumption.  The Internet market for
coffee  is  currently  highly  fractured and basically a series of "mom and pop"
outfits,  thereby  creating  a  significant  first-mover  opportunity  for
AnythingCoffee.

ANYTHINGBOOKS.COM

     In  August  1999,  the  Company  entered into an affiliate partnership with
barnesandnoble.com,  Inc.  (Nasdaq:  BNBN) for the creation of the AnythingBooks
Internet  storefront,  www.anythingbooks.com.  Through  this  affiliation,  the
Company  is  able  to  its  customers  one  of  the largest selections of books,
magazines  and  music  under  one  roof  at  almost no cost to the Company.  The
Company is able to do this by utilizing barnesandnoble.com's sizeable investment
in  their  distribution,  warehousing  and  customer service support in a profit
sharing  enviornment.  The  Company  typically  receives  5  -  10% of the gross
proceeds  on  all  product  sales  generated  through  this  affiliation


MARKETING  AND  PROMOTION

     The  Company's marketing strategy is to promote, advertise and increase its
brand  visibility to attract new customers through multiple channels, including:

-  developing  strategic  alliances  with  major  portal  sites;

-  advertising  on  leading  Internet  sites  and  other  media  worldwide;

-  expanding  the  Company's  affiliates  network  and  linking  programs;  and

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<PAGE>
-  direct  marketing  to  existing  and  potential  customers.

     The  Company  believes  that the use of multiple marketing channels reduces
reliance  on any one source of customers, lowers customer acquisition costs, and
maximizes  brand  awareness.

Strategic Alliances -- The Company pursues strategic relationships to expand the
Company's online presence, increase its access to online customers, expand brand
recognition,  and enhance the underlying technology of its Internet storefronts.
In  pursuing  these relationships, the Company seeks exclusive or semi-exclusive
positioning  for  the sales of computer related products on key screens of major
Internet  sites.  To  date,  the  Company  has  established successful strategic
alliances  with  companies  such  as  C|Net's  Shopper.com,  mySimon.com,
Priceline.com,  bottomdollar.com  and  Digital  River,  Inc.  (NASDAQ:  DRIV).

Online  Advertising  --  In  addition  to  its  primary strategic alliances, the
Company  utilizes  numerous  online  sales  and marketing techniques to increase
brand  recognition  and  drive  traffic  to  the Company's Internet storefronts,
including  banner  advertising  on  various  high-traffic  Internet sites.  Such
banner  advertisements  can  be  permanently displayed for designated periods of
time  or  displayed  when  a  user  searches for information relating to certain
keywords  (ie.  "printers"  or  "software").

Direct Marketing -- The Company believes that the demographics of Internet users
overlap  one-to-one  with  the  demographics  of potential customers, especially
those  seeking  to  purchase  new  computer  hardware,  software  and peripheral
products.  The  Company  believes  that  the  Internet  provides  additional
opportunities  for direct marketing to the Company's customers through a variety
of  mechanisms,  and  is exploring such direct marketing opportunities to target
new  and existing customers with customized offers such as an e-mail newsletter,
special  product  offers  and  preferred  customer  offers.

Linking  --  The  Company  believes  it  is important to create as many Internet
"links"  to  its  Internet  storefronts  as  possible.  The Company has begun an
aggressive  program  to  increase  the  number  of  links  from  search engines,
manufacturers'  Internet  sites,  community,  affinity  and  basic  home  pages.

Customer  Service  -- The Company believes its ability to establish and maintain
long-term  relationships  with  its  customers  and  encourage repeat visits and
purchases depends, in part, on the strength of its customer support and service.
Customer  support  and  service  personnel  are responsible for handling general
customer inquiries, answering customer questions about the ordering process, and
investigating  the  status  of  orders, shipments and payments.  The Company has
automated  some  of  the  tools  used by its customer support and service staff,
including  the  tracking  screens  that  enable  its  support  staff  to track a
transaction  by  any  of  a variety of information sources.  At any point in the
purchasing  process, customers can access the Company's support staff by e-mail,
fax  or  telephone.  Customers  who  are  reluctant  to  enter their credit card
numbers  through the Internet site are also invited to call the Company directly
for  purchases.  The  Company  currently  employees a growing staff of dedicated
customer  support  and  service  personnel.


TECHNOLOGY  AND  SYSTEMS

     The  Company  uses complex proprietary and commercially licensed technology
to  make  both  the  customer experience and the management reporting process as
seamless  and  simple as possible with minimal human intervention necessary.  To
that  end,  the  Company  has  developed  technologies  and  systems  to support
scaleable,  flexible  and  seamless online reselling in a secure and easy to use
manner.  By  using  a  combination  of  proprietary  and  commercially available
technologies, the Company has deployed systems for online content dissemination,
online  transaction processing, customer service, market analysis and electronic
data  interchange.

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<PAGE>
Scaleability  and  Flexibility -- The architecture of the Company's hardware and
software  is  built upon a distributed transaction-processing model which allows
the  process  load  to  be  distributed  among  multiple parallel servers.  This
architecture  allows  the  Company  to  scale  by  either  adding new servers or
increasing  the  capacity  of  existing  servers.  The  Company's  hardware  and
software  configuration is designed to scale to support growth while maintaining
user  performance  and  minimizing  the  cost  per  transaction.  In the rapidly
changing  Internet  environment,  the  ability to update this system in order to
stay  current  with  new  technologies  is  important.  The  system's  template
technology  and  modular  database  design  allow the addition or replacement of
software  components,  page  layout  templates, and search and retrieval engines
with  minimal  effort  and disruption.  This architecture also enables low-cost,
rapid  deployment  of  additional, co-branded Internet sites that integrate with
the  Company's  other  Internet  storefronts.

Seamlessness  --  The Company's multiple hardware and software systems integrate
seamlessly  to  manage  real-time  transactions with limited human intervention.
Orders  for products are routed to the appropriate contact person or distributor
while  the  customer's  credit  card  is  charged.  Orders  requiring  human
intervention  are  automatically  routed  for  processing  by a customer service
representative.

Store  Engine  Architecture  --  The Company's hardware and software systems are
based  upon  a distributed transaction-processing model that allows applications
and  data  to  be  distributed  among  multiple  parallel  servers.  Many of the
software  components,  and  the pages of the Company's Internet storefronts, are
developed in a manner that enables the separation of the page look and feel from
the  individual  data  elements  and  their  associated  database lookups.  This
separation  permits  frequent  changes  to  product pricing information, reduces
software  and  database  updates  for  Internet  site changes, and minimizes the
engineering  required  to  maintain  a growing number of items and content.  The
Company  utilizes  technology  that  also  enables  Internet  storefronts  with
different  formats  to  integrate  various  elements  such as search, vendor and
product  pages.  This technology allows the Company to maintain several Internet
storefronts  over  a  single  order  processing  and  customer  service  system.

Data  Warehouse  --  The Company utilizes a database management system to index,
retrieve  and  manipulate product information, content, product catalogs, orders
and  transaction  and  customer  information.  This  system  allows  for  rapid
searching,  sorting, viewing and distribution of a large volume of content.  The
Company  deploys a data warehouse that enables it to access detailed transaction
and customer interaction data and perform proprietary market analysis.  The data
warehouse provides a unified platform for the store engine and other components.
This  data  warehouse  system  incorporates  commercially available hardware and
software  combined  with  proprietary software of the Company in a configuration
developed  internally.

Customer  Reassurance  -- A critical issue to the success of online retailing is
maintaining  the integrity of information, particularly the security of customer
information such as credit card numbers.  The Company believes that its existing
security  systems  are  at  least as secure as those used for traditional retail
store  transactions  and  that  it  has  a comprehensive security strategy.  The
Company's system automatically monitors each purchase and confirms each order by
e-mail  to  the  customer  within  minutes  after  the  order  is  placed.

                                       10
<PAGE>
Fault  Tolerance  and  Scaleable  Internet  Access  -- The Company's systems are
designed  for  automatic transfer to "hot" spare systems in the event of failure
and  are  equipped  with  fully  automated reporting tools.  These tools provide
automated  trouble notification and detailed event logging.  A load distribution
system  monitors  traffic  to each server.  Should a system fail to respond to a
request,  the  automated distribution system will redistribute traffic among the
remaining machines with no loss of user functionality.  In addition, the Company
maintains  redundant servers in both California and Colorado to further minimize
the  chance  of  loss  or  system  disruption.

     Notwithstanding  these  precautions,  there can be no assurance that either
the  security mechanisms of the Company's Internet provider, the Company, or the
Company's  other suppliers will prevent security breaches or service breakdowns.
Despite  the  implementation  of  network  security measures by the Company, its
servers may be vulnerable to computer viruses, physical or electronic break-ins,
and other disruptions that could lead to interruptions, delays, loss of data, or
the  inability  to  accept and fulfill customer orders and could have a material
adverse  effect  on  the  Company's finances, prospects, financial condition and
results  of  operation.

COMPETITION

     The  realm  of  Internet e-commerce is new, rapidly evolving, and intensely
competitive.  Current  and  new competitors can launch new sites at a relatively
low  cost.  At  the  present  time,  the  Company  primarily competes with other
companies  at a divisional level.  However, the Company currently or potentially
competes  with  the  following  companies  sharing  similar  overall visions and
Internet  strategies:

-  Amazon.com (NASDAQ: AMZN) is known, or branded, as a book seller has recently
expanded into videos, CDs, prescription drugs and auctioning products.  They are
anticipated  to  continue  growing  and  diversifying over the coming months and
years;

-  Buy.com,  a  closely  held  company,  is primarily known for selling computer
hardware,  software  and  peripheral  products,  but  has recently expanded into
books,  videos,  games,  and  CDs;  and

-  CMGI,  Inc. (NASDAQ: CMGI) is a developer and operator of Internet and direct
marketing  companies.  CMGI  takes  strategic  equity  positions  in  Internet
businesses,  including  Lycos,  Inc.  (NASDAQ:  LCOS),  Amazon.com and Hollywood
Entertainment  Corporation  (NASDAQ:  HLYW).

     AnythingPC  competes  directly  with  the computer products retail industry
which  is  intensely  competitive.  Through AnythingPC, the Company currently or
potentially  competes  with  a  variety  of  other companies.  These competitors
include:

-  various  traditional  computer  retailers  including CompUSA and MicroCenter;

-  various  mail-order  retailers  including  CDW,  MircoWarehouse,  Insight, PC
Connection  and  Creative  Computers;

- various Internet-focused computer retailers including Egghead.com, beyond.com,
Cyberian  Outpost  and  BuyComp.com;

-  various  manufacturers  that  sell directly over the Internet including Dell,
Gateway  and  Apple;

                                       11
<PAGE>
-  a  number  of  online  service  providers  including  America  Online and the
Microsoft  Network  that offer computer products directly or in partnership with
other  retailers;

-  some non-computer retailers such as Wal*Mart that sell a limited selection of
computer  products  in  their  stores;  and

-  computer  products  distributors  which  may  develop  direct channels to the
consumer  market.

     AnythingCoffee  competes directly with the highly competitive retail coffee
industry.  Through AnythingCoffee, the Company currently or potentially competes
with  a  variety  of  other  companies.  These  competitors  include:

-  various  traditional  retailers  including  Starbucks  (Nasdaq:  SBUX),
supermarkets,  specialty  retailers  and  a  growing  number of specialty coffee
stores  such  as  Second  Cup;

-  various  Internet-based  coffee  retailers,  including  gocoffee.com,  Coffee
Wholesale  USA  and  Coffee  Connoisseurs.com;  and

-  individual  roasters  competing  through  both  traditional retail stores and
Internet  storefronts.

     Increased  competition  from  these  and  other  sources  could require the
Company  to  respond to competitive pressures by establishing pricing, marketing
and  other  programs  or  seeking  out  additional  strategic  alliances  or
acquisitions, any of which could have a material adverse affect on the business,
prospects,  financial  condition  and  results  of  operations  of  the Company.

     The  Company  believes that the principal competitive factors in its market
are  brand  recognition, selection, price, variety of value-added services, ease
of  use,  site  content,  fulfillment,  reliability,  quality  of  search tools,
customer  service  and  technical  expertise.  Many of the Company's current and
potential  competitors  have  longer operating histories, larger customer bases,
greater  brand  recognition,  and significantly greater financial, marketing and
other resources than the Company.  In addition, online retailers may be acquired
by,  receive investments from, or enter into other commercial relationships with
larger,  well-established and well-financed companies as use of the Internet and
other  online  services  increases.  The  Company  is  aware that certain of its
competitors  have  and  may  continue  to  adopt aggressive pricing or inventory
availability  policies  and devote substantially more resources to Internet site
and  systems  development than the Company.  Increased competition may result in
reduced  operating  margins,  loss  of  market  share,  and  a  diminished brand
franchise,  any  of  which  would have a material adverse effect on the Company.
Moreover,  companies  that control access to transactions through network access
or  Web  browsers  currently  promote,  and  will  likely  continue  to promote,
competitors  of the Company.  There can be no assurance that the Company will be
able  to  respond  effectively to increasing competitive pressures or to compete
successfully  with  current  and  future  competitors.

INTELLECTUAL  PROPERTY

     The  Company  claims common law trademark for its logo, corporate name, and
Internet storefronts - AnythingPC, AnythingMAC, AnythingUNIX, AnythingCoffee and
AnythingBooks.  The Company also has reserved the rights to hundreds of Internet
domain  names,  including  www.anythinginternet.com,  www.anythingpc.com,
www.anythingmac.com,  www.anythingunix.com  and  www.anythingcellular.com.

                                       12
<PAGE>
EMPLOYEES

     The  Company  believes  its  success depends to a significant extent on its
ability to attract, motivate and retain highly skilled management and employees.
To  this  end,  the Company focuses on incentive programs such as employee stock
options  and competitive compensation and benefits packages for its employees to
foster  a  corporate culture which is challenging and rewarding, yet fun.  As of
September 14, 1999, the Company, including its subsidiaries, had nine employees,
all  full-time.  Currently  full-time  employees receive health and dental plans
after  90  days  of  employment.  The Company also employs, from time to time, a
limited  number of independent contractors and temporary employees on a periodic
basis.  None of the Company's employees are represented by a labor union and the
Company  considers  its  labor  relations  to  be  good.

FORWARD-LOOKING  STATEMENTS

     Some  of the information in this Form 10-KSB are forward looking statements
which  are subject to risks and uncertainties.  Actual future results and trends
may  differ  materially  depending  on  a variety of factors, including, but not
limited  to, obtaining product and raw materials at favorable prices, successful
execution  of  internal  performance and expansion plans, impact of competition,
financing  activities,  possible legal proceedings, domestic and global economic
conditions,  changes  in  federal or state tax laws, and other risks detailed in
the  Company's  Securities  and  Exchange  Commission  filings and the documents
incorporated  by  reference  therein.


Item  2.  Description  of  Property

     At  present  the  Company does not own any property.  The Company maintains
its  headquarters in Colorado Springs, Colorado at 3020 North El Paso in a 2,069
square  foot  office  space  through  a one-year lease that commenced on June 3,
1999.  The  Company  pays  $1,300  a  month, utilities included, for this leased
office  space.

     The  Company  also  has  a  business-to-business  sales  and support office
located in Tampa, Florida.  This facility encompasses approximately 1,093 square
feet and is secured by a one-year lease that commenced on February 1, 1999.  The
Company  pays  $1,275.16  a  month,  utilities  included, for this leased office
space.

     As  of June 30, 1999, the Company, through its subsidiaries, operated three
Internet  storefronts:  AnythingPC.com,  AnythingMAC.com  and  AnythingUNIX.com.


Item  3.  Legal  Proceedings

     There  are  no  material  legal  proceedings  pending  or, to the Company's
knowledge,  threatened  against  the  Company.


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

     No  matters  were submitted to a vote of security holders during the fourth
quarter  of  fiscal  year  1998.

                                       13
<PAGE>
PART  II

Item  5.  Market  for  Common  Equity  and  Related  Stockholder  Matters

     The  Company's  Common  Stock is quoted on the OTC Bulletin Board under the
symbol  "ANYI".  The  Company's Common Stock began trading on July 15, 1999 with
an  opening bid price of $4.00 a share.  The following table sets forth the high
and low bid prices as reported by the National Association of Securities Dealers
(NASD)  from  the  first  day  of  trading  through  September  10, 1999.  These
quotations  reflect  inter-dealer  prices,  without retail mark-up, mark-down or
commissions,  and  may  not  reflect  actual  transactions.

                                 High Bid   Low Bid
                                 ---------  --------
2000
----
First Quarter
   (through September 21, 1999)  $   28.00  $   3.25

     The  Company's  Common  Stock  was not listed on any securities exchange on
June  30,  1999  or during the prior fiscal year.  The closing bid price for the
Company's Common Stock on the OTC Bulletin Board on September 10, 1999 was $4.31
a  share.

     As  of  June  30,  1999, there were approximately 178 record holders of the
Company's  outstanding  Common  Stock.  Moreover,  additional  shares  of  the
Company's  Common  Stock  are  held  for  stockholders at brokerage firms and/or
clearing  houses,  and therefore the Company was unable to determine the precise
number  of  beneficial  owners  of  Common  Stock  as  of  June  30,  1999.

     The  Company has never declared or paid cash dividends on its capital stock
and  the  Company's  Board  of  Directors intends to continue its policy for the
foreseeable  future.  Earnings,  if any, will be used to finance the development
and  expansion  of  the  Company's business.  Future dividend policy will depend
upon the Company's earnings, capital requirements, financial condition and other
factors  considered  relevant  by  the  Company's  Board of Directors and may be
subject  to  limitations  imposed  by  federal  and  state  laws.

     The remainder of information required by this item relating to Recent Sales
of  Unregistered Securities is incorporated herein by reference to the Company's
Amended  Form  SB-2  filed  with  the  SEC  on  June  15,  1999.


Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

RESULTS  OF  OPERATIONS

Fiscal  Year  Ending  June 30, 1999 Compared to Fiscal Year Ending June 30, 1998

     Net  sales  for  the  fiscal  year ending June 30, 1999 were $3,503,822, an
increase  of  433%  over  $657,988 for the same period a year ago.  All of these
sales  were  a  result  of  sales  generated  through  the  Company's  Internet
storefronts  AnythingPC.com,  AnythingMAC.com  and  AnythingUNIX.com.

     Gross  profits for the fiscal year ending June 30, 1999 were $84,436.  This
represents  an increase in gross profits of 89% over $44,666 for the same period
a  year  ago.  Gross profit margins declined from 6.8% of sales to 2.4% of sales
as  a  result  of  increased  competition among Internet retailers of computers,
software  and  peripheral devices.  Historically, gross profit margins have been
significantly  lower  than traditional brick-and-mortar retailers as a result of
the  deep  price  discounts  typically  offered  to  Internet  customers.

                                       14
<PAGE>
     Selling,  general  and  administrative  (SG&A) expenses for the fiscal year
ending  June 30, 1999 $672,293 which represents a 868% increase from $69,428 for
the  same  period  a  year  ago.  The major components of these expenses for the
fiscal  year  were  the  hiring  of  additional staff to satisfy increased sales
volumes,  the  opening  of  a  business-to-business  sales and support office in
Tampa,  Florida, acquisition costs of office and computer equipment and software
development  costs.

     The  net  loss  for  the  fiscal  year  ending  June  30,  1999 amounted to
($591,688), or ($0.24) a share.  This represents and increase of 2,290% compared
to  ($24,762), or ($4.27) a share, for the same period a year ago.  The increase
in  net  loss was the result of lower gross profit margins and increases cost of
operations  from  expansion  activities.  There were 3,074,400 shares issued and
outstanding  as  of  June  30,  1999.


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  June  30,  1999,  the  Company  had  $1,454  cash on hand, accounts
receivable,  including  some  "term" sales, of $188,689, and receivable notes of
$86,023.  The  Company  also  had  bank  credit  lines  aggregating $85,000 with
$55,946  available  for  immediate  usage.  In addition, 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.  Additionally, Reseller
Credit  Corporation  finances corporate purchase orders on behalf of the Company
for  products  supplied  by  Ingram  Micro.

     Net  cash  used by operating activities for the fiscal year ending June 30,
1999  totaled  ($210,886)  compared to ($11,091) for the same period a year ago.
The majority of the increase in cash flow used in these operating activities was
the  result  of  higher  SG&A  expenses,  namely  with  the  opening  of  a
business-to-business  sales  and  support office in Tampa, Florida and increased
staffing  needs.

     Net cash used by investing activities totaled ($98,341) for the fiscal year
ending  June 30, 1999 compared to ($40,533) for the same period a year ago.  The
increases  in  investing  activities  was  the result of higher office equipment
acquisition  costs  and expanded software development activities relating to the
Company's  Internet  storefronts.

     Net  cash  provided by financing activities totaled $246,516 for the fiscal
year  ending  June  30, 1999 compared to $93,738.  The increase in cash provided
for  by  financing  activities  was the result of a private placement of 200,000
Units,  each  containing one share of common stock and one common stock purchase
warrant,  that  raised  $200,000  in December 1998.  The other financing was the
result  of  borrowing  activities  and  utilizing  existing  credit facilities.

     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, the various credit facilities available
to  the  Company,  and  from  internally  generated  funds.  The Company is also
exploring  expanded  funding  activities  at  the divisional level.  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.

                                       15
<PAGE>
Year  2000  Compliance

     Many  currently  installed computer systems and software products are coded
to accept only two digit entries in the date code field.  These date code fields
will  need  to  accept four digit entries to distinguish 21st century dates from
20th  century  dates.  This  could  result in system failures or miscalculations
causing  disruptions  of  operations, including, among other things, a temporary
inability  to  process  transactions,  send invoices or engage in similar normal
business activities.  As a result, many companies' software and computer systems
may  need  to  be  upgraded or replaced in order to comply with such "Year 2000"
requirements.  The  Company  utilizes third-party equipment and software that it
believes  is  Year 2000 compliant.  At this time, the Company does has not found
any  material  deficiencies  in  of  its  own  or  any  third  parties' computer
operations.  However,  failure  of the Company's internal computer systems or of
such  third-party  equipment  or  software,  or  of  systems  maintained  by the
Company's  suppliers,  to  operate  properly  with  regard  to the Year 2000 and
thereafter  could  require the Company to incur unanticipated expenses to remedy
any  problems,  which  could  have  a  material  adverse effect on the Company's
business,  financial  condition  and  results  of  operations.


Item  7.  Financial  Statements

     The  information  required  by this item is presented as a separate section
commencing  on  page  F-1.


Item  8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting and
         Financial  Disclosure.

     On  June 30, 1999, the Company engaged Ronald R. Chadwick, Certified Public
Accountants as its public accountants to handle all aspects of its SEC reporting
requirements.

     Prior to engaging Ronald R. Chadwick, the Company used J. Paul Kenote, CPA,
P.C.  as  its  independent  public  accountants.  J. Paul Kenote resigned as the
Company's  auditor  when  it  discontinued  conducting  SEC audits altogether in
January  1999  to  focus  solely on performing IRS tax work.  The Company had no
disagreements  with  J.  Paul  Kenote  at the time of their resignation, and the
change  was  approved  by  the  Board of Directors.  J. Paul Kenote had issued a
going  concern  opinion  against  the  Company  during  its developmental stage.


PART  III

Item  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
         Compliance  with  Section  16(a)  of  the  Exchange  Act.

     The  directors,  executive  officers  of  the  Company  as  of  the date of
September  10,  1999  are  as  follows:

                                       16
<PAGE>
<TABLE>
<CAPTION>
Name               Age                 Position
-----------------  ---  --------------------------------------
<S>                <C>  <C>
J. Scott Sitra      27  President, Chief Executive Officer and
    Director
Robert C. Schick    35  Chief Technology Officer and Director
Robie Blair         31  Manager of Information Systems
Alfred W. Delisle   34  Business Development Manager and
    Director
Cameron B. Yost     45  Secretary, Treasurer and Director
Richard Baron       36  General Manager
</TABLE>

     The  Board  of  Directors  of the Company is comprised of only one class of
director.  Each director is elected to hold office until the next annual meeting
of  shareholders  and  until  his  successor  has  been  elected  and qualified.
Officers  are  elected  annually by the Board of Directors and hold office until
successors  are duly elected and qualified.  The following is a brief account of
the  business  experience of each director and executive officer of the Company.
There is no family relationship between any Director or Executive Officer of the
Company.

     The Company has a compensation committee which was established on September
28,  1998,  and  consists  of  Alfred  W.  Delisle  and  J.  Scott  Sitra.

     J. SCOTT SITRA, President, Chief Executive Officer and Director is also the
Chairman  of  AnythingPC  Internet  Corporation  and  is  the Chairman and Chief
Executive  Officer of Anything Coffee Corporation, concurrently is the President
and  Chief  Executive  Officer  of  Sitra  Enterprises,  Inc.,  a privately held
international management and financial consulting firm specializing in assisting
emerging,  high-growth  companies  evolve  from  the  developmental  stage  into
profitable  operating  entities.  Sitra Enterprises has actively participated in
the  successful  growth and development of several private and public companies.
Mr.  Sitra  has  participated  as  a  principal and executive officer in several
successful  start-up  and  turn-around  ventures,  and  has extensive experience
working  directly  with the investment community.  Mr. Sitra has been a Director
since  October  1998  and  held  his  other  positions  since  April  1999.

     ROBERT C. SCHICK, Chief Technology Officer, Director is also the President,
Chief  Executive  Officer and Director of AnythingPC Internet Corporation and is
the  President  and  Director  of  Anything  Coffee  Corporation, co-founded the
Company  in  August  1997.  Mr.  Schick  has  over  14 years experience with the
computer  industry ranging from a computer operator in the U.S. Army to an Apple
Products Manager at Tech Data Corporation where he was responsible for over $50+
million  dollars  a  year  in  revenue; he was also responsible for marketing to
Apple's  internal sales force as well their 35,000+ resellers.  Prior to joining
the  Company, Mr. Schick was the Southeast Accounts Manager for Bendata, Inc., a
software  company  offering  help-desk solutions to corporate MIS departments at
Fortune  1000  companies,  manufacturers  and  educational  and  financial
institutions.  Before joining Bendata in 1996, Mr. Schick worked at Tech Data, a
wholesale  electronics  distributor,  where  he was responsible for working with
Fortune  1000 companies, negotiating vendor contracts, and overseeing purchasing
to  maintain  an efficient inventory matrix.  Throughout his tenure at Tech Data
Mr.  Schick  continually  exceed  all  of his sales and performance quotas.  Mr.
Schick was President of the Company from August 1997 to April 1999 when he moved
into  his  current  positions;  he  has  always  been a Director of the Company.

     ROBIE  BLAIR,  Manager  of  Information  Systems,  has  over  10  years  of
experience  in  the  computer  industry ranging from building integrated ceramic
capacitors  with  Kyocera  Corporation, formerly AVX Corporation, to a Technical
Coordinator  for  Apple  Computer Corporation.  Prior to joining the Company, he
held  the  position  of  Customer  Applications  Support  Engineer  at  MCI
Communications.  Mr.  Blair  has  held  his  position  since  November  1998.

                                       17
<PAGE>
     ALFRED  W.  DELISLE,  Business  Development  Manager and Director is also a
Director of AnythingPC Internet Corporation and is a Director of Anything Coffee
Corporation,  co-founded  the  Company  in August 1997.  Mr. Delisle has over 14
years  of  experience  in the hardware and software industry and more than eight
years  of  experience  in wholesale distribution with Tech Data Corporation, the
world's  second largest distributor of personal computers, peripherals, software
and  related  components,  where he has held a variety of positions within their
high-volume  sales  division.  Prior  to  working for Tech Data, Mr. Delisle was
employed  by Boston Micro, a reseller specializing in establishing channel sales
relationships  between  U.S.  manufacturers  and distributors in Western Europe.
Mr.  Delisle  left  his position at Tech Data in December 1998 to focus his full
attentions  to  his  duties  at the Company.  Mr. Delisle has held his positions
with  the  Company  since  August  1997 and with AnythingPC Internet Corporation
since  April  1999.

     CAMERON  B. YOST, Secretary, Treasurer and a Director is also a Director of
AnythingPC  Internet  Corporation  and  is  a  Director  of  Anything  Coffee
Corporation, is concurrently the President and Chief Executive Officer of Banyan
Corporation,  a  publicly  traded corporation.  Banyan designs, manufactures and
markets  accessory  products  for  personal  computers  with a focus on notebook
computers;  Banyan  also  retains  a significant equity position in the Company.
See  "Principal Shareholders".  Prior to joining Banyan in 1995, Mr. Yost worked
at  Vornado  Air Circulation Systems as a co-founder and vice president where he
helped  generate  $2.8  million  and  $5.7 million in sales during the first and
second  years of operation, respectively.  Prior to Vornado, Mr. Yost materially
participated  as  a principal and executive officer in other successful start-up
and turnaround ventures.  Mr. Yost has held his positions with the Company since
October  1998  and  with  AnythingPC Internet Corporation since April 1999.  Mr.
Yost  is  currently under indictment in the U.S. District Court for the Southern
District  of  New York for conspiracy to commit securities fraud, mail fraud and
commercial  bribery  in  connection with the common stock of Banyan Corporation.
Mr.  Yost  has  been,  and  plans  on continuing to, vigorously deny any and all
charges  brought  against  him.

     RICHARD  BARON,  General  Manager,  has  over  eight  years  of
business-to-business  sales  in  the personal computer and electronics industry.
Prior  to  joining the Company he was a Senior Sales Representative at Tech Data
Corporation  (NASDAQ:  TECD),  a  full-line  distributor  of technology products
worldwide  with  annual  sales of approximately $11.5 billion.  At Tech Data Mr.
Baron  was  responsible for generating sales to value added resellers (VARs) and
dealers  in  excess  of  $100 million annually.  He also won Tech Data's coveted
President's  Club  Award twice while there.  Mr. Baron has been with the Company
since  March  1999.

DIRECTOR  COMPENSATION

     Directors  are  compensated  $5,000  annually,  which, as determined by the
Board,  may  be  taken  in  the  form  of  cash  or  securities  of the Company.
Additionally,  the Company reimburses its Directors for reasonable out-of-pocket
expenses  incurred  in  attending  meetings  of  the  Board  of  Directors.

COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

     Section  16(a)  of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent  (10%)  of  a  registered  class  of  the  Company's  equity  securities
(collectively  the "Reporting Persons") to file reports and changes in ownership
of  such securities with the Securities and Exchange Commission and the Company.
Based solely upon a review of (i) Forms 3 and 4 and amendments thereto furnished
to  the  Company  pursuant to Rule 16a-3(e), promulgated under the Exchange Act,
during  the  Company's  fiscal year ended June 30, 1999 and (ii) Forms 5 and any
amendments  thereto  and/or  written representations furnished to the Company by
any Reporting Persons stating that such person was not required to file a Form 5
during  the  Company's  fiscal  year ended June 30, 1999, it has been determined
that,  other  than  disclosed  below,  no Reporting Persons were delinquent with
respect to such person's reporting obligations set forth in Section 16(a) of the
Exchange  Act.

                                       18
<PAGE>
     The following table as of June 30, 1999, includes the name and positions of
each Reporting Person that failed to file on a timely basis any reports required
pursuant  to  Section  16(a) during the most recent fiscal year or prior years.

<TABLE>
<CAPTION>
Name                                   Position                      Report Filed Late
------------------  -----------------------------------------------  -----------------
<S>                 <C>                                              <C>
J. Scott Sitra      President, Chief Executive Officer and Director  Forms 3 and 5
Robert C. Schick    Chief Technology Officer and Director            Forms 3 and 5
Cameron B. Yost     Secretary, Treasurer and Director                Forms 3 and 5
Alfred W. Delisle   Business Development Manager and Director        Forms 3 and 5
Banyan Corporation  Beneficial Owner                                 Forms 3 and 5
</TABLE>

Item  10.  Executive  Compensation

     The following table sets forth the compensation paid during the fiscal year
ending  June  30,  1999 to the Company's Chief Executive Officer and each of the
Company's  officers  and  directors.  No  executive  officers  received  any
compensation  in  fiscal  1998,  no  person  received  compensation  equal to or
exceeding  $100,000  in fiscal 1998, no bonuses were awarded during fiscal 1998,
and  no  persons  received  compensation  from the Company prior to fiscal 1998.

                                       19
<PAGE>
<TABLE>
<CAPTION>
                             Annual Compensation              Awards             Payouts
                         ---------------------------  -------------------------  --------
                                                                                             All
                                            Other     Restricted    Securities              Other
Name and                                    Annual       Stock      Underlying     LTIP    Compen-
Principal                Salary   Bonus    compen-     Award(s)    Options/SAR   Payouts    sation
Position           Year    ($)     ($)    sation ($)      ($)          (#)         ($)       ($)
-----------------  ----  -------  ------  ----------  -----------  ------------  --------  -------
<S>                <C>   <C>      <C>     <C>         <C>          <C>           <C>       <C>
J. Scott Sitra
  President,
  CEO and
  Director         1999      -0-                            5,000   (1) 100,000
                   1998      -0-                              200

Robert C. Schick
  Chief
  Technology
  Officer and
  Director
                   1999   30,887                            5,000   (2) 205,000
                   1998      -0-                              200   (2) 205,000

Alfred W. Delisle
  Business
  Development
  Manager and
  Director
                   1999   11,457                            5,000   (2) 110,000
                   1998      -0-                              200   (2) 110,000

Cameron B. Yost
  Secretary,
  Treasurer
  And Director
                   1999      -0-                            5,000
                   1998      -0-                              200
<FN>
(1)  Currently  fully vested,  exercisable  into common  stock:  50,000 at $40 a
     share, 25,000 at $75 a share and 25,000 at $100 a share. The options expire
     on April 1, 2002.
(2)  Currently fully vested, exercisable into common stock at $1.00 a share, and
     expire on February 29, 2000.
</TABLE>

Item  11.  Security  Ownership  of  Beneficial  Owners  and  Management

     The  following  table  sets  forth certain information known to the Company
regarding  the  beneficial ownership of common stock as of June 30, 1999, by (i)
each  Director of the Company, (ii) each executive officer of the Company, (iii)
all  directors  and executive officers as a group, and (iv) each person known to
the Company to be the beneficial owner of more than 5% of its outstanding shares
of common stock.  Percentage of ownership is based on 3,074,400 shares of common
stock issued and outstanding as of June 30, 1999.

                                       20
<PAGE>
<TABLE>
<CAPTION>
                                         Shares      Percent of
Directors and Executive Officers        Owned (1)     Class (2)
------------------------------------  -------------  -----------
<S>                                   <C>            <C>
J. Scott Sitra
   3020 North El Paso, Ste. 103
   Colorado Springs, CO  80907          (3) 10,000         0.3%
Robert C. Schick
   3020 North El Paso, Ste. 103
   Colorado Springs, CO  80907          (4) 216,897        7.1%
Alfred W. Delisle
   4525 S. Renellie Dr.
   Tampa, FL  33611-2124                (5) 120,959         3.9%
Cameron B. Yost
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907               38,880         1.3%
All current directors and executive
officers as a group (4 persons)         (6) 386,736        12.6%

Five Percent Shareholders
------------------------------------

Raymond D. Schick and
  Alice F. Schick                           126,090         4.1%
Banyan Corporation
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907              800,027        26.0%
------------------------------
<FN>
*  Less  than  1%

(1)  Beneficial  ownership is  determined  in  accordance  with the 13d-3 of the
     Securities  Exchange  Act of  1934.  In  computing  the  number  of  shares
     beneficially owned by a person and the percentage ownership of that person,
     shares of common  stock  subject to options  held by that  person  that are
     currently  exercisable or become  exercisable  within 60 days following the
     date of this report, but not included in the table above. Those shares
     are not deemed  outstanding  for the purpose of  computing  the  percentage
     ownership of any other person.

(2)  Based on 3,074,400 shares issued and outstanding as of June 30, 1999.

                                       21
<PAGE>
(3)  Does not include 100,000 vested options  expiring on April 1, 2002.  50,000 options
     exercisable at $40 a share,  25,000 options exercisable at $75 a share, and
     25,000 options exercisable at $100 a share.

(4)  Does not include  205,000 vested options expiring on February 29, 2000. All options
     are exercisable at $1 a share.

(5)  Does not include  110,000 vested options expiring on February 29, 2000. All options
     are exercisable at $1 a share.

(6)  Does not include 415,000 vested options having  exercisable  prices ranging from $1
     to $100 a share.
</TABLE>

Item  12.  Certain  Relationships  and  Related  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, 1999.


Item  13.  Exhibits  and  Reports  on  Form  8-K

     Exhibits  designated  with  an asterisk (*) have previously been filed with
the  Securities and Exchange Commission and are incorporated herein by reference
to  the  document referenced in the parentheticals following the descriptions of
such  exhibits.

<TABLE>
<CAPTION>

Exhibit No.  Description
-----------  -----------
<C>          <S>

     3.1* By-Laws (filed as Exhibit 3.4 to Registration  Statement on Form SB-2,
          File No. 333-71785).

     4.1* Specimen  copy of stock  certificate  for common  stock,  no par value
          (filed as Exhibit 4.1 to Registration Statement on Form

     4.2* Specimen copy of Stock  Purchase  Warrant  Certificate  underlying the
          common shares registered in a Registration Statement (f

     10.1*Lease  Agreement for 3020 North El Paso, Ste. 103,  Colorado  Springs,
          CO 80907, dated June 2, 1998 (filed as Exhibit 10.1 t

     10.2 Amendment  to Lease  Agreement  for 3020  North  El  Paso,  Ste.  103,
          Colorado Springs, CO 80907, dated May 20, 1999.

     10.3*Lease  Agreement  for 111 N.  Westshore  Blvd.,  Ste. 408,  Tampa,  FL
          33607, dated January 20, 1999 (filed as Exhibit 10.2 to

                                       22
<PAGE>
     10.4*Equity  Exchange  Agreement  between Banyan  Corporation and Anything,
          Inc.,  dated August 19, 1998 (filed as Exhibit 10.3 to Amendment No. 1
          to Registration Statement on Form SB-2, File No. 33

     16.1 Letter on Change in Certifying Accountants

     21.1 List of Subsidiaries

     23.1 September 15, 1999 consent letter of Ronald R. Chadwick, P.C.

     27.1 Financial Data Schedule for Fiscal Year Ending June 30, 1999
</TABLE>

Reports  on  Form  8-K

     During  the  period  commencing  last quarter of the period covered by this
Report  to  date,  there  were  no  Form  8-Ks  filed  with  the  SEC.


SIGNATURES

     In  accordance  with  the  requirements  of  Section  13  or  15(d)  of the
Securities  Exchange  Act of 1934, the Registrant has duly caused this report to
be  signed  on  its behalf by the undersigned, thereunto duly authorized, in the
City  of  Colorado  Springs,  State  of  Colorado on this 21st day of September,
1999.

                              Anything  Internet  Corporation



                              By:  /s/  J.  Scott  Sitra
                              -------------------------------------
                              J.  Scott  Sitra
                              President,  Chief  Executive  Officer  and
                              Director

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has been signed by the following persons on behalf of the Registrant and
in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
Signature                         Title                    Date
<S>                     <C>                         <C>

/s/ J. Scott Sitra
----------------------  President, Chief Executive
J. Scott Sitra          Officer and Director        September 21, 1999

/s/ Robert C. Schick
----------------------  Chief Technology Officer
Robert C. Schick        and Director                September 21, 1999


/s/ Cameron B. Yost
----------------------  Secretary, Treasurer and
Cameron B. Yost         Director                    September 21, 1999


/s/ Alfred W. Delisle
----------------------  Business Development
Alfred W. Delisle       Manager and Director        September 21, 1999
</TABLE>

                                       23
<PAGE>

FINANCIAL  STATEMENTS
--------------------

AUDITED  FINANCIAL  STATEMENTS  FOR  THE  FISCAL  YEAR  ENDING  JUNE  30,  1999

CONTENTS

Independent Auditor's Report on
  the Financial Statements . . . .  F-2

FINANCIAL STATEMENTS

Balance Sheet. . . . . . . . . . .  F-3

Statement of Operations. . . . . .  F-5

Statement of Stockholders' Deficit  F-6

Statement of Cash Flows. . . . . .  F-7

Notes to Financial Statements. . .  F-8




                                      F-1
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


Board  of  Directors
Anything  Internet  Corporation
Colorado  Springs,  Colorado

I  have audited the accompanying consolidated balance sheet of Anything Internet
Corporation  as  of  June  30,  1999  and the related consolidated statements of
operations,  stockholders'  equity and cash flows for the period from August 15,
1997  (inception) to June 30, 1998, and for the year ended June 30, 1999.  These
financial  statements  are  the  responsibility of the Company's management.  My
responsibility  is  to express an opinion on these financial statements based on
my  audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial position of Anything Internet Corporation at
June  30,  1999  and  the  results  of its operations and its cash flows for the
period from August 15, 1997 (inception) to June 30, 1998, and for the year ended
June  30,  1999  in  conformity  with  generally accepted accounting principles.


/s/  Ronald  R.  Chadwick,  P.C.
RONALD  R.  CHADWICK,  P.C.

Aurora,  Colorado
August  19,  1999

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                          ANYTHING INTERNET CORPORATION

                                  BALANCE SHEET
                                    (audited)

                                  June 30, 1999

                                     ASSETS

<S>                                     <C>
Current assets:
  Cash                                  $  1,454
  Accounts receivable                    188,689
  Inventory                               12,277
  Prepaid expenses                         8,091
  Notes receivable                        18,023
  Other                                    3,938
                                        ---------
                                         232,472
                                        ---------

Furniture and fixtures:
  Office furniture and equipment          63,162
  Less accumulated depreciation          (14,859)
                                        ---------
                                          48,303
                                        ---------

Other assets:
  Software development costs, net of
   Accumulated amortization of $18,039    39,600
  Deposits                                 2,741
                                        ---------
                                          42,341
                                        ---------

                                        $323,116
                                        =========
</TABLE>

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                          ANYTHING INTERNET CORPORATION

                                  BALANCE SHEET
                                    (audited)

                                  June 30, 1999

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<S>                                      <C>
Current liabilities:
  Accounts payable                       $ 400,721
  Accrued expenses                          52,840
  Bank reserve                              22,051
  Notes payable - line of credit            29,054
  Notes payable - related party             75,000
                                         ----------
                                           579,666
                                         ----------

Stockholders' equity:
  Common stock, Class A, no par value;
    50,000,000 shares authorized;
    3,040,400 issued and outstanding       359,900
  Common stock subscribed (34,000)          68,000
  Stock subscription receivable            (68,000)
  Accumulated deficit                     (616,450)
                                         ----------
                                          (256,550)
                                         ----------
                                         $ 323,116
                                         ==========
</TABLE>

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                             ANYTHING INTERNET CORPORATION

                                STATEMENT OF OPERATIONS
                                       (audited)


                                   - Fiscal Years Ending -


                                                        June 30, 1998    June 30, 1999
                                                       ---------------  ---------------
<S>                                                    <C>              <C>
Sales                                                  $      657,988   $    3,503,822

Cost of sales                                                 613,322        3,419,386
                                                       ---------------  ---------------

Gross profit                                                   44,666           84,436

Selling, general and administrative expenses
                                                               69,428          672,293

(Loss) from operations                                        (24,762)        (587,857)

Other income (expense):
  Interest expense                                                  -           (3,831)

Income (loss) before provision for income taxes
                                                              (24,762)        (591,688)

Provision for income tax                                            -                -

Net income (loss)                                             (24,762)        (591,688)
                                                       ===============  ===============

Net income (loss) per share
(basic and fully diluted)                                      ($4.27)          ($0.24)
                                                       ===============  ===============

Weighted average number of common shares outstanding
                                                                5,800        2,458,533
</TABLE>

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                             ANYTHING INTERNET CORPORATION

                     STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                       (audited)

           For the period from August 15, 1997 (inception) to June 30, 1998,
                         And For The Year Ended June 30, 1999


                            Common Stock
                       ----------------------
                                                  Stock                     Stock-
                                                Subscrip.      Accum.      Holders'
                         Shares      Amount     Receivable     Deficit      Equity
                       ----------  ----------  ------------  -----------  -----------
<S>                    <C>         <C>         <C>           <C>          <C>
Balance at                     -   $        -  $         -   $        -   $        -
  August 15, 1997

Sales of                   5,800       36,200                                 36,200
  common stock

Net gain (loss) for
  the period ended
  June 30, 1998                                                 (24,762)
                       ---------    ---------    ---------    ---------    ---------
Balances at
  June 30, 1998            5,800   $   36,200  $         -     ($24,762)  $   36,200

Compensatory stock
  Issuances            2,340,400      113,200                                113,200

Debt retirement            1,950       10,500                                 10,500

Stock retirement and
  reissuance              (7,750)
                         500,000

Sales of
  common stock           200,000      200,000                                200,000

Common stock
  subscribed (34,000
  shares)                              68,000      (68,000)

Net gain (loss) for
  the period ended
  June 30, 1999                                                (591,688)    (591,688)
                       ---------    ---------    ---------    ---------    ---------
Balances at
  June 30, 1999        3,040,400   $  427,900     ($68,000)   ($616,450)   ($256,550)
                       ==========  ==========  ============  ===========  ===========
</TABLE>

                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                    ANYTHING INTERNET CORPORATION

                                CONSOLIDATED STATEMENT OF CASH FLOWS
                                              (audited)

                                         - For the Years Ended -


                                                                      June 30, 1998   June 30, 1999
                                                                     ---------------  --------------
<S>                                                                  <C>              <C>
Cash flows from operating
 activities:
   Net income (loss)                                                       ($24,762)      ($591,688)
   Adjustments to
    Reconcile net income to
    Net cash provided by (used for)
    operating activities:
      Depreciation and
       amortization                                                           6,980          25,968
      Compensatory stock
       issuances                                                                  -         113,200
      Debt retirement                                                             -          10,500
      Accounts receivable                                                   (14,591)       (174,098)
      Prepaids and other assets                                                   -         (12,029)
      Inventory                                                                   -         (12,277)
      Deposits                                                               (1,380)         (1,361)
      Accounts payable
       and accrued expenses                                                  22,662         430,899
                                                                     ---------------  --------------
   Net cash used by (used for)
    Operations activities                                                   (11,091)       (210,886)
                                                                     ---------------  --------------

Cash flows from investing
 activities:
   Acquisition of office equipment                                          (14,461)        (48,701)
   Software development costs                                               (26,072)        (31,617)
   Note receivable                                                                -         (18,023)
                                                                     ---------------  --------------
   Net cash used by (used for)
    Investing activities                                                    (40,533)        (98,341)

Cash flow from financing
 activities:
   Proceeds from borrowing                                                   57,538          46,516
   Sale of common stock                                                      36,200         200,000
                                                                     ---------------  --------------
   Net cash provided by (used for)
    financing activities                                                     93,738         246,516

Net increase (decrease)
 in cash                                                                     42,114         (62,711)

Cash at beginning of the
 Period                                                                           -          42,114
                                                                     ---------------  --------------

Cash at end of the period                                            $       42,114        ($20,597)
                                                                     ===============  ==============


Schedule of Non-Cash Investing and Financing Activities:
--------------------------------------------------------
During the year ended June 30, 1998, the Company issued 830 common
shares for software development services valued at $16,600.

Supplemental Disclosure:
------------------------
Cash paid in 1999 for interest: $3,831.
</TABLE>

                                      F-7
<PAGE>
                          ANYTHING INTERNET CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                    (audited)

                        For the year ended June 30, 1999


NOTE  1.  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.

                                      F-8
<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 collectibility 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  2.  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.

                                      F-9
<PAGE>
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,  1999.


NOTE  3.  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 for 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 June
30,  1999  was  approximately  $19,000.  The  remaining  minimum  future  rental
payments,  all  in  1999,  are  $26,569.


NOTE  4.  LINES  OF  CREDIT

To  help  finance  the  cost  of inventory, Nations Credit Distribution Finance,
Inc.,  has  extended  the  Company  a  credit  line  not to exceed $35,000.  The
interest  rate  applicable  to  each transaction depends upon the vendor and the
timeliness  of  repayment,  and  ranges  from  0%  to  18%.  The  credit line is
unsecured.  At  June  30,  1999 the Company's outstanding balance on this credit
line  was  $1,292.

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  June 30, 1999 the
Company's  outstanding  balance  on  this  credit  line  was  $27,762.


NOTE  5.  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  June  30,  1999 the Company had approximately $615,000 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 SFAS 109.  The components of the Company's
assets  and  liabilities  as  follows:

<TABLE>
<CAPTION>
                                                      June 30,1998    June 30, 1999
                                                     --------------  ---------------
<S>                                                  <C>             <C>
Deferred tax liability                               $           -   $            -

Deferred tax asset arising from:
    Net operating loss carryforwards                         7,321          240,417
                                                     --------------  ---------------
                                                             7,321          240,417

Valuation allowance                                         (7,321)        (240,417)
                                                     --------------  ---------------

Net Deferred Taxes                                   $           -   $            -

The income tax (benefit) consists of the following:

Current:
    Federal                                          $           -   $            -
    State                                                        -                -
                                                     --------------  ---------------

Deferred:
    Federal                                                ($6,382)       ($209,595)
    State                                                     (939)         (30,822)
                                                     --------------  ---------------
                                                           ($7,321)       ($240,417)
</TABLE>

                                      F-10
<PAGE>
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  $233,096.


NOTE  6.  STOCKHOLDERS'  EQUITY

Common  stock
-------------

The  Company  as  of  June  30,  1999 had 50,000,000 shares of authorized common
stock,  no  par  value,  with  3,040,400  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.

Warrants
--------

As  of  June  30,  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 15, 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  15,  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.


                                      F-11
<PAGE>
Stock  options
--------------

As  of  June  30,  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 APB 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 FASB
Statement  123,  the Company's net income and earnings per share would have been
reduced  to  the  pro  forma  amounts  indicated  below:

<TABLE>
<CAPTION>
                                                              1999
                                                          ------------
<S>                                          <C>          <C>
Net income (loss)                            As reported    ($591,688)
                                             Pro forma    ($1,497,389)

Basic and fully diluted earnings per share
                                             As reported       ($0.24)
                                             Pro form          ($0.61)
</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
<FN>
*  Option  vests  over  3  years.
</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.

A  summary of the status of the Company's stock options as of June 30, 1999, and
changes  during  the  year  ending  on  that  date  is  presented  below:

                                      F-12
<PAGE>
<TABLE>
<CAPTION>
                                            June 30, 1999
                                    -------------------------------
                                    Weighted Avg.
Options                                 Shares      Exercise Price
----------------------------------  --------------  ---------------
<S>                                 <C>             <C>
Outstanding at beginning of period               -  $             -
Granted                                    620,000  $         11.19
Exercised                                        -                -
Forfeited                                        -                -
                                    --------------  ---------------

Outstanding at end of period               620,000  $         11.19

Options exercisable at period end          603,333

Weighted average fair value of
  Options granted during the
  Period                            $         1.48
</TABLE>

                                      F-13
<PAGE>
The  following  table  summarizes information about stock options outstanding at
June  30,  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 6/30/99       Life         Price    at 6/30/99     Price
-------------  -----------  -------------  ---------  -----------  ---------
<S>            <C>          <C>            <C>        <C>          <C>
1.00-$100.00      620,000    13.2 months  $   11.19      603,333  $   11.44
</TABLE>

                                      F-14
<PAGE>


EXHIBITS