SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A
                                 Amendment No. 1


                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported) May 23, 2001

                            AUCTIONANYTHING.COM, Inc.
             (Exact name of registrant as specified in its charter)


   Delaware                      0-27865                          13-264091
(State or other               (Commission                      (IRS Employer
 jurisdiction of               File Number)                  Identification No.)
  formation)


 35 West Pine Street, Suite 211, Orlando, Florida                    32801
--------------------------------------------------                 ---------
    (Address of principal executive offices)                       (Zip Code)



        Registrant's telephone number, including area code (407) 481-2140






Item 2.           Acquisitions or Dispositions

     On May 23, 2001 we executed an  Agreement  and Plan of  Reorganization  and
Stock Purchase Agreement (the "Disease SI Agreement") with Disease S.I., Inc., a
Florida corporation  ("Disease SI") and its shareholders Dr. Wayne Goldstein and
Mr. Brian S. John. Under the terms of the Disease SI Agreement, we acquired 100%
of the issued and  outstanding  stock of Disease SI in exchange  for  60,000,000
shares of our Common  Stock.  We issued Dr.  Goldstein  and Mr.  John a total of
21,209,384  shares at the  closing,  and agreed that the  balance of  38,790,616
shares  will  be  delivered  to them as soon  as we  amend  our  Certificate  of
Incorporation  to increase our  authorized  Common Stock in order to permit such
issuance as described  herein.  Giving effect to the  recapitalization,  we will
have a total of 80,768,922 shares of our Common Stock issued and outstanding, of
which 74.3% will be owned by Dr. Goldstein and Mr. John.

     The  foregoing  described  transaction  was  previously  disclosed  in  the
Company's  Current  Report on Form 8-K,  filed June 6, 2001. The purpose of this
filing is to amend that Current Report on Form 8-K by filing  certain  financial
statements  and other  financial  information  required by  Regulations  S-X and
identified in Item 7 below.



Item 7.           Financial Statements and Exhibits

(a)      Financial Statements of Business Acquired

                  The audited balance sheet of Disease SI as of April 30, 2001,
         and the related statement of operations, changes in stockholders'
         equity and cash flows from April 17, 2001 (Inception), to April 30,
         2001, is attached hereto as Exhibit 99.1.

(b)      Pro Forma Information

                  The unaudited pro forma financial information of
         AuctionAnything relating to the Disease SI acquisition is attached
         hereto as Exhibit 99.2.










                                                 SIGNATURES



                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly authorized and caused the undersigned to sign this
report on the registrant's behalf.

                                                 AUCTIONANYTHING.COM, INC.



                                                 By:  /s/ Dr. Wayne Goldstein
                                                      ------------------------
                                                      Name: Dr. Wayne Goldstein
                                                      Title:


Dated:    June 29, 2001








                                  EXHIBIT INDEX


Exhibit No.       Description

99.1              The audited balance sheet of Disease
                  SI as of April 30, 2001, and the
                  related statement of operations,
                  changes in stockholders' equity and
                  cash flows from April 17, 2001
                  (Inception), to April 30, 2001.

99.2              Unaudited pro forma combined financial statements.